Item 4 — Purpose of Transaction
Item 4 is amended and supplemented as follows: As previously reported in Amendments No. 34, No. 35 and No. 36, the Reporting Persons proposed certain amendments to the now terminated Cooperation & Support Agreement (previously entered into in January of 2023) 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. As of today, the Company has not announced its annual meeting and has not accepted the amendments proposed by the Reporting Persons. The Reporting Persons previously issued open letters to shareholders on January 21, 2025, January 28, 2025 and February 5, 2025. The Reporting Persons submitted a nomination notice in accordance with the Company's by-laws to the Company on February 14, 2025 outlining the nominations proposed by the Reporting Persons. The Reporting Persons hereby issue an additional open letter to shareholders filed as Exhibit 99.1 herewith (the "Letter"). The third paragraph of the Letter filed as Exhibit 99.1 herewith, including the five numbered subparagraphs that follow and Exhibit A of the Letter, are hereby incorporated by reference in this Item 4 and expressly are made a part hereof. The Reporting Persons once again 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, 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.