UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended AUGUST 31, ~~2024~~ 2025

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from _________ to _________________

Commission File Number: 000-19954

JEWETT-CAMERON TRADING CO LTD

(Name of registrant as specified in its charter)

_________British Columbia, Canada_______ _________00-0000000________

British Columbia, CanadaA1		00-0000000
(State or Incorporation or Organization)		(IRS Employer ID No.)

(State or Incorporation or Organization) (IRS Employer ID No.)

32275 NW Hillcrest, North Plains, OR, USA 97133

(Address of principal executive offices)

Registrant’s Telephone Number 503-647-0110

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value	JCTC	NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act ¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	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.. ¨ Yes ¨ No

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

¨ Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:

February 2928, ~~2024~~2025 = $59,~~697~~802,~~144~~679

Indicate the number of shares outstanding of ~~each~~ each of the registrant’s classes of common stock, as of ~~November~~December 191, ~~2024~~2025: 3,~~504~~518,~~802~~119

Jewett-Cameron Trading Company Ltd.

Form 10-K Annual Report

Fiscal Year Ended August 31, ~~2024~~2025

TABLE OF CONTENTS

	PART I
		Page
Item 1.	Business	1
Item 1A.	Risk Factors	87
Item 1B.	Unresolved Staff Comments	1114
Item 1C.	Cybersecurity	1114
Item 2.	Properties	1216
Item 3.	Legal Proceedings	1216
Item 4.	Mine Safety Disclosures	1216
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1317
Item 6.	[Reserved]1	1418
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1418
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2126
Item 8.	Financial Statements and Supplemental Data	2126
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4146
Item 9A.	Controls and Procedures	4146
Item 9B.	Other Information	4146
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4146
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4247
Item 11.	Executive Compensation	4751
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4954
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5055
Item 14.	Principal Accounting Fees and Services	5055
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	5155
Item 16.	Form 10–K Summary	5155

PART I

ITEM 1. BUSINESS

Forward-Looking Statements

This Annual Report on Form 10-K for the fiscal ~~year~~ year ended August 31, ~~2024~~2025 (“Annual Report”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words like “plans”, “expects”, “aims”, “believes”, “projects”, “anticipates”, “intends”, “estimates”, “will”, “should”, “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. Forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions due to changes in global political, economic, business, competitive, market, regulatory and other factors. Any forward-looking statements speak only as of the date on which they are made and we undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise, except as required by law.

These factors include, but are not limited to, the fact that our business is highly competitive, we are continually seeking ways to expand our business, we may seek additional financing or other ways to expand operations and improve margins, as well as the other risk factors that are set forth in more detail elsewhere in this Annual Report, including in the sections, ITEM 1A, “Risk Factors”, and ITEM 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.”

Introduction

Jewett-Cameron Trading Company Ltd. is organized ~~under~~ under the laws of British Columbia, Canada. In this Annual Report, the “Company”, “Jewett-Cameron”, “we”, “our” and “us” refer to Jewett-Cameron Trading Company Ltd. and its subsidiaries as applicable.

Our operations are classified into three reportable operating segments and the parent corporate and administrative segment, which were determined based on the nature of the products we offer along with the markets being served. Consistent with our operational structure, our Chief Executive Officer (CEO), as the chief operating decision maker, manages our business based on segment financial information for purposes of evaluating performance, allocating resources, setting incentive compensation targets, as well as internal forecasting of future period financial results. Our segments are as follows:

Pet, Fencing and Other

Industrial wood products

	·	Seed processing and sales
	·	Corporate and administrative services

Total Company sales were $4741.13 million and $5447.~~3 million~~1 million during fiscal years ended August 31, ~~2024~~2025 and ~~2023~~2024, respectively. Sales, income before taxes, assets, depreciation and amortization, ~~capital~~ capital expenditures, and interest expense by segment are shown in the financial statements under Note 11 “Segment Information.”

Our principal office is located at 32275 NW Hillcrest Street, North Plains, Oregon; and our website address is www.jewettcameron.com. Our primary mailing address is P.O. Box 1010, North Plains, OR 97133. Our phone number is (503) 647-0110. The contents of our website or any other website are not incorporated by reference into this Annual Report.

We file reports and other information with the Securities and Exchange Commission located at 100 F Street NE, Washington, D.C. 20549. Copies of these filings may be accessed through their website at www.sec.gov. Reports are also filed under Canadian regulatory requirements on SEDAR, and these reports may be accessed at www.sedar.com.

The contact person for the Company is Chad Summers, President and CEO.

Our authorized capital includes 21,567,564 common shares without par value; and 10,000,000 preferred shares without par value. As of August 31, ~~2024~~2025 and ~~November~~December 191, ~~2024~~2025, there were 3,~~504~~518,~~802~~119 common shares outstanding. Our common shares are listed on the NASDAQ Capital Market in the United States with the symbol “JCTC”. ~~The common shares formerly traded under the symbol “JCTCF” until October 9, 2024.~~

Our fiscal year ends on August 31^st.

General Development of Business

Incorporation and Subsidiaries

Jewett-Cameron Trading Company Ltd. was incorporated under the Company Act of British Columbia on July 8, 1987 as a holding company for Jewett-Cameron Lumber Corporation (“JCLC”), which was incorporated in September 1953 in Oregon, USA. Jewett-Cameron Trading Company, Ltd. acquired all the shares of JCLC through a stock-for-stock exchange on July 13, 1987, and at that time JCLC became a wholly owned subsidiary. Effective September 1, 2013, the Company completed a reorganization of certain of its subsidiaries and JCLC’s name was changed to JC USA Inc. (“JC USA”). JC USA has the following wholly owned subsidiaries incorporated under the laws of the State of Oregon: Jewett-Cameron Seed Company, (“JCSC”), incorporated in October 2000, Greenwood Products, Inc. (“Greenwood”), incorporated in February 2002, and Jewett-Cameron Company (“JCC”) incorporated in September 2013. Jewett-Cameron Trading Company, Ltd. and its subsidiaries have no significant assets in Canada.

Corporate Development

Incorporated in 1953, JC USA initially operated as a small lumber wholesaler based in Portland, Oregon. In September 1984, the original stockholders sold their interest in the corporation to a new group of investors. Two members of that group remained active in the Company. These individuals are Donald Boone, who passed away in May 2019, and who was the previous Chairman and the former President, Chief Executive Officer, Treasurer, and Principal Financial Officer, transitioning to strictly the Board Chair in 2017; and Michael Nasser, who retired from day-to-day involvement in the business in December 2022, but remained engaged as a director until October 2023.

In 1987, we acquired JC USA and began to diversify into products beyond lumber trading. Lucky Dog® was acquired in 1995, and Adjust-A-Gate® was acquired in 2003.

In 2000, we acquired the operations and property that became our JCSC seed division.

In 2002, Greenwood acquired the business and certain assets of Greenwood Forest Products Inc., a company involved in the processing and distribution of specialty wood products.

In April 2023, as a result of lower quantities of of seed for processing, and the demand for its marketing and sales services declining against rising costs, the Board of Directors decided to close the JCSC seed division. JCSC’s facilities and equipment were near the end of the expected useful life and would have required significant capital investment to remain operating. Regular operations at JCSC ended effective August 31, 2023, but some seed storage operations continued through July 2024 in order to provide customers time to obtain alternative storage arrangements. The entire seed inventory was sold in early October 2023~~, and the remaining equipment is in the process of being sold~~. Some of the JCSC personnel were moved to different positions within the Company as management has prioritized career development and retention whenever possible.

In September 2024, we announced the successful ~~conclusion~~ conclusion of an 18-month search, ~~and~~ evaluation, ~~process to identify~~ and ~~evaluate~~onboarding ~~potential~~process establishing new suppliers. We have historically sourced the majority of our metal products from a single factory in China. Under our new strategic sourcing program, we now have suppliers located in ~~Canada,~~ Bangladesh, and Vietnam, ~~Malaysia, and Taiwan~~ in addition to our original ~~sources~~source in China. The products from our new suppliers meet our ~~high-~~quality standards with competitive pricing, but also mitigate to some extent the current 2585% tariff rates as of November 10, 2025 from China placed on various Chinese made steel products imported into the United States. ~~We expect this program will help us to maintain competitive pricing while enhancing our margins.~~

Narrative Description of Business

We are committed to improving the lives of professionals and do-it-yourselfers with innovative products that enrich outdoor spaces in their quality, performance, and ease to work with.

The Company’s operations are classified into four segments: Pet, Fencing and Other; Industrial wood products; Seed processing and sales; and corporate and administrative services.

Pet, Fencing and Other Operating Segment

We have concentrated on building a customer base ~~for~~ for lawn, garden, and pet related products. ~~Management~~Fencing ~~believes this market~~ is ~~less~~our ~~sensitive~~largest tocomponent ~~downturns~~of inthis ~~the U~~segment.S. ~~economy~~The ~~than the market for new~~ home ~~construction as its products serve both new and existing home and pet owners. However, the home~~ improvement business is seasonal, with higher levels of sales occurring between February and August. Inventory buildup occurs until the start of the season in February and then gradually declines to seasonal low levels at the end of the summer.

Our wood products, distributed through JCC, are not unique and are available from multiple suppliers and retail outlets. However, the metal products that JCC manufactures and distributes may be somewhat differentiated from similar products available from other suppliers. We have been successful in garnering key patents and trademarks on multiple products that assist their ability to continue to differentiate based on design and functionality.

We own the patents and manufacturing rights connected with the Adjust-A-Gate® and Fit-Right™ products, which are the gate support systems for wood, vinyl, chain link, and composite fences, in addition to our trade secret industry practices and well-known trademarked brands. We believe the ownership of these patents and trademarks is an important competitive advantage for these and certain other products. We completed our purchase of the full global trademark rights for Adjust-A-Gate® and filed its registration with the US Patent and Trademark Office in February 2023. As of the close of fiscal ~~2024~~2025, the Company owns 7 US Patents and 1 patent application pending in the US, CA, and MX pertaining to its fencing products.

Backlog orders have typically not been a factor in this business as customers may place firm priced orders for products for shipments to take place three to four months in the future which gives us time to order, manufacture and receive the goods at our warehouse in time to fulfil the customer’s order.

Industrial Wood Products - Greenwood

Greenwood is a wholesale distributor of a variety of specialty wood products. Current products are focused on the transportation industry. Greenwood’s total sales for fiscal ~~2024~~2025 and ~~2023~~2024 were 89% and 58%, respectively, of total Company sales.

The primary market in which Greenwood competes has decreased in economic sensitivity as users are incorporating products into the municipal and mass transit transportation sectors. However, these markets sustained some contractions in recent years due to COVID-19 as work shifted from offices to homes, and many individuals utilized public transit less due to concerns over exposure. In addition, this segment is prone to disruption of supply chain support which can impact other commodities outside of those specific to the disruption.

Greenwood utilizes contract manufacturers to supply its products. Inventory is maintained at non-owned warehouses and wood treating facilities throughout the United States and is primarily shipped to customers on a just-in-time basis. Inventory is generally not purchased on a speculative basis in anticipation of price changes as we order the products from the manufacturers and warehouses once a customer places an order with us.

Greenwood has no significant backlog of orders.

Seed Processing and Sales - JCSC

JCSC operated out of a Company-owned 11.6 acre ~~facility~~ facility located adjacent to North Plains, Oregon. JCSC processed and distributed agricultural seed. Most of this segment’s sales came from selling seed to distributors with a lesser amount of sales derived from cleaning seed. Sales of seed has seasonality, but it is most affected by weather patterns in multiple parts of the United States that utilize cyclical planting. The annual weather plays an important part in year-to-year sales volatility and specific crop demand.

We ended regular operations at JCSC effective ~~August~~ August 31, 2023 and have sold all of our remaining seed inventory ~~and are working to sell the remaining JCSC equipment~~. Seed storage operations continued through July, 2024.

InWe ~~July~~have ~~2024, we~~ listed the JCSC property for sale or or lease. The ~~combined~~surplus ~~size~~property consists of ~~the~~11.6 ~~buildings~~acres isof ~~approximately~~land and 109,500 square feet of buildings. One of the buildings is specialized for the seed industry, while most are metal warehouse buildings with power, allowing a wide array of possible uses. The property is currently zoned “Rural Industrial” (RIND), which allows for use of the existing property, or development of the site, as approved by Washington County. We ~~are~~While ~~exploring~~ the ~~potential~~original tolisted ~~re-zone~~sale price of the property, orwas ~~revise~~based on both the ~~existing~~perceived ~~code,~~value toof ~~expand~~the property and the potential ~~list~~for a rezoning of ~~permitted~~the property for higher value uses., ~~The~~over ~~listed~~the last year, the local economy has weakened and lessened the short-term ~~sale~~needs ~~price~~for ofthe local municipalities to create new housing and industrial land. Therefore, we relisted the property isat a reduced listing price of $~~9,000,000~~7.223 million. This is the current asking price, and there is no guarantee the property will sell for this amount., if at all. If we are able to complete a sale, the net proceeds will be reduced by brokers’ commissions, expenses related to the sale, ~~and~~ and taxes.

