Item 4 — Purpose of Transaction
Item 4 is amended and supplemented as follows: On January 21, 2023, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust and Ned L. Sherwood (also referred to as the "Reporting Persons") entered into a cooperation and support agreement (the "Agreement") with Alex Kinzler ("Kinzler") and Barnwell Industries, Inc. (the "Company"). The standstill provisions in the Agreement are set to expire in early February 2025, ten days prior to the due date for shareholder nominations. The prohibitions in the Agreement regarding the ability of the Reporting Persons to purchase additional shares of Common Stock expired as of January 21, 2025. As previously reported in Amendment No. 34, the Reporting Persons proposed certain amendments to the Agreement to the Board of Directors (the "Board") of the Company in order to avoid a costly proxy fight, including proposals regarding directors to be nominated to the Board. The "Special Committee" that the Reporting Persons previously explained in Amendment No. 34 was a material breach of the Agreement rejected all proposals by the Reporting Persons. On January 27, 2025, BRN announced a shareholder rights plan. The adoption of the shareholder rights plan which was, according to BRN's own press release, "designed to prevent "creeping" control by 30% Shareholder" clearly was aimed at materially adversely affecting the Reporting Persons. In fact, the Reporting Persons are the only ones impacted by the plan. BRN did all of this despite disclosure by the Reporting Persons in Amendment No. 34 that the Reporting Persons have no current intent to engage in a control transaction. The only intention of the Reporting Persons is to put a functioning board in place in an effort to grow shareholder value for BRN shareholders. The Reporting Persons are not interested in allowing the path of self-enrichment to the benefit of Messrs. Kinzler and Grossman to continue as outlined in the open letter to shareholders issued by the Reporting Persons on January 21, 2025 and again in today's open letter. A copy of this letter is filed hereto as Exhibit 99.1. The Reporting Persons hereby affirm that they have no current intent to engage in a control transaction. To the extent the Company continues to refuse nomination of directors proposed by the Reporting Persons, Ned L. Sherwood, MRMP-Managers LLC and Ned L. Sherwood Revocable Trust intend to make a filing with the SEC of a proxy statement and accompanying proxy card to solicit votes for the election of director nominees at the next annual meeting of shareholders of Barnwell Industries, Inc. Ned L. Sherwood Revocable Trust, of which Ned L. Sherwood is the beneficiary and the trustee, holds 238,038 shares of common stock of Barnwell, and MRMP-Managers LLC, of which Mr. Sherwood is the Chief Investment Officer, holds 2,767,995.138 shares of common stock of Barnwell. Mr. Sherwood is deemed to beneficially own all of these shares. Ned L. Sherwood, NLS Advisory Group, Inc., MRMP-Managers LLC and their nominees to the Barnwell board will be the participants in this proxy solicitation. Information regarding the participants and their interests in the solicitation will be included in their proxy statement and other materials filed with the SEC.