8-K 1 p21-0052_8k.htm FORM 8-K


Washington, DC 20549


Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2021

(Exact Name of Registrant as Specified in its Charter)

(State or other jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1100 Alakea Street, Suite 2900
Honolulu, Hawaii  96813
(Address of Principal Executive Offices) (Zip Code)

(808) 531-8400
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.50 Par Value
NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]


Item 1.01 Entry into a Material Definitive Agreement.

On July 8, 2021, Barnwell of Canada, Limited (“BOC”), a subsidiary of Barnwell Industries, Inc. (the “Company”), entered into an Asset Purchase and Sale Agreement (the “PSA”) with Tourmaline Oil Corp. (“TOC”) to sell its oil properties located in the Spirit River area of Alberta, Canada to TOC.  The sale closed at 11:00 a.m. on July 8, 2021, with an effective date of 8:00 a.m. on July 8, 2021.

The purchase price paid by TOC was USD $1,037,000 and the Company expects to report a gain on this transaction which will be recognized in its fourth quarter ending September 30, 2021.  The purchase price is subject to customary purchase price adjustments to reflect the economic activity from the effective time through the settlement dates set forth in the PSA.

On July 14, 2021, the Company issued a press release regarding the matters discussed above.  A copy of this press release is attached as Exhibit 99.1 hereto and incorporated in this Item 1.01 by reference.

Item 9.01  Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Press release dated July 14, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 14, 2021
/s/ Russell M. Gifford
Russell M. Gifford
Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.
Press release dated July 14, 2021