Corporate and Administrative Services – JC USA

JC USA is the parent company for Greenwood, JCC and JCSC as described above. JC USA operates out of our offices in North Plains, Oregon and provides professional and administrative services, including warehousing, accounting and credit services, to JCTC’s subsidiary companies.

Company Products

The Company’s mission is to improve the lives of professionals and do-it-yourselfers with innovative products that enrich outdoor spaces. We design, source, commercialize and distribute our products. Many are patent protected and all are well crafted for their quality, performance, and ease to work with.

The Fencing, Pet and Sustainable Product businesses are conducted by JCC, which operates out of a 5.6 acre owned facility located in North Plains, Oregon that includes offices, a warehouse, and a paved yard. JCC uses contract manufacturers to make all products. Some of the products that JCC distributes flow through our distribution center located in North Plains, Oregon, and some are shipped direct to the customer from the manufacturer. Primary customers are home centers, eCommerce providers, other retailers, and direct sales to consumers.

The Industrial Wood Products segment is conducted by Greenwood, a processor and distributor that operates out of the same facilities in North Plains, Oregon. Greenwood contracts with custom manufacturers for its products. Inventory is maintained at non-owned warehouses and wood treating facilities throughout the United States and is primarily shipped to customers on a just-in-time basis.

Fencing Products

Fencing represents our largest product line. Our fencing business crafts durable, functional fencing solutions that bolster security, privacy, and beauty. Our primary products include:

The Adjust-A-Gate® family of products are straightforward, lifelong solutions that eliminates measurement issues. Complete steel frame gate kits to perfectly fit openings for wood fences and never sag. Easy enough for homeowners, but with superior quality that meets the demands of the professional contractor.

Fit-Right® is a fully adjustable gate system for chain link gates. This custom solution is perfect for when a special sized chain link gate opening is needed. Equipped with all the necessary parts, building a gate on-site eliminates measurement issues for the right fit the first time and every time.

Lifetime Steel Post® offers unmatched strength and versatility in fencing. This post offers versatile support for a range of fence designs and styles, allowing flexibility to showcase the posts or keep them discreetly hidden.

Euro Fence offers the beauty of wood without the upkeep, featuring durable wood/plastic composite materials. With locking tongue & groove composite and aluminum boards, it provides UV protection, never needs paint or stain, and installs easily in-ground or mounted.

Perimeter Patrol® Portable Security Panels create an enclosed space or linear fence for outdoor areas. Perfect for crowd control, job site security, outdoor events, enclosed storage areas and more.

Cedar fencing is a premium softwood known for its unique blend of beauty and durability. Its natural resistance to decay enhances its longevity, while its ease of cutting, sawing, and nailing with standard tools makes it a preferred choice for versatile applications.

Pet Products

Our Lucky Dog® brand is dedicated to keeping pets safe and happy with exceptional quality, long-lasting products that put your pet first. Our primary pet products are:

Lucky Dog® STAY Series Studio Kennels built with long-lasting steel frames and powder coated finish. The waterproof polyester cover offers UPF 50+ protection and is designed for ultimate comfort.

Lucky Dog® Outdoor Kennel Covers provide durable, waterproof protection with UPF 50+ sun defense. Designed for year-round comfort, they fit securely over Lucky Dog® Kennels.

Lucky Dog® Dwell Series® Crates offers peace of mind with secure latches, rust-resistant E-coating along with a patented sliding side door and patented corner stabilizers. With a top handle for easy transport and a divider panel for flexible space, they offer durability and convenience.

Lucky Dog® Exercise Pens provide a secure space for pets with sturdy, rust-resistant wire construction. Featuring a step-thru door, tool-free setup, and fold-flat design for easy storage, these pens are perfect for both indoor and outdoor use.

Sustainable Products

Our ~~newest product category is~~ Sustainable and Post-Consumer Recycled (“PCR”) bag products. ~~Sold~~are sold under the MyEcoWorld® brand,. itIt is making a tangible, positive difference to the planet by working to reduce conventional single-use plastic in our daily lives.

We offer two types of bag products. The Compostable bags are made with 30% corn. The PCR Products are certified to the Global Recycled Standard (GRS) to contain recycled material that has been independently verified at each stage of the supply chain, from the source to the final product, and cost less than compostable bags.

Our primary Sustainable Products are:

Food Waste Bags that are certified compostable and worm-safe. These durable bags offer puncture resistance, odor control, and pest deterrence, ensuring reliable use and a cleaner kitchen environment.

Yard Waste Bags that are suitable for a variety of composting methods, including home, curbside pickup, and industrial composting facilities.

Pet Poop Bags that ensure no breaks or leaks while keeping the user’s hands clean.

Industrial Wood Products

Greenwood Products specializes in engineering ~~advanced~~ advanced noise and vibration reduction panels for transit buses, motor coaches, light rail cars, and boats. Our dB-Ply® proprietary ~~acoustical~~ acoustical panel is a cost-effective product designed to reduce vibration and sound transmission to meet mandated interior noise requirements. Greenwood’s other products include durable, high-performance structural panels tailored for a wide range of industrial applications, and ~~Jumbo~~jumbo ~~Concrete Forms~~concrete forms designed to reduce installation time and lower job-site labor costs.

Seed Segment

The Company formerly operated agricultural seed processing, distribution and sales through JCSC. Most of this segment’s sales were derived from selling seed to distributors with a lesser amount of sales derived from cleaning seed. During the fiscal year ended August 31, 2023, the Company decided to close its JCSC seed subsidiary effective August 31, 2023. ~~JCSC~~During ~~has~~fiscal year 2024, JCSC sold all of its seed inventory and isall in the ~~process~~moveable ~~of selling the segment’s remaining~~ equipment.

Company Strategy

~~Management~~We ~~continues~~began tofiscal 2025 with a positive outlook and a focus on ~~multiple~~continuing ~~strategies~~ to lower costs, increase sales, improve margins, introduce innovative products and ~~improve~~monetize surplus assets. However, due primarily to the volatility and uncertainty created by the introduction of various tariffs since February 2025 and the large purchases of lumber inventory in support of one of our larger customers, our goals to grow and return to profitability in fiscal 2025 were not achieved. Accordingly, management and the Board have reformulated our strategic plan to combat the challenges encountered during fiscal 2025, and focus on our core strengths during this difficult period. We intend to concentrate our resources on our successful fencing product lines while monetizing non-core assets and disposing of excess inventory. Management and the Board are also evaluating strategic alternatives for the Company as well as its individual operating segments and assets that prioritize the Company’s overall value.

These strategies include:

· Sales Growth

· Product Innovation

· Operational Efficiency

· Monetization of Surplus Assets

~~Driving~~Our ~~Sales~~current ~~Growth~~strategy includes:

~~In-Store~~· ~~Displayer~~Focus ~~Expansion~~on our fencing products and increase sales and improve margins;

~~During~~· ~~the~~Dispose ~~third quarter~~ of ~~fiscal~~excess 2024, we successfully trialed new in-store merchandiser displays for Lifetime Steel Post® for wood fences at major home improvement retailers in Southern California. The initial success of the program was then expanded into more stores throughout the summer of 2024 and totaled over 100 stores by the end of August 2024. The displayers are continuing to roll out into more stores across multiple regions. These displays are located in close proximity to the wood fencing materials and demonstrate the usefulness and durability of the product to those consumers shopping for wood fencing. These Lifetime Steel Post(R) displayers are in addition to our Adjust-A-Gate(R) merchandisers which are thousands of stores. Each Lifetime Steel Post® display contains 96 posts and each Adjust-A-Gate® display contains 20 units and 4 drop rods. A typical fence project may contain 1 or 2 gates and upwards of 24 or more posts. Each display unit will require replenishment throughout the year, which is expected to provide increased reorder demand for each product.inventory;

To· ~~manage~~Monetize ~~the in~~non-~~store~~core displayer program, the company has partnered with Continental Sales & Marketing, Inc. (“CSM”). CSM is a nationally recognized, multifaceted, strategic business partner with over 49 years of experience with national and regional home improvement retailers. CSM has built strong relationships across a wide range of departments at the corporate level of major home centers, co-ops and independent dealers, and are talented at distribution, supply chain and SKU management issues. CSM will be working to place additional fencing display units with retailers across the country and facilitate the necessary replenishment of each unit as display product is sold. CSM will also work to increase the online presence of our other products through our retail partners, including key national and regional home improvement retailers, which will provide additional visibility and sales opportunities to expand distribution of our various product lines.assets;

~~Appointment~~· ofImprove ~~New~~operational ~~Vice-President~~efficiencies ~~of Sales~~ and ~~Marketing~~cost ~~and~~structures; ~~Retail Ambassadors~~and

In· ~~August~~Seek ~~2024,~~collaborative wealliances ~~appointed a new Vice President of Sales~~ and ~~Marketing,~~business ~~who~~partnerships ~~has~~where ~~a proven track record of successfully growing sales with productive marketing campaigns, innovative product enhancements and targeted engagement with customers~~appropriate. We believe this appointment will help grow our market share, including among the professionals served by our big box home center customers. We intend to increase our efforts to engage with professional contractors and fence installers. Besides increasing direct demand for our products, we also want to equip them to become ambassadors and influencers of our products. This will provide us with direct access to the most frequent users of these products to provide ongoing feedback to help with product innovation and solutions.

~~Grow~~Focus ~~Greenwood~~on ~~Products sales through both existing and new customers~~Fencing

~~The~~Fencing ~~demand~~remains ~~for~~our ~~Greenwood’s~~largest ~~transit-oriented~~and most successful ~~products~~product ~~has~~category ~~picked~~and upwill ~~post-pandemic~~be the primary focus of our operations and ~~riders~~expenditure ~~have~~of ~~returned~~resources toin the ~~office~~near term. ~~Beyond~~Building ~~transit~~on our success with the thousands of deployed in-store display units for our Adjust-A-Gate® products, ~~Greenwood’s~~which ~~specialty~~have ~~engineered~~continued ~~lumber~~to increase visibility ~~has~~of ~~multiple~~our ~~uses~~products in ~~multiple~~stores ~~markets~~and have led to higher sales volumes, ~~including~~we ~~other~~are ~~types~~continuing ofto ~~transportation~~roll out additional in-store display units for our Lifetime Steel Post® (LTP) product at major home improvement retailers. The LTP displayers are now in 422 stores, ~~construction~~which represents a small fraction of the potential market, both with our existing big box customers and ~~industrial~~potential ~~sectors~~new customers in the home improvement and professional market. We ~~believe~~are wealso ~~can grow~~working ~~our~~to ~~sales~~create bynew ~~expanding~~in-store displayers for our ~~sales~~other ~~efforts~~fencing products, and tailor these new displayers to ~~both~~better ~~existing~~fit ~~customers~~in asother ~~well~~home improvement retailers that may not have the space available for our current full-size display units. We are also continuing our innovation in this segment as towe ~~new~~launched ~~potential~~our ~~customers~~low-profile Adjust-A-Gate® Unlimited product in ~~multiple~~2025. ~~industries~~Significant ~~outside~~growth ofopportunities ~~transit~~remain ~~with~~in the ~~addition~~fencing sector, both through the expansion of ~~new~~our ~~traders~~existing ~~with~~products into more stores, new sales ~~experience~~channels, and ~~across~~through ~~multiple~~new ~~industries~~and improved products. We are developing improvements and enhancements to our existing products, and evaluating outside products from third parties that complement our current product lines and broaden our product offerings.

~~Expand~~The ~~MyEcoWorld®~~imposition ~~Distribution~~of worldwide tariffs during 2025 significantly eroded our margins on many products and increased supply chain and logistics costs across the majority of our product lines. The tariffs directly impacted operating costs and had a significant negative impact on overall gross margins. In addition, many customers altered their usual purchases and deferred their orders during this period of tariff-related volatility. Many of our customers also refused to immediately accept higher prices for our products which we adjusted in response to the increased costs associated with the tariffs and global trade disruption. This resulted in an overall decrease in sales. While the Company took actions to attempt to mitigate these unforeseen events, such as pivoting to alternative suppliers outside of China through an intensive search, evaluation and onboarding process that began two years ago, and reducing headcount by nearly 30%, these measures were not sufficient to withstand the headwinds we faced in 2025. However, we believe that the global economic environment is stabilizing and that customers and supply chain partners are employing reasonable and innovative policies to maintain equilibrium and continuity of commerce. Accordingly, we intend to focus on improving margins on our core fencing products through these reestablished partnerships, new sales channels and by more controlled purchasing management.

