8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 16, 2015
BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-5103	72-0496921
(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)

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))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 16, 2015, Barnwell of Canada, Limited (“Barnwell Canada”), a wholly-owned subsidiary of Barnwell Industries, Inc. (the “Company”), completed the sale of its interests in natural gas and oil properties located in the Dunvegan and Belloy areas of Alberta, Canada, as well as its interests in sales and transportation contracts, equipment, wells, facilities and pipelines associated with such properties (the “Transferred Assets”), to Canadian Natural Resources Limited (“CNRL”), for aggregate consideration to Barnwell Canada of approximately US$14,800,000, at current Canadian dollar exchange rates, subject to customary post-closing adjustments, including adjustments to reflect an effective date of sale of April 1, 2015.  Barnwell received approximately US$14,200,000 in net proceeds, at current Canadian dollar exchange rates. Approximately 50% of the proceeds will be held in escrow for the Canadian tax authorities until tax clearances for Barnwell Canada are obtained and the precise timing of the release of these funds cannot be determined.

Of the total purchase price paid by CNRL for the Transferred Assets, approximately US$22,300,000, at current Canadian dollar exchanges rates, Barnwell Canada’s share was approximately US $14,800,000 and third parties, who were working interest owners in the Transferred Assets prior to the sale, share, in the aggregate, approximately US $7,500,000, at current Canadian dollar exchange rates.  As required under Canadian law, 50 percent of those proceeds will be held in escrow for the Canadian tax authorities until tax clearances for those working interest owners are obtained.

As a result of the disposition of the Transferred Assets, Barnwell’s credit facility at Royal Bank of Canada will be amended to decrease the amount of the revolving credit facility to $1,000,000 Canadian dollars, from $6,500,000 Canadian dollars.  The other material terms of the credit facility remain unchanged.  Accordingly, the Company placed on deposit with Royal Bank of Canada on September 16, 2015 approximately $6,340,000 Canadian dollars to fully repay its outstanding debt under the facility on September 30, 2015 when its outstanding LIBOR comes up for renewal.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press release dated September 18, 2015

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:  September 18, 2015
	BARNWELL INDUSTRIES, INC.
	By:	/s/ Russell M. Gifford
		Name:	Russell M. Gifford
		Title:	Executive Vice President and
			Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated September 18, 2015

EX-99.1

Exhibit 99.1

  BARNWELL INDUSTRIES, INC. P R E S S
R E L E A S E   1100 Alakea Street, Suite 2900 Honolulu, Hawaii 96813 Telephone (808) 531-8400 Fax (808) 531-7181 Website: www.brninc.com

CONTACT:	Alexander C. Kinzler
	President and Chief Operating Officer
	Russell M. Gifford
	Executive Vice President and Chief Financial Officer
	Tel: (808) 531-8400

BARNWELL INDUSTRIES, INC. REPORTS CLOSING OF

PREVIOUSLY ANNOUNCED SALE OF OIL AND GAS PROPERTIES

HONOLULU, HAWAII, September 18, 2015 -- Barnwell Industries, Inc. (NYSE MKT: BRN) announced today that Barnwell of Canada, Limited, its wholly-owned subsidiary, has closed its previously announced sale of its interests in natural gas and oil properties located in the Dunvegan and Belloy areas of Alberta, Canada to an independent third party.  Barnwell of Canada’s share of the sales price is approximately US$14,800,000, at current Canadian dollar exchange rates, and is subject to customary post-closing adjustments, including adjustments to reflect an effective date of sale of April 1, 2015. Barnwell received approximately US$14,200,000 in net proceeds, at current Canadian dollar exchange rates. Approximately 50% of the proceeds will be held in escrow for the Canadian tax authorities until tax clearances are obtained and the precise timing of the release of these funds cannot be determined.

As a result of the disposition of these natural gas and oil properties, Barnwell’s credit facility at Royal Bank of Canada will be amended to decrease the amount of the revolving credit facility to $1,000,000 Canadian dollars, from $6,500,000 Canadian dollars.  The other material terms of the credit facility remain unchanged.  Accordingly, the Company placed on deposit with Royal Bank of Canada on September 16, 2015 approximately $6,340,000 Canadian dollars to fully repay its outstanding debt under the facility on September 30, 2015 when its outstanding LIBOR comes up for renewal.

The information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts.  These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements.  Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions.  Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved.  Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements.  The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set

forth in the “Forward-Looking Statements,” “Risk Factors” and other sections of Barnwell’s annual report on Form 10-K for the last fiscal year and Barnwell’s other filings with the Securities and Exchange Commission.  Investors should not place undue reliance on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.