3 unchanged sentences
As of September 30, 2022, an evaluation was carried out by Barnwell’s Chief Executive Officer and Chief Financial Officer of the effectiveness of Barnwell’s disclosure controls and procedures.
−Removed: Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Barnwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of September 30, 2021 to ensure that information required to be disclosed by Barnwell in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Act of 1934 and the rules thereunder.
+Added: Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Barnwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) were effective as of September 30, 2022 to ensure that information required to be disclosed by Barnwell in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Exchange Act and the rules thereunder.
Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: Barnwell’s management is responsible for establishing and maintaining adequate internal control over financial reporting for Barnwell, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.
+Added: Barnwell’s management is responsible for establishing and maintaining adequate internal control over financial reporting for Barnwell, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Under the supervision and with the participation of Barnwell’s management, including our Chief Executive Officer and Chief Financial Officer, Barnwell conducted an evaluation of the effectiveness of its internal control over financial reporting using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the report entitled Internal Control — Integrated Framework (2013) (the “COSO Framework”).
5 unchanged sentences
OTHER INFORMATION
+Added: DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
32 unchanged sentences
Consolidated Statements of Operations – for the years ended September 30, 2022 and 2021
−Removed: Consolidated Statements of Comprehensive Income (Loss) – for the years ended September 30, 2021 and 2020
−Removed: Consolidated Statements of Equity (Deficit) – for the years ended September 30, 2021 and 2020
+Added: Consolidated Statements of Comprehensive Income – for the years ended September 30, 2022 and 2021
+Added: Consolidated Statements of Equity – for the years ended September 30, 2022 and 2021
Consolidated Statements of Cash Flows – for the years ended September 30, 2022 and 2021
5 unchanged sentences
4.1 Form of the Registrant’s certificate of common stock, par value $.50 per share (3)
+Added: 4.2 Tax Benefits Preservation Plan, dated as of October 17, 2022, by and between Barnwell Industries, Inc.
+Added: and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (13)
10.1 The Barnwell Industries, Inc.
8 unchanged sentences
10.9 Asset Purchase and Sale Agreement, dated July 8, 2021, between Barnwell of Canada, Limited and Tourmaline Oil Corp.
+Added: 10.10 Cooperation and Support Agreement, dated January 27, 2021 (14)
+Added: 10.11 Amended and Restated 2018 Equity Incentive Plan (15)
+Added: 10.12 Sales Agent Agreement, dated March 16, 2021 (16)
21 List of Subsidiaries
23.1 Consent of InSite Petroleum Consultants Ltd.
+Added: 23.2 Consent of Ryder Scott Company, L.P.
23.3 Consent of Weaver and Tidwell, L.L.P.
3 unchanged sentences
99.1 Reserve Report Summary prepared by InSite Petroleum Consultants Ltd.
+Added: 99.2 Reserve Report Summary prepared by Ryder Scott Company, L.P.
101.INS XBRL Instance Document
4 unchanged sentences
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
__________________________________________________
−Removed: (1) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-K for the year ended September 30, 2013.
+Added: (1) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended June 30, 2022.
(2) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed on January 14, 2020.
9 unchanged sentences
(11) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2021.
+Added: (12) Incorporated by reference to Exhibit 10.9 to Registrant’s Form 10-K for the year ended September 30, 2021.
+Added: (13) Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on October 17, 2022.
+Added: (14) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on February 1, 2021.
+Added: (15) Incorporated by reference from Definitive Proxy 2022 Appendix A filed by the Registrant on March 24, 2022.
+Added: (16) Incorporated by reference to Exhibit 1.1 to Registrant’s Form 8-K filed on March 16, 2021.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
18 unchanged sentences
December 29, 2022
−Removed: /s/ Kenneth S.
−Removed: Grossman, Vice-Chairman of the Board
+Added: /s/ Francis J.
+Added: Grossman, Director
+Added: Kelly, Director
December 29, 2022
/s/ Philip J.
−Removed: McPherson /s/ Colin R.
McPherson, Director
December 29, 2022
−Removed: O’Farrell, Director
−Removed: December 21, 2021
−Removed: /s/ Bradley M.
−Removed: Tirpak /s/ Doug N.
Tirpak, Director
−Removed: December 21, 2021
Woodrum, Director
−Removed: December 21, 2021
INDEX TO EXHIBITS
3 unchanged sentences
4.1 Form of the Registrant’s certificate of common stock, par value $.50 per share (3)
+Added: 4.2 Tax Benefits Preservation Plan, dated as of October 17, 2022, by and between Barnwell Industries, Inc.
+Added: and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (13)
10.1 The Barnwell Industries, Inc.
8 unchanged sentences
10.9 Asset Purchase and Sale Agreement, dated July 8, 2021, between Barnwell of Canada, Limited and Tourmaline Oil Corp.
+Added: 10.10 Cooperation and Support Agreement, dated January 27, 2021 (14)
+Added: 10.11 Amended and Restated 2018 Equity Incentive Plan (15)
+Added: 10.12 Sales Agent Agreement, dated March 16, 2021 (16)
21 List of Subsidiaries
23.1 Consent of InSite Petroleum Consultants Ltd.
+Added: 23.2 Consent of Ryder Scott Company, L.P.
23.3 Consent of Weaver and Tidwell, L.L.P.
3 unchanged sentences
99.1 Reserve Report Summary prepared by InSite Petroleum Consultants Ltd.
+Added: 99.2 Reserve Report Summary prepared by Ryder Scott Company, L.P.
101.INS XBRL Instance Document
4 unchanged sentences
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
__________________________________________________
−Removed: (1) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-K for the year ended September 30, 2013.
+Added: (1) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q for quarterly period ended June 30, 2022.
(2) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed on January 14, 2020.
9 unchanged sentences
(11) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2021.
+Added: (12) Incorporated by reference to Exhibit 10.9 to Registrant’s Form 10-K for the year ended September 30, 2021.
+Added: (13) Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on October 17, 2022.
+Added: (14) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on February 1, 2021.
+Added: (15) Incorporated by reference from Definitive Proxy 2022 Appendix A filed by the Registrant on March 24, 2022.
+Added: (16) Incorporated by reference to Exhibit 1.1 to Registrant’s Form 8-K filed on March 16, 2021.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.