~~Our~~Dispose MyEcoWorld® sustainable and Post Consumer Recycled (PCR) bags have been well received by the marketplace with excellent consumer reviews. Our current sustainable products include compostable bin liners, yard debris bags, and pet waste bags. We also offer lower cost PCR bags. We believe all of ~~these~~excess products have excellent performance and are priced competitively. Our strategy is to increase our market penetration through multiple channels. In addition to our relationships with home improvement retailers and large mass merchandise retailers, we have already placed our bags in certain grocery stores and are working to increase our placement in additional grocery chains and more stores within each chain. We are also offering a direct to consumer subscription service, where customers can purchase MyEcoWorld® products direct from the Company and have additional products shipped to them directly on a regular schedule. We believe this category has the potential to grow as the demand for high performing sustainable products grows along with the increasing plastic bans being legislated throughout the country. We relaunched the line in fiscal 2024 with our expanded product offerings. Our recent engagement of CSM for sales and marketing support will also include MyEcoWorld®, where their relationships with retailers across the country will help us introduce these products to new stores, including big box retailers.inventory

~~Product~~Demand ~~Innovation~~for certain of our pet products remains slow as the pet market continues its overall weakness. As a result, we have excess pet inventory at our warehouse. We are working with third-party liquidators to sell this high-quality but slow-moving inventory which will provide us with cash and ~~Development~~clear our warehousing costs for these products. We also currently have about $5 million in excess lumber inventory which we acquired to meet the terms of our contractual obligations under our consignment agreement with a major customer which they did not need before the end of last season. Additionally, this customer has since given notice of their intention to transition away from the consignment agreement in calendar 2026. Although the consignment agreement provided us with meaningful revenue, it was of very low margin and profitability. We are currently in negotiations with this customer, as well as other third parties, regarding the purchase of our excess lumber inventory.

WeMonetize ~~are~~non-core ~~committed to continuing to innovate by improving and expanding our existing product lines in addition to adding new products that solve problems, meet unmet needs, and enrich outdoor spaces.~~assets

WeOur ~~develop~~surplus ~~new~~seed ~~products~~company ~~and~~property ~~improve~~remains ~~our~~on the ~~existing~~market ~~products through~~at a ~~number~~list price of ~~methods~~$7.223 ~~Many~~million. ofWe ~~our~~have ~~enhancements~~also ~~have~~recently ~~originated~~listed ~~from~~our ~~suggestions~~creative ~~from~~laboratory ~~our~~building ~~customers~~for tosale ~~improve~~at ~~their~~a ~~experience~~list price ~~and~~of $795,000. As we intend to ~~better~~concentrate ~~meet~~our ~~their~~business ~~needs.~~on ~~Our~~fencing ~~suppliers~~and ~~also~~outdoor ~~help~~products, uswe toare ~~improve~~presently evaluating all of our non-fence-related products ~~based~~and if they fit within our sharper focus on ~~their~~higher ~~manufacturing~~margin ~~experience~~products. As a lower margin segment, management and the Board are currently evaluating Greenwood’s industrial wood business and considering strategic alternatives. We are also ~~seek~~reviewing potential changes to ~~acquire~~our ~~existing~~pet ~~products~~business, ~~that~~as ~~complement~~the ~~our~~overall ~~current~~pet ~~product~~industry ~~lines~~is expected to remain weak for the foreseeable future.

WeImprove ~~have~~operations ~~5 new~~ and ~~enhanced~~cost ~~products set to launch over next 12 months, which include enhancements to our Original Adjust-A-Gate®, Lifetime Steel Post®, and Euro Fence products.~~structure

Over the last several years, we have made significant investments in improving and streamlining our operational capabilities. We also realigned our workforce within our strategic objectives through the reassignment of some employees to new roles and an overall headcount reduction in 2025 of 27% year-over-year. We will continue to look for cost savings that improve our operations and increase productivity. Since February 2025, the unprecedented rise in tariffs, especially for steel and aluminum products, have substantially increased our product costs and compressed our margins. We have been able to somewhat mitigate a portion of these new tariff costs through our multi-country sourcing initiative. As retailers and consumers are becoming acclimated to the tariff-related costs, our customers are increasingly accepting the new prices which will help alleviate a portion of this cost pressure going forward. We will continue to work with our suppliers and customers to find solutions to these tariff challenges while reducing our costs as much as possible.

~~Operational~~Seek ~~Efficiency~~collaborative alliances and business partnerships

~~Sourcing~~As ~~Diversification~~part of management’s and the Board’s strategic plan, the Company will continue to explore potential strategic options to enhance shareholder value. This may include mergers, acquisitions, divestitures, joint ventures and other business collaborations and partnerships. The Company engages from time to time in preliminary discussions with third parties regarding a variety of potential transactions. There can be no assurance that these discussions will result in definitive agreements or the completion of any transaction. We do not intend to provide further updates on these discussions unless and until a definitive agreement is reached.

The Company has historically sourced the majority of our metal products from a single factory in China. Over 18 months, management completed an extensive and thorough world-wide search and evaluation process to identify and evaluate potential new suppliers. These suppliers needed to meet the Company’s high-quality standards with competitive pricing, as well as offering innovative capabilities to collaborate with us to both continuously improve our products and also develop entirely new products. This process has successfully concluded with the implementation of a new multi-source, strategic sourcing program for fiscal 2025, which we publicly announced in September 2024. We now have suppliers located in Canada, Bangladesh, Vietnam, Malaysia, and Taiwan in addition to our original sources in China. These new supply agreements cover the Company’s fence products, dog containment products, as well as MyEcoWorld® products. The products from our new suppliers meet our high-quality standards with competitive pricing. They also mitigate the current 25% tariff rates from China placed on various Chinese made steel products imported into the United States which has led to a higher cost of goods on a number of our most popular products. By sourcing more of our products from outside of China, we expect that it will help us to maintain competitive pricing, enhance our margins, and reduce our supply chain risk.

Expansion of Distribution Locations

Currently, we distribute most of our products from our Oregon warehouse, with some of our bulkier products drop shipped directly to the customer. This single location distribution model made our products less competitive for certain customers in the Midwest and East Coast due to high shipping costs and longer times to delivery. Our plan is to add a distribution center in the Eastern US through a third-party logistics partner. This arrangement would utilize the partner’s existing infrastructure and “pick and pack” services and require us to make no significant capital expenditures. Although it would increase our warehousing costs, we believe those costs can be offset through lower delivery costs and shipping times for existing customers and make our products more competitive to potential new customers that are located farther from our Oregon base. Once this new eastern center is established, we will look to add additional distribution centers in other areas of the US under similar third-party logistic agreements that can benefit from being closer to customers in those regions.

Monetization of Surplus Assets

In July 2024, we listed the JCSC property for sale or lease at a listing price of $9,000,000 which is a competitive price based on comparable properties in the area. This is the current asking price, and there is no guarantee the property will sell for this amount. The net proceeds of any sale will be reduced by brokers’ commissions, expenses related to the sale, and taxes. If we are able to complete a sale, the disposal of this surplus property will enhance our working capital in a non-dilutive manner.

Tariffs

Our metal and other products have historically been mostly manufactured in China and are imported into the United States. ~~The~~Beginning in 2018, the Office of the United States Trade Representative (“USTR”) instituted new tariffs on the importation of a number of products into the United States from China ~~effective September 24, 2018~~. These ~~new~~ initial tariffs ~~are~~were a response to what the USTR considers to be certain unfair trade practices by China. The tariffs began at 10%, and subsequently were increased to 25% as of May ~~10,~~ 2019. ~~A number of our products manufactured in China remain subject to duties of 25% when imported into the United States.~~

Prior to fiscal 2024, our metal products were primarily manufactured in China and subject to the full 25% tariff rate. During fiscal 2024, we engaged suppliers in countries ~~outside~~ outside of China, including Bangladesh, Vietnam, Malaysia, ~~Taiwan,~~ and ~~Canada~~Taiwan. Products manufactured in and imported from these countries ~~are~~ were not subject to the China-specific tariffs, but ~~may~~were be subject to other duties and fees that are typically much lower than the ~~current~~ then 25% tariff on Chinese manufactured metal products.

7Beginning in February 2025, the new administration in the United States began to increase tariff rates on numerous products from a range of nations. Imported steel and aluminum products from all countries globally were assigned a new tariff rate of 25% in addition to any specific country or product rates. In early April 2025, the U.S. imposed a universal baseline 10% tariff rate on imports globally along with a list of product exemptions. As of June 4, 2025, the tariff on steel and aluminum imports was raised to 50%. Our steel products imported from countries other than China are subject to the 50% tariff rate, but not the 10% universal baseline tariff. China, however, has been assigned special rates. Tariff rates on steel products imported from China were at 95% through November 9, 2025, but were reduced to 85% as of November 10, 2025.

We are continuing our shift to suppliers outside of China which have lower tariff rates, primarily to Bangladesh and Vietnam. We currently import approximately 5% of our metal products from China. We also face uncertainty in the interpretation of new tariffs and their applicability, including with respect to customs valuation, product classification and country-of-origin determinations. Although we and our suppliers seek to comply with applicable customs laws and regulations, the application of rules regarding new tariffs can be subject to varying interpretations or future re-interpretations. It is possible that U.S. or other relevant authorities could, upon review or audit, disagree with the valuation, rules of origin or classification methods applied to certain products. Any such disagreement could result in the retroactive assessment of additional duties with interest, the imposition of penalties, or other enforcement actions without the ability to mitigate such penalties, thereby adversely affecting our operations or financial results. Furthermore, certain of our competitors may be better positioned than us to withstand or react to border taxes, tariffs or other restrictions on global trade and as a result, we may lose market share to such competitors. Due to broad uncertainty regarding the timing, content and extent of any regulatory changes in the U.S. or abroad, we cannot predict with certainty the impact, if any, that these changes could have to our business, financial condition and results of operations.

Financial Management

We have continued our efforts to optimize our operations and reduce our costs. During fiscal 2025, we shifted some employees to better align our workforce with our strategic objectives, and have reduced our employee headcount by 27% year-over-year. We believe these changes will result in increased productivity and reduce our costs without compromising quality or service.

As of August 31, 2025, we had borrowed $2,101,835 against our credit line with Northrim Funding Services (“Northrim”). Under the current terms of the agreement, Northrim provides short-term operating capital by either purchasing the Company’s accounts receivable invoices or as a loan against our inventory position. The maximum we may borrow against the line is $6,000,000. As of November 28, 2025, our borrowing under this line is $4,304,853. We are currently discussing with Northrim to adjust the credit line to increase the maximum borrowing computation which would provide us with additional financial flexibility and to raise the maximum amount available to us. There is no assurance that we will be able to obtain the desired increases in our credit line, which could have a material adverse impact on our business and financial condition.

Due to the continued uncertainly and higher costs stemming from the high tariff levels, we expect fiscal 2026 to remain challenging. We will continue to focus on our operational strengths while reducing costs where possible in our efforts to increase our sales and margins and return to profitability.

In addition, we are currently evaluating several different strategies to strengthen our liquidity position. These strategies may include, but are not limited to, disposition of certain non-core assets and unused real property, renegotiation of our credit line with Northrim and seeking additional financing from both the public and private markets through the issuance of equity or debt securities. There can be no assurance that we will be successful in achieving these strategies. See “Management’s Discussion and Analysis – Liquidity and Capital Resources” for additional information.

Customer Concentration

The top ten customers were responsible for 8897% ~~and~~ and 88% of total Company sales for the years ended August 31, ~~2024~~2025 and August 31, ~~2023~~2024, respectively. Also, the Company’s ~~single~~two largest ~~customer~~customers ~~was~~were responsible for 3674% and 3567% of total Company sales for the years ended August 31, ~~2024~~2025 and August 31, ~~2023~~2024, respectively.

Employees

As of August 31, ~~2024~~2025 we had 6245 full-time employees (August 31, ~~2023~~2024 – 6862 full-time employees). By segment these employees were located as follows: JCC – 4032 (~~2023~~2024 – 40) Greenwood – 2 (~~2023~~2024 – 12), ~~JCSC – 0 (2023 – 8),~~ and JC USA – 2011 (~~2023~~2024 -19 20). At the end of fiscal 2023, we ceased regular operations at JCSC. Four of the JCSC employees were transferred to JCC, and the remainder were terminated and offered transition assistance. We continue to evaluate our ongoing staffing needs, and during fiscal 2024 and 2025 we reduced our number of employees into ~~conjunction~~better align with our ~~improved~~ current business ~~alignment,~~operations ~~oversight of responsibilities, professional development opportunities,~~ and ~~more efficient operations~~development. ~~As of November 19, the number of our full-time employees is 53.~~

None of our employees are represented by unions. Jewett-Cameron Trading Company Ltd. has no direct employees, and our CEO and CFO are employed by JC USA.

ITEM 1A. RISK FACTORS

Investors should carefully consider the following risk factors and all other information contained in this Annual Report. There is a great deal of risk involved in our business, and any of the following risks could affect our business, its financial condition, its potential profits or could result in you losing your entire investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties, including ~~those~~ those not presently known to us or that we currently deem immaterial, also may result in decreased revenues, increased expenses or other ~~events~~ events which could result in a decline in our financial condition and the price of our common shares.

