West Maui Construction, Inc. entered into stock purchase agreement to acquire Water Resources International, Inc from Barnwell Of Canada, Limited and Barnwell Industries, Inc. (NYSEAM:BRN) for $2 million on December 12, 2023. The purchase price is subject to customary post-closing price adjustments. Within three business days of the effective date, West Maui Construction will deposit with Escrow the sum of $200,000 (? Initial Deposit ?), which shall remain fully refundable to West Maui Construction if it elects to terminate the agreement for any reason. At closing, West Maui Construction shall deliver the balance of the purchase price to Escrow; and on the closing date, Escrow shall release to the sellers the purchase price less the amount of $150,000 to be placed in a holdback account pursuant to the Escrow Agreement which will include an escrow period of 24 months, less Sellers? share of closing expenses, and less all amounts required to satisfy obligations sellers owe to any creditors with Liens on the assets so as to ensure the release of such liens at the closing. The agreement may be terminated under certain circumstances.
The closing of the transaction is subject to satisfactory completion of due diligence by West Maui Construction, delivery of closing documents including Escrow Agreement, all consents required to be obtained from or provided to third-persons necessary for the consummation of the transaction, including, but without limitation, all governmental approvals, and submission of resignation by those directors and officers of Water Resources International whose resignations are requested by the West Maui Construction. The sale is expected to close in the first half of Barnwell?s fiscal 2024, with expected closing date of February 29, 2024. William Morrison of Cades Schutte LLP acted as legal advisor to West Maui Construction. Cuyler Shaw of Ashford & Wriston LLP acted as legal advisor to Barnwell Of Canada and Barnwell Industries.

West Maui Construction, Inc. cancelled the acquisition of Water Resources International, Inc from Barnwell Of Canada, Limited and Barnwell Industries, Inc. (NYSEAM:BRN) on December 27, 2023.