BARNWELL INDUSTRIES INC — Capital/Financing Update 2017

Dec 19, 2017

8-K 1 p17-0184_8k.htm CURRENT REPORT Licensed to: Stroock Document created using EDGARfilings PROfile 4.3.3.1 Copyright 1995 - 2017 Summit Financial Printing, LLC. All rights reserved.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
_____
FORM 8-K
_____
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2017
_____
BARNWELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
_____
Delaware	1-5103	72-0496921
(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)	96813 (Zip Code)
Registrant's telephone number, including area code:	(808) 531-8400
Not Applicable (Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):
[ ] 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. [ ]

PROfilePageNumberReset%Num%2%%%

Item 1.01 Entry into a Material Definitive Agreement .

Barnwell of Canada, Limited ("Barnwell Canada"), a subsidiary of Barnwell Industries, Inc., entered into a Purchase and Sale Agreement with an independent third party to sell its oil properties located in the Red Earth area of Alberta, Canada. The transaction is expected to close in January 2018. The sales price was approximately $1,560,000 and is subject to certain customary purchase price adjustments at closing.

The description of terms of the Purchase and Sale Agreement set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Purchase and Sale Agreement, the form of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits .

(d) Exhibits

Exhibit No.	Description
1.1	Purchase and Sale Agreement, executed on December 14, 2017, between Barnwell of Canada, Limited and Mount Bastion Oil & Gas Corp.

2

SIGNATURE

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: December 19, 2017

/s/ Russell Gifford
Name:	Russell M. Gifford
Title:	Executive Vice President and Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description
1.1	Purchase and Sale Agreement, executed on December 14, 2017, between Barnwell of Canada, Limited and Mount Bastion Oil & Gas Corp.

4