Risks Related to Our Business

WeDue ~~could~~to ~~experience~~the auncertainty ~~decrease~~of in the ~~demand~~current global ~~for~~tariff ~~our~~and ~~products~~trade ~~resulting~~environment, we will require additional cash to fund our operations in ~~lower~~the ~~sales~~near ~~volumes.~~and longer term

InOur management must continually evaluate whether there are conditions or events, considered in the ~~past~~aggregate, wethat raise significant concerns in our ability to manage our cash flow and our business. Failure to manage our cash inflows and outflows effectively can have ata ~~times~~material ~~experienced~~adverse ~~decreasing~~impact on our operations, ability to order products ~~sales~~in ~~with~~a ~~certain~~timely manner, and serve our customers effectively. The ~~reasons~~recent volatile tariff and global trade situation created many challenges for ~~this~~our ~~can~~ability beto ~~generally~~effectively ~~attributed~~manage our supply chain, product costs, customer pricing, and overall operations. In light of these developments, we believe that it is essential that we take immediate steps to: ~~increased~~strengthen ~~competition;~~our ~~general~~liquidity ~~economic~~position ~~conditions;~~to enable us ~~demand~~to ~~for~~continue ~~products;~~to ~~and~~weather ~~consumer~~the ~~interest~~uncertainties ~~rates~~that still exist in the global markets. IfAccordingly, ~~economic~~our ~~conditions~~management ~~deteriorate~~and Board have reformulated our near-term and long-term strategies, which now focus on strengthening our liquidity position, which may involve selling our real estate assets and excess inventory, as well as increasing our borrowing capacity under our credit line with Northrim or ifsecuring ~~consumer~~alternative financing. ~~preferences~~We ~~change~~are dependent on our credit line which permits us to borrow funds against accounts receivable and inventory. However, our present borrowing is approaching the maximum allowed under the credit line’s current funding calculations. Although we ~~could~~are ~~experience~~in discussions with Northrim to increase the amount of credit available to us, we are still in need of additional funding to bolster our cash availability for the near and long term. There can be no assurance that these discussions will result in an increase in borrowing capacity, which, if it does not, would have a ~~significant~~material ~~decrease~~adverse effect on our ability to operate our business in ~~profitability~~the normal course and significantly impact our ability to order product for the upcoming Spring selling season, which would in turn negatively impact our operations, our ability to develop and execute our business plan, our financial condition, our liquidity and our continuation as a going concern will be subject to a high degree of risk and uncertainty.

~~If our top customers were lost, we could experience lower sales volumes.~~ 7

~~For~~We need additional funding to shield us from the ~~fiscal~~continuing ~~year~~challenges ~~ended~~that ~~August~~have ~~31,~~severely ~~2024~~impacted ~~our~~us ~~top ten~~and ~~customers~~other ~~represented~~companies ~~88%~~as a result of ~~our~~the ~~total~~recent ~~sales,~~tariff and ~~our~~global ~~single~~economic ~~largest~~situation, execute ~~customer~~our ~~was~~business ~~responsible~~plan ~~for~~and ~~36%~~continue ofoperations ~~our~~in ~~total~~the ~~sales~~normal course. WeIf ~~would experience~~capital ais ~~significant~~not ~~decrease~~available into ~~sales~~us when, and ~~profitability~~in ~~and~~the ~~would~~amounts ~~have~~needed, we tocould ~~cut~~be ~~back~~required to liquidate our ~~operations~~inventory and assets at below market prices, ifdelay ~~these~~purchasing ~~customers~~of ~~were~~products, ~~lost~~or ~~and~~cease or curtail operations, which could ~~not~~materially beharm ~~replaced.~~our ~~Our~~business, ~~top~~financial ~~ten~~condition ~~customers~~and ~~are~~results ~~located~~of inoperations. ~~North~~There ~~America~~can ~~and~~be ~~are~~no ~~primarily~~assurance inthat we will be able to raise the ~~retail~~capital ~~home~~when ~~improvement~~we ~~and~~need ~~pet~~it ~~industries~~to continue our operations.

WeAny ~~are~~substantial ~~dependent~~doubt ~~upon~~about our ability to continue as a going concern may affect the price of our common stock, may impact our relationship with third~~-party~~ ~~manufacturers~~parties with whom we do business, including our customers, vendors, lenders and ~~suppliers~~employees, ~~for~~and ~~substantially~~may ~~all~~impact our ofability ~~products~~to raise additional capital.

WeNeeded dofinancing may not ~~have~~be ~~any~~available ~~manufacturing~~to ~~capabilities~~us ~~and~~on ~~rely~~acceptable onterms, aor ~~limited~~at ~~number~~all. ofOur ~~contract~~ability ~~manufacturers~~to ~~located~~obtain ~~outside~~additional ~~the~~financing ~~United~~will ~~States~~be ~~for~~subject to several factors, including market conditions, our operating performance and investor sentiment and any financial or operating covenants required. These factors may make the ~~majority~~timing, amount, terms or conditions of ~~our~~additional ~~products~~financing unattractive, even if available. ~~Our~~If ~~reliance~~we oncannot generate sufficient funds from operations ~~contract~~or ~~manufacturers~~raise ~~involves~~additional ~~certain~~capital ~~risks~~on a timely basis when needed, ~~including:~~our growth or operations could be impeded and our ability to continue as a going concern would be materially impacted.

·We ~~Production~~have ~~disruptions~~substantial orliquidity ~~delays~~needs atand may not be able to obtain sufficient liquidity to operate in the ~~factory~~normal ascourse aand ~~result~~if ofwe ~~political~~cannot ~~instability,~~satisfy ~~labor~~our ~~unrest~~liquidity needs, ~~mechanical~~we ~~issues,~~may ~~natural~~be forced ~~disasters,~~to orseek ~~pandemic~~protection ~~outbreaks;~~under the bankruptcy code.

·Although ~~Capacity~~we ~~constraints;~~have reduced our capital budget, our business remains capital intensive. In addition to the cash requirements necessary to fund ongoing operations, we need to purchase inventory in anticipation of our upcoming Spring selling season. If we cannot submit and pay for purchase orders in a timely manner, our ability to provide product and satisfy demand may be impaired. We can provide no assurance that our current liquidity is sufficient to allow us to continue to operate our business or meet our projected operating needs or that we will be able to raise needed capital through real estate, inventory and assets sales. In the event we cannot obtain additional capital or alternative financing on acceptable terms, we may need to reduce the scale of our operations, which may result in curtailing non-profitable business lines and business lines that do not contribute significantly to profitability. If we cannot obtain sufficient liquidity to operate in the normal course, we may be forced to seek protection under the U.S. Bankruptcy Code, including initiating liquidation proceedings thereunder, in which event, our business operations would continue, but under the supervision of the bankruptcy court. It is possible that a trustee would be appointed or elected by creditors to liquidate our assets for distribution in accordance with the priorities established by the bankruptcy code.

·We ~~Inability~~have a history of operating losses and may not be able to ~~control~~achieve ~~the~~or ~~quality~~sustain ofprofitability in the ~~finished~~future; we are substantially dependent on our ability to successfully market and sell our products; at reasonable margins.

·We ~~Inability~~have, in recent years, operated at a loss and have been highly dependent on sales of higher margin products. However, the imposition of significant tariffs on goods manufactured in most countries outside the U.S. has substantially eroded historical and projected margins, and in some cases, have resulted in costs that could not be passed on as price increases. Our prospects for achieving and sustaining profitability in the future will depend primarily on how successful we are in increasing sales, prices and margins. If we are not successful in executing our business plan, we may not achieve or sustain profitability and even if we do so, we may not meet sales and margin expectations. Also, even if we are successful in executing our business plan, our ability to ~~control~~achieve ~~manufacturing~~and sustain profitability in the future will also depend on our ability to manage our operating costs, and ~~delivery~~profitability ~~schedules;~~may fluctuate from period to period due to our level of investments in sales and marketing, promotional activities, inventory purchases and timing of supply chain logistics and payments.

If our products are delayed or cannot be supplied in a timely manner, we risk losing revenue and customers. Developing alternate sources of supply for our products that meet our requirements may be time-consuming, difficult, and costly, and we may not be able to source our products on terms that are acceptable to us, or at all, which will have a negative effect on our revenue and financial condition.8

8Our restructurings and associated organizational changes may not adequately reduce our expenses and our inability to satisfy our liquidity needs, may lead to additional workforce attrition, and may cause operational disruptions.

We ~~face~~have ~~significant~~recently ~~competition~~experienced workforce attrition in various functions across our business, which ~~could~~may be attributable to our prior corporate restructurings, our current business circumstances, ~~reduce~~a combination of both, or other factors. Our efforts to adjust our operations with the ~~demand~~reduced ~~for~~workforce may not be successful in preventing disruption to our ~~products~~business, and with the reduced workforce, we lack redundancy in important functions across our business. We are increasingly relying on the services of contract sales representatives or other similar arrangements in response to substantial sales force attrition. Further loss of one or more of our key employees, additional loss of multiple employees in particular functions, and/or our inability to attract replacement or additional qualified personnel could substantially impair our ability to operate our business and implement our business plan, which would have a material adverse effect on our business and financial condition, as well as our stock price.

~~Our~~In ~~revenue~~the ~~depends~~event inwe ~~part~~are onunable ~~maintaining~~to ~~and~~satisfy ~~growing the sales of~~ our ~~current~~liquidity needs, ~~products~~we inmay ~~both~~experience ~~existing~~employee attrition, and ~~new~~our ~~markets,~~employees ~~but~~may ~~also~~face byconsiderable ~~improving~~distraction ~~existing~~and ~~products~~uncertainty. ~~and~~A ~~developing~~loss ~~new~~of ~~products.~~key personnel ~~There~~or ismaterial ~~substantial~~erosion ~~competition~~of ~~among~~employee ~~companies~~morale incould ~~each~~adversely ofaffect our ~~market~~business ~~sectors,~~ and aresults ~~number~~ of ~~companies~~operations. ~~market~~Our ~~products~~ability ~~that~~to ~~compete directly~~engage, ~~with our products. Current~~ motivate and ~~potential~~retain ~~customers~~key ~~may~~employees ~~consider~~or ~~these~~take ~~products~~other ~~from~~measures ~~our~~intended ~~competitors~~ to bemotivate ~~superior~~and toincentivize orkey ~~less expensive~~employees ~~than~~will ~~our~~be ~~products~~limited. ~~Some~~The loss of ~~these~~services of ~~competitors~~members ~~may~~of ~~also~~our ~~have~~senior ~~greater~~management ~~financial,~~team ~~manufacturing,~~ and ~~sales~~other ~~and~~key ~~market~~employees ~~resources than~~could ~~us.~~impair Ifour weability ~~are unable~~ to ~~effectively~~execute ~~compete~~our ~~with~~business ~~these~~strategies ~~other products~~ and ~~companies~~implement operational initiatives, wewhich ~~would~~may ~~likely~~have ~~lose~~a ~~market~~material ~~share~~adverse ~~which~~effect ~~would result~~on inour abusiness, ~~decrease~~cash inflows, ~~revenue~~liquidity, financial condition and ~~profitability~~results of operations.

WeGovernmental ~~could~~actions, ~~experience~~such ~~delays~~as ~~in the delivery of~~tariffs, ~~our~~and/or ~~products~~foreign topolicy ~~our~~actions ~~customers~~could ~~causing~~adversely usand tounexpectedly ~~lose~~impact our business.

WeSince ~~purchase~~the bulk of our products ~~from~~are supplied from other ~~vendors~~countries, ~~and~~political ~~a delay~~actions inby ~~shipment~~either ~~from~~our ~~these~~trading ~~vendors~~country toor usour ~~could~~own ~~cause~~domestic ~~significant~~policy ~~delays~~could inimpact ~~our~~both ~~delivery~~availability toand cost of our ~~customers~~products. ~~Such~~Currently, ~~disruptions~~we ~~may~~see ~~include adjustments~~this in regard to ~~ocean~~tariffs ~~shipping~~being ~~schedules,~~levied ~~labor~~on ~~strikes~~foreign orsourced ~~other~~products ~~job-related~~entering ~~actions~~into bythe ~~workers~~United ~~within~~States, including from China. The continuing tariffs by the ~~supply~~United ~~chain~~States on certain goods, ~~geopolitical~~including ~~unrest~~steel and aluminum products, ~~longshoreman~~ orin ~~rail~~addition ~~strikes~~to country specific tariffs, ~~geopolitical~~including ~~unrest~~China, has the effect of increasing our costs and negatively affecting our business. There also exists the possibility of new or ~~government~~increased ~~actions~~tariffs being levied on manufactured goods imported into the United States. ~~This~~We ~~could~~cannot ~~result~~control inthe aduration or ~~decrease~~depth of such actions which may increase our product costs which would in ~~sales~~turn ~~orders~~reduce toour usmargins and wepotentially decrease the competitiveness ~~would~~of ~~experience~~our products. These actions could have a ~~loss~~negative ineffect ~~profitability~~on our business, results of operations, or financial condition.

~~Governmental~~We ~~actions,~~also ~~such~~face asuncertainty in the interpretation of new tariffs and their applicability, including with respect to customs valuation, product classification and/ country-of-origin determinations. Although we and our suppliers seek to comply with applicable customs laws and regulations, the application of rules regarding new tariffs can be subject to varying interpretations or future re-interpretations. It is possible that U.S. or other relevant authorities could, ~~foreign~~upon ~~policy~~review ~~actions~~or audit, disagree with the valuation, rules of origin or classification methods applied to certain products. Any such disagreement could result in the retroactive assessment of additional duties with interest, the imposition of penalties, or other enforcement actions without the ability to mitigate such penalties, thereby adversely affecting our operations or financial results. Furthermore, certain of our competitors may be better positioned than us to withstand or react to border taxes, tariffs or other restrictions on global trade and ~~unexpectedly~~as a result, we may lose market share to such competitors. Due to broad uncertainty regarding the timing, content and extent of any regulatory changes in the U.S. or abroad, we cannot predict with certainty the impact, if any, that these changes could have to our business, financial condition and results of operations. However, the imposition of various tariffs since February 2025 has had a significant negative impact on our costs, margins and financial condition.

~~Since~~If ~~the bulk of~~ our ~~products~~top ~~are~~customers ~~supplied~~were ~~from other countries~~lost, ~~political actions by either our trading country or our own domestic policy could impact both availability and cost of our products. Currently,~~ we see this in regard to tariffs being levied on foreign sourced products entering into the United States, including from China. The continuing tariffs by the United States on certain Chinese goods include some of our products that we purchase from suppliers in China. The possibility of new tariffs being levied on manufactured goods imported into the United States from other countries in addition to China also currently exists. We cannot control the duration or depth of such actions which may increase our product costs which would in turn reduce our margins and potentially decrease the competitiveness of our products. These actions could ~~have a negative effect on~~ ~~our~~experience ~~business,~~lower ~~results~~sales ~~of operations, or financial condition~~volumes.

~~Inflation~~For ~~could~~the ~~adversely~~fiscal ~~affect~~year ended August 31, 2025 our top ~~business~~ten customers represented 97% of our total sales, Our single largest customer was responsible for 39% of our total sales and our two largest customers were responsible for 74% of total sales in 2025. We would experience a significant decrease in sales and profitability and would have to cut back our operations, if these customers were lost and could not be replaced. Our top ten customers are located in North America and are primarily in the retail home improvement and pet industries.

~~Inflation~~We has many impacts on our business, including increasing our direct costs for raw materials, manufacturing, shipping and logistics, labor, and energy. Our ability to pass on these higher costs to our customers is limited. When we are ~~able~~dependent toupon ~~increase~~third-party ~~our selling prices, it may be delayed several months after we first~~manufacturers ~~incur the higher costs~~ and wesuppliers ~~may~~for ~~not~~substantially beall ~~able to fully recoup the difference. In addition, high rates~~ of ~~inflation can reduce consumer’s discretionary spending and reduce demand for~~ our products~~. These actions could have a negative effect on our business, results of operations, or financial condition.~~

~~Outdoor~~We ~~product~~do ~~sales~~not ~~are~~have ~~highly~~any ~~seasonal~~manufacturing ~~and~~capabilities ~~subject~~and torely ~~adverse~~on ~~weather~~a limited number of contract manufacturers located outside the United States for the majority of our products. Our reliance on contract manufacturers involves certain risks, including:

~~Our~~· ~~fencing~~Production ~~and~~disruptions ~~outdoor~~or ~~products~~delays ~~are~~at ~~primarily bought by consumers during~~ the ~~spring~~factory ~~and~~as ~~summer.~~a ~~The~~result ~~majority~~ of ~~our~~political ~~revenues and income from these products occur during our 3rd and 4th quarters of our fiscal year. Demand for these products is highly affected by the weather. Adverse weather~~instability, ~~including abnormally~~labor ~~wet conditions or unseasonably hot or cold temperatures~~unrest, ~~can~~mechanical ~~negatively affect demand for our products and cause our customers to delay~~issues, ornatural ~~reduce~~disasters, ~~their orders. This would have a negative effect on our business, results of operations,~~ or ~~financial~~pandemic ~~condition.~~outbreaks;

~~Competitors~~· ~~may~~Capacity ~~infringe on our intellectual property which would negatively affect our business and financial condition~~constraints;

We· ~~rely~~Inability ~~on our intellectual property rights, including patents, patent applications, and trademarks,~~ to ~~provide~~control usthe ~~with~~quality ~~competitive advantages and protect us from theft~~ of our intellectual property. We believe that our patents are valid, enforceable, and valuable. If third parties infringe on our intellectual property, we may be forced to pursue litigation which would consume significant amounts of our management and financial resources. There is no guarantee that we will have the ~~financial~~finished resources necessary to engage in litigation, or that any litigation we do pursue will result in a favorable outcome. Such infringements or unfavorable outcomes of litigation would have a negative effect on our business, results of operations, or financial condition.products;

9· Inability to control manufacturing and delivery schedules; and

~~Our~~· Inability to supply products ~~may~~due ~~have~~to ~~issues~~increased ~~that~~costs ~~could~~related ~~lead~~ to ~~product~~imposition ~~liability~~of ~~claims~~significant tariffs.

The products we manufacture and distribute exposes us to potential product liability risks. Although we seek to insure against such risks, there can be no assurance that such insurance coverage will be sufficient to cover any claims or adverse legal judgements, and our costs to defend any litigation could be significant. A successful product liability claim in excess of our insurance coverage could have a material negative effect on our business and financial condition. In addition, it could significantly increase our costs of this insurance on commercially reasonable terms or make it unavailable to us altogether.9

WeIf ~~could~~our ~~lose~~products ~~our~~are ~~credit~~delayed ~~agreement~~or cannot be supplied in a timely manner, we risk losing revenue and ~~could~~customers. ~~result~~Developing inalternate sources of supply for our ~~not~~products ~~being~~that meet our requirements may be time-consuming, difficult, and costly, and we may not be able to ~~pay~~source our ~~creditors.~~products on terms that are acceptable to us, or at all, which will have a negative effect on our revenue and financial condition.

We ~~have~~face asignificant ~~line of credit with Northrim where short-term operating capital will be provided by purchasing our accounts receivable invoices for up to $6~~competition,~~000,000,~~ ~~or as a loan against our inventory~~which ~~for~~could upreduce ~~to $4,000,000, with~~ the ~~maximum~~demand ~~amount~~for we can draw under the line of $6,000,000. The maximum draw amount is currently available, and the line will expire on June 30, 2025. If we lost access to credit, or the borrowing costs exceed the likely benefits of our ~~use of such capital, it could negatively affect our ability to acquire inventory to fulfil our customers’ orders and pay our obligations on a timely basis~~products.

Our ~~information~~revenue ~~technology~~depends ~~systems~~in ~~are~~part ~~susceptible~~on maintaining and togrowing ~~certain~~the ~~risks~~sales of our current products in both existing and new markets, ~~including~~but ~~cyber~~also ~~security~~by ~~breaches~~improving existing products and developing new products. There is substantial competition among companies in each of our market sectors, ~~which~~and ~~could~~a ~~adversely~~number ~~impact~~of companies market products that compete directly with our ~~operations~~products. Current and potential customers may consider these products from our competitors to be superior to or less expensive than our products. Some of these competitors may also have greater financial, ~~condition~~manufacturing, and sales and market resources than us. If we are unable to effectively compete with these other products and companies, we would likely lose market share which would result in a decrease in revenue and profitability.

~~Our~~We ~~operations~~could ~~involve~~experience ~~information~~delays ~~technology~~in ~~systems that~~the ~~process, transmit and store information about our suppliers, customers, employees, and financial information. These systems face~~delivery ~~threats~~of ~~including telecommunication failures, natural disasters, and cyber security threats, including computer viruses, unauthorized access to~~ our ~~systems,~~products ~~and other security issues. While we have taken aggressive steps~~ to ~~implement security measures to protect~~ our ~~systems and~~customers ~~initiated~~causing anus ~~ongoing training program~~ to ~~address~~lose many of the primary causes of cyber threat with all our employees, such threats change and morph almost daily. There is no guarantee our actions will secure our information systems against all threats and vulnerabilities. The compromise or failure of our information systems could have a negative effect on our business~~, results of operations, or financial condition~~.

IfWe wepurchase ~~fail~~our products from other vendors and a delay in shipment from these vendors to ~~maintain~~us ancould ~~effective~~cause ~~system~~significant ~~of internal~~delays ~~controls,~~in weour ~~may~~delivery ~~not~~to beour ~~able~~customers. Such disruptions may include adjustments to ~~detect~~ocean ~~fraud~~shipping schedules, labor strikes or ~~report~~other ~~our~~job-related ~~financial~~actions ~~results~~by ~~accurately~~workers within the supply chain, ~~which~~geopolitical unrest, longshoreman or rail strikes, geopolitical unrest, or government actions. This could ~~harm~~result ~~our~~in ~~business~~a decrease in sales orders to us and we would experience a loss in profitability. Additionally, certain of our customers may impose penalties for orders not delivered on time, which could be ~~subject~~significant toand ~~regulatory~~have ~~scrutiny.~~a material adverse effect on our margins and financial results.

WeInflation ~~have~~could ~~completed~~adversely aaffect ~~management assessment of internal controls as prescribed by Section 404 of the Sarbanes-Oxley Act, which we were required to do in connection with~~ our audit of our financial statements for the year ended August 31, 2024. Based on this process we did not identify any material weaknesses or significant deficiencies. Although we believe our internal controls are operating effectively, we cannot guarantee that in the future we will not identify any material weaknesses or significant deficiencies in connection with this ongoing process.business

AInflation ~~contagious~~has ~~disease~~many ~~outbreak~~impacts on our business, including ~~such~~increasing asour direct costs for raw materials, manufacturing, shipping and logistics, labor, and energy. Our ability to pass on these higher costs to our customers is limited. When we are able to increase our selling prices, it may be delayed several months after we first incur the ~~recent~~higher ~~COVID-19~~costs ~~pandemic~~and ~~emergency~~we may not be able to fully recoup the difference. In addition, high rates of inflation can reduce consumer’s discretionary spending and reduce demand for our products. These actions could have ana ~~adverse~~negative effect on our ~~operations~~business, ~~and~~results of operations, or financial condition.

~~Our~~Outdoor ~~business~~product ~~could~~sales beare ~~negatively~~highly ~~affected by an outbreak~~seasonal ~~of an infectious disease due to the consequences of the actions taken by companies~~ and ~~governments~~subject to ~~contain~~adverse ~~and control such an outbreak~~weather. ~~These consequences include:~~

·Our fencing and outdoor products are primarily bought by consumers during the spring and summer. The ~~inability~~majority of our ~~third-party~~revenues ~~manufacturers~~and toincome ~~manufacture~~from these products occur during our 3rd and 4th quarters of our fiscal year (March through August). Demand for these products is highly affected by the weather. Adverse weather, including abnormally wet conditions or ~~deliver~~unseasonably hot or cold temperatures, can negatively affect demand for our products and cause our customers to usdelay, inor reduce, their orders. This would have a ~~timely~~negative ~~manner~~effect on our business, ifresults itof ~~all~~operations, or financial condition.

·Competitors ~~Isolation requirements~~ may ~~prevent~~infringe on our ~~employees~~intellectual ~~from~~property ~~being able to report to work or being required to work from home or other off-site location~~ which would ~~may~~negatively ~~prevent~~affect ~~us from accomplishing certain functions, including receiving products from~~ our ~~suppliers~~business and ~~fulfilling~~financial ~~orders for our customers, which may result in an inability to meet our obligations.~~condition

·We ~~Our~~rely ~~new~~on ~~product~~our ~~launches~~intellectual ~~may~~property berights, including ~~delayed~~patents, orpatent ~~require~~applications, ~~unexpected~~and ~~changes~~trademarks, to provide us with competitive advantages and protect us from theft of our intellectual property. We believe that our patents are valid, enforceable, and valuable. If third parties infringe on our intellectual property, we may be ~~made~~forced to pursue litigation which would consume significant amounts of our ~~new~~management and financial resources. There is no guarantee that we will have the financial resources necessary to engage in litigation, or ~~existing~~that ~~products~~any litigation we do pursue will result in a favorable outcome. Such infringements or unfavorable outcomes of litigation would have a negative effect on our business, results of operations, or financial condition.

·Our ~~The~~products ~~effect of the outbreak on the economy~~ may behave ~~severe,~~issues ~~including~~that ~~an economic downturn and decrease in employment levels which~~ could lead ~~result~~to inproduct aliability ~~decrease in consumer demand for our products.~~claims

The ~~financial~~products ~~impact~~we ofmanufacture and distribute expose us to potential product liability risks. Although we seek to insure against such anrisks, ~~outbreak~~there ~~are~~can be no assurance that such insurance ~~outside~~coverage ~~our~~will ~~control~~be ~~and~~sufficient ~~are~~to ~~not~~cover ~~reasonable~~any claims or adverse legal judgements, and our costs to ~~estimate~~defend ~~but~~any ~~may~~litigation could be significant. A ~~The~~successful ~~costs~~product ~~associated~~liability ~~with~~claim ~~any~~in ~~outbreak~~excess ~~may~~of our insurance coverage could have ana ~~adverse impact~~material negative effect on our ~~operations~~business and financial condition. ~~and~~In ~~not~~addition, beit ~~fully~~could ~~recoverable~~significantly orincrease ~~adequately~~our ~~covered~~costs byof this insurance on commercially reasonable terms or make it unavailable to us altogether.

~~Risks~~We ~~Related~~depend on sophisticated information technology systems to operate ~~Our~~our ~~Common~~business ~~Shares~~and a cyberattack or other breach of these systems, or a system error, could have a material adverse effect on our business and results of operations.

We ~~may~~are ~~decide~~increasingly and substantially dependent upon information technology systems and infrastructure to ~~acquire~~operate ~~assets~~our orbusiness. ~~enter~~In ~~into~~ the ordinary course of our business, ~~combinations~~we collect, ~~which~~store, process, ~~could~~and betransmit ~~paid~~sensitive ~~for~~data on our networks and systems, ~~either~~including ~~wholly~~our proprietary or ~~partially~~confidential business information and personal information with respect to our ~~common~~employees, ~~shares~~customers, and ifour webusiness ~~decide~~partners. toIn dothe ~~this~~ordinary course of our ~~current~~business, this ~~shareholders~~type ~~would~~of ~~experience~~data ~~dilution~~is inalso ~~their~~collected, ~~percentage~~stored, processed, and transmitted on the networks and systems of ~~ownership.~~business partners and vendors from whom we purchase software and/or technology-based services.

~~Our~~The ~~Articles~~size ofand ~~Incorporation~~complexity ~~give~~of our ~~Board~~and ~~of Directors~~third-party ~~the~~information ~~right~~technology tosystems ~~enter~~and ~~into~~infrastructure, ~~any~~and ~~contract~~their ~~without~~connection to the ~~approval~~Internet, ofmake ~~our~~such ~~shareholders.~~systems ~~Therefore,~~potentially ~~our~~vulnerable ~~management~~to service ~~could~~interruptions, ~~decide~~system errors leading to ~~make~~data anloss, ~~investment (buy~~data ~~shares~~theft, ~~loan~~unauthorized ~~money~~disclosure, ~~etc~~and/or cyberattacks.) ~~without~~These ~~shareholder~~incidents could ~~approval.~~result Iffrom weinadvertent ~~acquire~~or anintentional ~~asset~~actions or ~~enter~~omissions ~~into~~by aour employees and consultants, or those of our business ~~combination~~partners and vendors, ~~this~~or ~~could~~from ~~include~~the actions of third parties with criminal or other malicious intent. Notwithstanding our efforts to combat cyber ~~exchanging~~threats, aincluding ~~large~~through ~~amount~~the use of third party software, consultants and monitoring agents, as with most other companies, our ~~common~~information technology ~~shares~~systems have been, ~~which~~and ~~could~~will ~~dilute~~likely continue to be, subject from time to time to computer viruses, malicious codes, unauthorized access, and other forms of cyberattack, and we expect the ~~ownership~~sophistication ~~interest~~and frequency of ~~present~~such ~~shareholders~~efforts to continue to increase.

~~Future~~We ~~stock~~are ~~distributions~~increasingly ~~could~~relying beon ~~structured~~the networks and insystems ~~such~~of athird-party ~~way~~vendors as we seek to migrate the storage and processing of business and other information from our own computer servers and networks to “cloud”-based storage and software systems and services maintained by third-party vendors. While we believe there are potential cost savings and other benefits from this migration strategy, we do not control how third-party vendors maintain their networks and systems, what technology they implement to protect their systems from cyber-attack or other malicious behavior, or what corrective or remedial measures they would take in response to service issues or a criminal or other malicious attack. Also, many of these vendors are large, well-known technology companies that maintain substantial volumes of information for a large number of companies, and whose systems may therefore be 1)larger ~~diluting~~targets for criminal or other malicious actors as compared to our ~~current~~own ~~shareholders~~networks and orsystems. 2)Accordingly, our migration to third-party networks and system could ~~cause~~increase athe ~~change~~risk inthat ~~control~~business and other information maintained by us could be subject to ~~new~~a ~~investors~~breach, theft, unauthorized disclosure, or other forms of cyberattacks even if we are not specifically targeted.

IfBreaches weof ~~raise~~information ~~additional~~technology ~~funds~~systems byand technology ~~selling~~can ~~more~~be ofdifficult ~~our stock~~to detect, ~~the~~and ~~new~~any ~~shares~~delay ~~may~~in ~~have~~identifying ~~rights,~~any ~~preferences~~such orincidents ~~privileges~~may ~~senior~~lead to ~~those~~increased harm of the ~~rights~~type ofdescribed above. ~~our~~While ~~existing~~we ~~shares.~~have Ifimplemented ~~common~~security ~~shares are~~measures ~~issued~~to inprotect ~~return~~our ~~for~~information ~~additional~~technology ~~funds,~~systems ~~the~~and ~~price~~infrastructure, ~~per~~and ~~share~~monitor ~~could~~such systems beand ~~lower~~infrastructure ~~than~~on ~~that~~an ~~paid~~ongoing bybasis ~~our~~for any current ~~stockholders.~~or ~~The~~potential ~~result~~threats ofthrough sophisticated third party cyber defense companies, ~~this~~there ~~would~~can be ano ~~lessening~~assurance that these measures will prevent the type of ~~each~~incidents ~~present~~that ~~stockholder’s~~could ~~relative~~have ~~percentage~~a ~~interest~~material inadverse effect on our ~~company~~business and results of operations.

~~The~~On October 15, 2025, we learned that a threat actor had gained unauthorized access to portions of our information technology (“IT”) environment and claimed to have unlawfully accessed certain Company’s ~~common~~information ~~shares~~and ~~currently~~data. ~~trade~~We immediately activated our cyber incident response plan to contain the intrusion, assess ~~within~~and investigate the ~~NASDAQ~~incident ~~Capital~~and ~~Market~~implement inremedial measures. We also immediately notified law enforcement, including the ~~United~~FBI, ~~States~~and retained external cybersecurity experts to assist. Based on our investigation to date, we believe that the cybersecurity incident consisted of unauthorized access and deployment of encryption and monitoring software by a third party to a portion of our internal corporate IT systems. The ~~average~~incident ~~daily~~caused ~~trading~~disruptions ~~volume~~and limitation of access to portions of our ~~common~~business ~~stock~~applications ~~was~~supporting ~~approximately~~aspects ~~4,700~~of ~~shares~~our operations onand ~~NASDAQ~~corporate ~~for~~functions, ~~the~~which ~~fiscal~~we ~~year~~voluntarily ~~ended~~took ~~August~~offline ~~31,~~as ~~2024~~a precautionary measure. ~~With~~Based ~~this~~on ~~limited~~the ~~trading~~information ~~volume~~reviewed to date, ~~investors~~we believe ~~could~~the ~~find~~unauthorized itactivity ~~difficult~~has been contained and we were able to ~~purchase~~bring ~~or sell~~the impacted portions of our ~~common~~IT ~~stock~~systems orand ~~experience~~individual computer ~~significant~~devices ~~volatility~~back inonline ~~the~~and ~~price~~operate at full capacity within a week of ~~our~~detection ~~common~~of ~~stock~~the unauthorized access.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~11

~~---~~Although Nowe ~~Disclosure~~ascertained ~~Necessary~~that ~~---~~certain information was exfiltrated, we are still investigating the extent of compromise of any sensitive information contained within the accessed IT systems. However, it is believed that the threat actors unlawfully accessed certain computer systems and exfiltrated images of video meetings and computer screens that may contain sensitive information. The threat actors have threatened to release this information publicly if we did not provide them with a monetary payment, which we did not. The threat actors have made public certain of our information and that of some of our vendors and customers. However, we do not believe that the threat actor was able to infiltrate the computer systems of any of our customers or vendors. We have taken additional cybersecurity measures in response to this incident including closing off the point of unlawful access and bolstering our cyber defensive capabilities, including use of third party cybersecurity experts. At this time, we believe that the costs associated with these activities will be largely covered by our cyber security insurance policy and that the disruption to our operations will likewise be covered by adequate insurance. However, there can be no assurance that our insurance carriers will accept liability under these policies, in which event, we would be compelled to pay the expenses of our cyber experts directly, which would increase our costs and have a material adverse effect on our future financial performance.

~~ITEM~~As the investigation 1Cof the incident is ongoing, the full scope, nature and ultimate impact of the incident are not yet completely known. ~~CYBERSECURITY~~We have no current evidence that any personally identifiable information of any employees, customers, suppliers or vendors has been compromised, but our analysis and review of the potential compromised systems and data continues.

~~Risk~~Compliance ~~Management~~with global privacy and ~~Strategy~~data security requirements could result in additional costs and liabilities to us or inhibit our ability to collect and process data globally, and our failure to comply with data protection laws and regulations could lead to government actions, which could cause our business and reputation to suffer.

WeEvolving ~~currently~~state, ~~manage~~federal, ~~our~~and ~~cybersecurity~~foreign ~~risk~~laws, ~~through~~regulations and industry standards regarding privacy and security apply to our ITcollection, ~~consultants~~use, inretention, aprotection, ~~variety~~disclosure, transfer and other processing of ~~practices~~personal ~~that~~data. ~~are~~Privacy ~~applicable~~and data protection laws may be interpreted and applied differently from country to ~~all~~country ~~users~~and state to state in the U.S. and may create inconsistent or conflicting requirements, which can increase the costs incurred by us in complying with such laws, which may be substantial. For example, the European Data Protection Regulation (“GDPR”) imposes a broad array of ~~our~~requirements ~~information~~for ~~technology~~processing personal data, including elevated disclosure requirements regarding collection and ~~information~~use ~~assets~~of such data, and the California Consumer Privacy Act (“CCPA”) substantially expands privacy obligations of many businesses, including requiring ~~our~~new ~~officers~~disclosures to California consumers, ~~directors~~imposing new rules for collecting or using information about minors and affording consumers the right to know whether their data is sold or disclosed, ~~employees~~the right to request that a company delete their personal information, ~~vendors~~the right to opt-out of the sale of personal information and ~~contractors~~the right to non-discrimination in terms of price or service when a consumer exercises a privacy right. ~~Our~~Like ~~cyber~~the ~~risk~~GDPR, ~~management~~the ~~programs~~CCPA ~~are~~establishes ~~designed~~potentially tosignificant ~~identify~~penalties for violation. The California Privacy Rights Act (“CPRA”), ~~assess~~which became operational on July 1, ~~manage~~2023, expands on the CCPA, creating additional consumer rights and ~~mitigate~~protections, including the right to correct personal information, the right to opt out of the use of personal information in automated decision making, the right to opt out of sharing consumer’s personal information for cross-context behavioral advertising, and the ~~respond~~right to ~~cybersecurity~~restrict ~~threats~~use of and disclosure of sensitive personal information. Similar restrictions are also included in the privacy laws of other states in the U.S.

We ~~utilize a combination of technology and active monitoring that~~ are ~~integrated~~evaluating ~~within~~ our ~~enterprise~~privacy ~~risk~~program ~~management~~as ~~network~~a ~~system~~result of tothese ~~promote~~privacy ~~security~~laws, ~~awareness~~ and ~~prevent~~it ~~security incidents~~is ~~that~~likely ~~are~~we ~~consistent~~will ~~with~~incur ~~recognized~~additional ~~standards~~expense and ~~practices~~investment ~~for~~of ~~information~~resources ~~technology~~in ~~and~~our ~~cyber~~efforts ~~security~~to comply. ~~Our~~If ~~process for addressing~~we ~~risk~~are ~~aligns~~unable ~~with~~to ~~industry~~implement ~~standards~~a assuitable ~~outlined~~compliance inprogram ~~the NIST Cybersecurity~~relating ~~Framework~~to ~~and~~these ~~NIST Risk~~or ~~Management~~future ~~Framework. The~~privacy ~~performance~~laws and ~~effectiveness~~regulations, ofwe ~~our~~may ~~cybersecurity~~face ~~program~~increased exposure ~~are~~to ~~also~~regulatory ~~tested~~actions, onincluding asubstantial ~~regular~~fines ~~schedule~~and ~~by outside consulting third-party experts~~penalties.

We have ~~not~~identified ~~experienced~~significant ~~any~~deficiencies in ~~material~~our ~~cybersecurity incidents~~internal orcontrols. ~~identified~~If ~~any~~we ~~material~~are ~~cybersecurity~~unable ~~threats~~to ~~that~~remediate ~~have~~these ~~affected~~deficiencies, or if we experience additional significant deficiencies or material weaknesses and are ~~reasonably~~unable ~~likely~~to maintain an effective system of internal controls, we may not be able to ~~materially~~detect ~~affect~~fraud usor report our financial results accurately, which could harm our business ~~strategy~~, ~~results~~negatively ofaffect ~~operations~~investor orconfidence ~~financial~~in ~~condition~~the Company, and subject us to regulatory scrutiny.

~~Our~~We ~~Chief~~have ~~Financial~~completed ~~Officer~~a ismanagement ~~responsible~~assessment ~~for assessing~~of ~~and~~internal ~~managing~~controls ~~our~~as ~~cyber~~prescribed ~~risk~~by ~~management~~Section ~~program~~404 ~~and~~of ~~informs~~the ~~senior~~Sarbanes-Oxley ~~management~~Act, ~~regarding~~which we were required to do in connection with our audit of our financial statements for the ~~prevention,~~year ~~detection~~ended August 31, ~~mitigation~~2025. Based on this process, ~~and~~we ~~remediation~~identified the following significant deficiencies ofin ~~cybersecurity~~our ~~incidents.~~internal controls:

~~Governance~~· The company did not maintain effective controls over certain aspects of financial reporting process including year-end reconciliations of the consignment inventory balances held and year end cut-off procedures, because of the company restructuring that occurred during the year.

~~The~~· ~~Audit~~Implementation ~~Committee~~ of ~~the~~formal ~~Board~~process ofsurrounding ~~Directors~~average iscosting ~~responsible~~ for ~~overseeing~~inventory ~~risks~~held ~~related~~due to ~~cybersecurity~~certain economic pressures including significant tariffs passed for import products from China, where some of the Company's main suppliers are located.

~~Our~~Although ~~Chief~~these ~~Executive~~deficiencies ~~Officer~~do ~~and~~not ~~Chief~~rise ~~Financial~~to ~~Officer~~the ~~are~~level ~~responsible~~of ~~for~~material ~~assessing~~weaknesses and ~~managing~~no ~~risks~~material ~~and~~weaknesses ~~incidents~~have ~~relating~~been toidentified, ~~cybersecurity~~and ~~threats.~~our ~~They~~disclosure ~~report~~controls ~~any~~and ~~material~~procedures ~~findings~~were ~~and~~effective ~~recommendations,~~at ifthe ~~any~~reasonable assurance level as of August 31, 2025, our management is undertaking remediation measures to ~~the~~ensure ~~Audit~~that ~~Committee~~our disclosure controls and ~~the~~procedures ~~Board~~remain ~~of Directors~~effective.

1112

~~ITEM~~However, 2we cannot guarantee that in the future we will not identify any material weaknesses or significant deficiencies in connection with this ongoing process, which could result in significant expense to remediate any such deficiencies. ~~PROPERTIES~~Additionally, any inability to report our financial results accurately could result in untimely filing of our public reports, a halt in trading of our securities, shareholder lawsuits and regulatory inquiry or investigations.

Our executive offices are located at 32275 NW Hillcrest Street, North Plains, Oregon. The 5.6 acre facility, which is owned, consists of 55,250 square feet of covered space (10,000 office and 47,250 warehouse), a little over three acres of paved yard space, and was originally completed in October 1995. A ~~12,000~~contagious ~~square foot warehouse~~disease ~~expansion was completed in fiscal 2017 which we are using for several new product lines. In fiscal 2021~~outbreak, wesuch ~~completed~~as the ~~conversion~~recent ~~of 2,000~~COVID-19 ~~square~~pandemic ~~feet of older warehouse space into 4~~emergency,~~000~~ ~~square~~could ~~feet~~have ofan ~~office~~adverse ~~and~~effect ~~meeting space~~ on ~~two levels. The facility provides office space for JC USA, including all of~~ our ~~executive~~operations ~~offices,~~ and isfinancial ~~used as a distribution center to service the customer base for JCC and Greenwood. During fiscal 2022, we leased an additional 4,700 square feet of warehouse space located in North Plains, Oregon.~~condition

~~During~~Our ~~fiscal~~business ~~2010,~~could webe ~~purchased~~negatively aaffected ~~2,000 square foot~~by ~~building~~an ~~adjacent~~outbreak toof ~~our~~an ~~main~~infectious ~~facilities~~disease ~~that~~due ~~previously~~to ~~housed a seed testing lab located at 31895 NW Hillcrest Street, North Plains, Oregon. We formerly leased~~ the ~~property~~consequences ~~for $729 per month until the expiration~~ of the ~~lease~~actions ontaken ~~January~~by 4,companies ~~2010.~~and Atgovernments ~~that time, the Company exercised its option~~ to ~~buy~~contain ~~the land~~ and ~~building~~control such ~~for~~an ~~a total cost of $150,946~~outbreak. InThese ~~fiscal~~consequences ~~2020, we renovated this building into an innovation center which focuses on new product development.~~include:

· The ~~property~~inability ~~associated with JCSC, which is owned, consists~~ of ~~11.6~~our ~~acres~~third-party ofmanufacturers ~~land,~~to ~~105,000~~manufacture ~~square~~or ~~feet~~deliver ofproducts ~~buildings, rolling stock, and equipment. It was used for seed processing and storage. It is located at 31345 NW Beach Road, Hillsboro, Oregon, which is adjacent~~ to ~~North~~us ~~Plains,~~in ~~Oregon.~~a ~~With~~timely ~~the closure of JCSC’s business~~manner, ~~the~~ ~~property~~if isit ~~considered surplus to our needs and is currently listed for sale or lease~~all.

~~ITEM 3.~~· ~~LEGAL~~Isolation ~~PROCEEDINGS~~requirements may prevent our employees from being able to report to work or being required to work from home or other off-site location which may prevent us from accomplishing certain functions, including receiving products from our suppliers and fulfilling orders for our customers, which may result in an inability to meet our obligations.

~~From~~· ~~time~~Our ~~to time,~~new weproduct launches may ~~become~~be ~~involved~~delayed ~~in various lawsuits and legal proceedings, which arise in the ordinary course of business. We are currently unaware of any material pending legal proceedings to which we are party~~ or ofrequire ~~which~~unexpected ~~our~~changes ~~property is the subject. However, we may at times in the future become involved in litigation in the ordinary course of business, which may include actions related~~ to orbe ~~based~~made on our intellectual property and its use, customer claims, employment practices and employee complaints and other events arising out of our operations. When appropriate in management’s estimation, we will record adequate reserves in our financial statements for pending litigation. Litigation is subject to ~~inherent uncertainties, and an adverse result in any such matters could adversely impact~~ our ~~reputation,~~new ~~operations, and our financial operating results~~ or ~~overall~~existing ~~financial condition~~products. Additionally, any litigation to which we may become subject could also require significant involvement of our senior management and may divert management’s attention from our business and operations.

In· ~~fiscal~~The ~~2021, we~~effect ~~initiated arbitration against a former distributor asserting a breach~~ of the ~~distribution~~outbreak ~~agreement~~on ~~and~~the ~~seeking~~economy ~~damages.~~may Inbe ~~February 2023~~severe, ~~the~~including ~~arbitrator~~an ~~issued~~economic ~~its~~downturn ~~decision~~ and ~~ruled~~decrease in ~~our~~employment ~~favor~~levels ~~on the~~which ~~majority of~~could ~~all of~~result ~~our~~in ~~claims. A~~a ~~damages hearing~~decrease ~~was held~~ in ~~August~~consumer ~~2023.~~demand ~~In September 2023, we settled this arbitration~~ for aour ~~cash payment of $2,450,000 which was received in October 2023~~products.

~~ITEM~~The financial impact of such an outbreak 4are outside our control and are not reasonable to estimate but may be significant. ~~MINE~~The ~~SAFETY~~costs ~~DISCLOSURES~~associated with any outbreak may have an adverse impact on our operations and financial condition and not be fully recoverable or adequately covered by insurance.

~~---~~Risks NoRelated ~~Disclosure~~to ~~Necessary~~Our ~~---~~Common Shares

12We may issue additional shares of common stock, securities convertible into common stock, or securities with superior rights to our common stock, in the future, including to raise capital, for strategic transactions, or to attract and retain employees, which would have a dilutive effect on existing stockholders.

~~PART~~The IIissuance of a substantial number of additional shares of our common stock, securities convertible into common stock, or securities with superior rights to our common stock, or the perception that such sales could occur, could have a material adverse effect on the market price of our common stock. In addition, future sales and issuances of our common stock will result in dilution to our existing stockholders, and new investors could gain rights superior to those of our existing stockholders. This dilution would reduce the ownership percentage and voting power of existing stockholders and could also cause a decline in earnings per share, which could further reduce the market price of our common stock.

~~ITEM~~If 5we raise additional funds by selling preferred stock or securities, including debt securities, convertible into shares of our common stock, the new shares may have rights, preferences or privileges senior to those of the rights of our existing common shares. ~~Market~~If ~~for~~common ~~Registrant’s~~shares ~~Common~~are ~~Equity~~issued in return for additional funds, the ~~Related~~price ~~Stockholder~~per ~~Matters~~share ~~and~~could ~~Issuer~~be ~~Purchases~~lower than that paid by our current stockholders. The result of ~~Equity~~these ~~Securities~~actions would be a decrease of each present shareholder’s relative percentage interest in our Company.

~~Market~~Our stock price may be volatile and you ~~Information~~may lose all or a part of your investment.

~~Our~~The Company’s common shares currently trade within on the NASDAQ Capital Market ~~(formerly~~ ~~the NASDAQ Small Cap Market)~~ in the United States. The average daily trading ~~symbol~~volume ~~for~~of our common ~~shares~~stock iswas ~~“JCTC”~~approximately ~~and~~9,300 ~~the CUSIP~~shares ~~number~~on NASDAQ for the ~~stock~~fiscal isyear ~~47733C-20-7.~~ended ~~The~~August ~~common~~31, ~~shares~~2025. ~~formerly~~With ~~traded~~this ~~under~~limited ~~the~~trading ~~symbol~~volume, ~~“JCTCF”~~investors ~~until~~could ~~October~~find 9,it ~~2024.~~difficult ~~Our~~to purchase or sell our common ~~shares~~stock ~~began~~or ~~trading~~experience onsignificant ~~the~~volatility ~~NASDAQ~~in ~~Small~~the ~~Cap~~price ~~Market~~of inour ~~April~~common ~~1996~~stock.

~~Table~~Our ~~No.~~stock 1price ~~lists~~could ~~the~~fluctuate ~~volume~~significantly due ofto ~~trading~~a ~~along~~number ~~with the~~of ~~high~~factors, ~~low, and closing sales prices on the NASDAQ Capital Market for our common shares.~~including:

~~Table~~· ~~No.~~issuance 1of additional shares of our common stock or securities convertible into shares of our common stock, and the expected dilution to our stockholders resulting therefrom, which may occur upon the refinancing of our debt or in connection with other capital raising transactions;

~~NASDAQ~~· ~~Capital~~regulatory ~~Market~~developments in the U.S. and foreign countries;

~~Common~~· ~~Shares~~sales ~~Trading~~of ~~Activity~~substantial amounts of our stock or short selling activity by investors;

~~(US~~· ~~Dollars)~~variations in our anticipated or actual operating results;

Period Ended		Volume		High		Low		Closing
	Monthly
	September 2024		140,000	$	5.00	$	4.35	$	4.98
	August 2024		70,300		4.72		3.86		4.61
	July 2024		151,200		5.24		4.01		4.10
	June 2024		98,300		5.69		4.70		4.85
	May 2024		161,100		5.50		5.16		5.36
	April 2024		100,000		5.69		4.58		5.23
	Quarterly
	Three months ended August 31, 2024		319,800	$	5.69	$	3.86	$	4.61
	Three months ended May 31, 2024		289,000		5.71		4.58		5.36
	Three months ended February 29, 2024		301,000		6.35		4.89		5.27
	Three months ended November 30, 2023		261,100		4.99		4.50		4.86
	Three months ended August 31, 2023		471,700	$	5.62	$	3.70	$	4.52
	Three months ended May 31, 2023		206,500		5.90		4.67		4.65
	Three months ended February 28, 2023		296,200		5.98		4.95		5.50
	Three months ended November 30, 2022		274,800		6.54		4.85		5.08
	Annually
	Fiscal year ended August 31, 2024		1,170,900	$	6.35	$	3.86	$	4.61
	Fiscal year ended August 31, 2023		1,249,200		6.54		3.70		4.52
	Fiscal year ended August 31, 2022		842,000		13.74		5.50		6.36
	Fiscal year ended August 31, 2021		1,305,400		12.00		7.23		10.60
	Fiscal year ended August 31, 2020		455,600		8.78		5.00		7.55

conditions or trends in our industry generally; and

~~Holders~~· events that affect, or have the potential to affect, general economic conditions, including but not limited to political unrest, global trade wars, natural disasters, acts of war, terrorism, or disease outbreaks.

~~Computershare Investor Services Inc. which is located in Vancouver, British Columbia, Canada is the registrar and transfer agent for our common shares.~~13

OnMany ~~November~~of 14these factors are beyond our control, and ~~2024~~we ~~there~~believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance. ~~were~~If 29our ~~registered~~revenues ~~shareholders~~in ~~and~~any 3particular period do not meet expectations,~~504~~ we may not be able to adjust our expenditures in that period,~~802~~ ~~shares~~which could cause our operating results to suffer. If our operating results in any future period fall below the expectations of securities analysts or investors, our ~~common~~stock ~~shares~~price ~~outstanding~~may fall by a significant amount.

13Future sales of our common stock by shareholders could cause our stock price to decline, and future issuances of common stock could cause substantial dilution.

~~Dividends~~If our existing stockholders sell a large number of shares of our common stock, or the public market perceives that existing stockholders might sell shares of common stock, the market price of our common stock could decline significantly. Sales of substantial amounts of shares of our common stock in the public market by our executive officers, directors, 5% or greater stockholders or other stockholders, or the prospect of such sales, could adversely affect the market price of our common stock. To the extent that option holders exercise outstanding options or we issue additional shares in the future, there may be further dilution and the sales of shares into the marketplace could cause our stock price to drop further.

We ~~have not declared any dividends since incorporation and we do not anticipate that we~~ will docontinue ~~so in the foreseeable future. Our present policy is~~ to ~~retain~~incur ~~earnings~~substantial ~~for~~costs ~~use in our operations~~ and ~~expansion of our business. There are no current restrictions that limit our ability to pay dividends on common equity or that are~~obligations ~~likely~~as toa doresult soof inbeing ~~the~~a ~~future.~~public ~~Any dividends paid by us to U~~company.~~S. shareholders would be subject to Canadian withholding tax.~~

~~Recent~~As ~~Sales~~a publicly-traded company, we will continue to incur significant legal, accounting and other expenses. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), regulations related thereto and the rules and regulations of the United States Securities: and Exchange Commission (“SEC”) and the Nasdaq Stock Market, have increased the costs and ~~Use~~the time that must be devoted to compliance matters. We expect these rules and regulations will continue to increase our legal and financial costs and lead to a diversion of ~~Proceeds~~management time and attention from ~~Securities~~revenue-generating activities.

We ~~have~~are ~~not~~subject ~~sold~~to reporting and other obligations under applicable Canadian securities inlaws, SEC rules and the ~~last~~rules ~~three~~of ~~fiscal~~the Nasdaq Stock Market. These reporting and other obligations ~~years~~place significant demands on our management, administrative, operational and accounting resources. Moreover, any failure to maintain effective internal controls could cause us to fail to meet our reporting obligations or result in material misstatements in our consolidated financial statements. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results could be materially harmed, which could also cause investors to lose confidence in our reported financial information, which could result in a lower trading price of our common shares.

~~Purchases~~ITEM of1B. ~~equity securities~~UNRESOLVED bySTAFF ~~the issuer and affiliated purchasers~~COMMENTS

We--- ~~have~~No ~~not~~Disclosure ~~repurchased~~Necessary ~~any common shares during the years ended August 31, 2024 or August 31, 2023.~~---

ITEM 61C. ~~[RESERVED]~~CYBERSECURITY

~~Item 7.~~Risk Management’s ~~Discussion~~ and ~~Analysis of Financial Condition and Results of Operation~~Strategy

~~The~~Our ~~Company’s~~Board ~~operations~~recognizes ~~are~~the ~~classified~~critical ~~into~~importance ~~three~~of ~~reportable~~maintaining ~~operating~~the ~~segments~~trust and ~~the~~confidence ~~parent~~of ~~corporate~~our customers, suppliers, business partners and ~~administrative~~employees. ~~segment~~Our Board and our Audit Committee are actively involved in oversight of our risk management program, ~~which~~and ~~were~~cybersecurity ~~determined~~represents an important component of our overall approach to enterprise risk management (“ERM”). Our cybersecurity policies, standards, processes, and practices are fully integrated into our ERM program and are based on ~~the~~recognized ~~nature~~frameworks ofand applicable established industry standards. In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the ~~products~~confidentiality, ~~offered~~security and ~~along~~availability ~~with~~of the ~~markets~~information ~~being~~that ~~served.~~we ~~The~~collect ~~segments~~and ~~are~~store asby ~~follows:~~identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

~~· Pet, Fencing and Other~~14

·As ~~Industrial~~one ~~wood~~of ~~products~~the critical elements of our overall ERM approach, our cybersecurity program is focused on the following key areas:

·• ~~Seed~~risk ~~processing~~assessments ~~and~~designed ~~sales~~to ·help ~~Corporate~~identify ~~and~~material ~~administrative~~cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment;

~~Sales,~~• ~~income~~technical ~~before~~safeguards ~~taxes,~~that ~~assets,~~are ~~depreciation~~designed ~~and~~to ~~amortization,~~protect ~~capital expenditures,~~our ~~and~~information ~~interest~~systems ~~expense~~from bycybersecurity ~~segment~~threats, ~~are~~including ~~shown~~firewalls, inintrusion ~~the~~prevention ~~financial~~and ~~statements~~detection ~~under~~systems, ~~Note~~anti-malware 12functionality ~~“Segment~~and ~~Information.”~~access controls;

~~Quarterly~~• ~~Results~~the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security procedures;

~~The~~• ~~following~~training ~~table~~and ~~summarizes~~awareness ~~quarterly~~programs ~~financial results~~for inemployees ~~fiscal~~that ~~2024~~include periodic and ~~fiscal~~ongoing ~~2023.~~assessments ~~(Figures~~to ~~are~~drive ~~thousands~~adoption ofand ~~dollars~~awareness ~~except~~of ~~per~~cybersecurity ~~share~~processes ~~amounts).~~and procedures;

	For the Year Ended August 31, 2024
	First		Second			Third		Fourth			Full
	Quarter		Quarter			Quarter		Quarter			Year
Sales	$	9,806	$	8,229		$	15,896	$	13,214		$	47,145
Gross profit		1,956		2,065			2,951		1,912			8,884
Net income (loss)		1,292		(534	)		155		(191	)		722
Basic earnings per share	$	0.37	$	(0.15	)	$	0.04	$	(0.05	)	$	0.21
Diluted earnings per share	$	0.37	$	(0.15	)	$	0.04	$	(0.05	)	$	0.21

•

a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

	For the Year Ended August 31, 2023
	First			Second			Third		Fourth		Full
	Quarter			Quarter			Quarter		Quarter		Year
Sales	$	12,578		$	8,143		$	18,946	$	14,622	$	54,289
Gross profit		2,860			1,921			4,413		3,053		12,247
Net income (loss)		(74	)		(972	)		735		290		(21	)
Basic earnings per share	$	(0.02	)	$	(0.28	)	$	0.21	$	0.08	$	(0.01	)
Diluted earnings per share	$	(0.02	)	$	(0.28	)	$	0.21	$	0.08	$	(0.01	)

•

a third-party risk management process for service providers, suppliers, and vendors.

*Notwithstanding ~~Fiscal~~the ~~2024~~measures ~~quarterly~~we ~~per~~have ~~share~~put ~~earnings~~in ~~were~~place internally ~~calculated~~and ~~using~~through ~~weighted~~third ~~average~~party ~~number~~industry ofexperts, ~~common~~on ~~shares~~October ~~outstanding~~15, as2025, ofwe ~~August~~learned ~~31,~~that ~~2024~~a threat actor had gained unauthorized access to portions of ~~3,504,802~~our information technology (~~2023~~“IT”) –environment 3and claimed to have unlawfully accessed certain Company information and data. We immediately activated our cyber incident response plan to contain the intrusion,~~498~~ assess and investigate the incident and implement remedial measures. We also immediately notified law enforcement,~~899~~ including the Federal Bureau of Investigation (FBI), and retained external cybersecurity experts to assist. Based on our investigation to date, we believe that the cybersecurity incident consisted of unauthorized access and deployment of encryption and monitoring software by a third party to a portion of our internal corporate IT systems. The ~~sum~~incident caused disruptions and limitation of ~~the~~access ~~quarterly~~to ~~earnings~~portions ~~per~~of ~~share~~our ~~may~~business ~~not~~applications ~~equal~~supporting aspects of our operations and corporate functions, which we voluntarily took offline as a precautionary measure. Based on the ~~full~~information ~~year~~reviewed ~~earnings~~to ~~per~~date, ~~share~~we believe ~~due~~the unauthorized activity has been contained and we were able to bring the ~~use~~impacted portions of ~~the~~our ~~full~~IT ~~year’s~~systems ~~weighted~~and ~~average~~individual computer ~~share~~devices ~~figure~~back online and ~~rounding~~operate at full capacity within a week of detection of the unauthorized access.

14Although we ascertained that certain information was exfiltrated, we are still investigating the extent of compromise of any sensitive information contained within the accessed IT systems. However, it is believed that the threat actors unlawfully accessed certain computer systems and exfiltrated images of video meetings and computer screens that may contain sensitive information. The threat actors released a portion of this information publicly and that of some of our vendors and customers since we had not acceded to their demand for a monetary payment. However, we do not believe that the threat actor was able to infiltrate the computer systems of any of our customers or vendors. We have taken additional cybersecurity measures in response to this incident including closing off the point of unlawful access and bolstering our cyber defensive capabilities. We believe that there will be additional costs associated with these activities but that the disruption to our operations and the costs associated with our cybersecurity experts will largely be covered by adequate insurance. However, there can be no assurance that our insurance carriers will accept liability under these policies, in which event, we would be compelled to pay the expenses of our cyber experts directly, which would increase our costs and have a material adverse effect on our future financial performance.

~~RESULTS~~As the investigation of the incident is ongoing, OFthe ~~OPERATIONS~~full scope, nature and ultimate impact of the incident are not yet completely known. We have no current evidence that any personally identifiable information of any employees, customers, suppliers or vendors has been compromised, but our analysis and review of the potential compromised systems and data is continuing.

Fiscal 2024 was a year of transition for the Company. Although our business continued to be negatively affected by stubbornly high inflation and negative consumer sentiment, we successfully completed several important projects to optimize our operations and focus on our core products, broaden our customer base, and improve our financial position.Governance

~~The overall business climate remains challenging.~~Our ~~Inflation~~Board ~~has~~is ~~pushed~~engaged ~~our~~in ~~costs~~the ~~higher,~~oversight ~~particularly~~of incybersecurity ~~raw~~threat ~~materials~~risk ~~and~~management. ~~shipping~~Additionally, the ~~while~~Audit ~~simultaneously~~Committee ~~squeezing~~regularly ~~consumers~~receives ~~who~~updates ~~have cut back~~ on ~~discretionary~~cybersecurity ~~spending.~~risks ~~These~~and ~~issues are particularly acute in~~ the ~~home~~security ~~improvement~~ and ~~pet~~operations ~~product sectors. Wet and unseasonably cold weather across much~~ of ~~the US also shortened~~ our ~~traditional~~information ~~Spring~~technology ~~and~~systems from ~~Summer selling season which reduced~~ our ~~expected~~Chief ~~sales~~Financial ~~in our important outdoor product lines~~Officer.~~The~~ ~~Company’s revenues~~The Board and ~~cash~~the ~~flow~~Audit ~~continue~~Committee toalso bereceive ~~seasonal~~prompt and ~~highly~~timely ~~variable,~~information ~~with~~regarding ~~the~~any ~~3rd~~cybersecurity ~~and~~incident ~~4th~~that ~~quarters~~meets ~~of the fiscal year being~~established ~~much~~reporting ~~busier~~thresholds, ~~than~~as ~~the~~well ~~1st~~as ~~and~~ongoing ~~2nd~~updates ~~quarters~~regarding ~~due~~any tosuch ~~the~~incident ~~Company’s~~until ~~current~~it ~~product~~has ~~offerings~~been addressed.

Management is responsible for developing cybersecurity programs. Our expertise ~~margins~~in IT and ~~financial~~cybersecurity ~~results~~generally inhas ~~fiscal~~been ~~2024 were~~gained ~~also~~from ~~hurt~~a combination of education, best practices and prior experience. They are informed by ~~the~~their ~~clearance~~respective ofcybersecurity ~~some~~teams ~~older~~about, ~~higher~~and ~~cost~~monitor, ~~lumber~~the prevention, detection, mitigation and aremediation ~~one-time~~of ~~inventory~~cybersecurity incidents ~~write-down~~as part of ~~$110,293~~the ~~for~~cybersecurity programs described above. As evidenced by the ~~liquidation~~cybersecurity incident described above, no combination of ~~all~~defensive ofmeasures ~~our~~are ~~remaining~~infallible. ~~pet~~However, ~~inventory~~we ~~located~~are inconfident ~~Europe.~~that Wewe ~~also~~have ~~increased~~established robust and reasonable measures and defenses consistent with industry standards and our ~~obsolete~~Company’s ~~inventory~~operations ~~reserve~~and byuse ~~$459,464~~of internet-related systems. WeWhile ~~are~~this ~~continuing~~landscape tois ~~sell~~continually ~~through~~changing, ~~some~~we ofattempt ~~the~~to ~~higher~~be ~~cost~~knowledgeable ~~pet~~and ~~inventory~~flexible wewith ~~purchased~~regard ~~during~~to the ~~prior~~protection ~~high-cost~~of ~~logistics~~our ~~period~~data and that of our partners.

Supply chain issues also worsened in the third and fourth quarters. Besides increasing our shipping costs, it also has affected our inventory availability. Multiple issues, including conflict in the Red Sea and low water levels in the Panama Canal led to ship diversions and cancelations that caused significant shipping disruptions and delays and reduced container availability. A number of our supply orders beginning during the 4th quarter of fiscal 2024 were delayed by these late and cancelled sailings from Asia. This led to some inventory shortages and unavailability of certain products which caused some missed sales and back orders awaiting container arrivals that have extended into the first quarter of fiscal 2025. In addition to the significant delays, the costs of ocean shipping have soared since Mid-May 2024. We notified our customers of the shipping delays and higher costs which we cannot fully absorb. Therefore, we temporarily increased certain of our product prices. These price increases may ultimately reduce our sales as some of our customers may be unwilling to purchase the full amount of their usual orders at these higher prices and instead may wait to see if shipping costs fall later in calendar 2024. These supply chain issues and the higher shipping costs negatively affected our sales and margins during the fourth quarter and are continuing into fiscal 2025.15

InITEM ~~fencing, which is our largest product category, we rolled out new in-store displays for our Lifetime Steel Posts® and continue to deploy additional in-store Adjust-A-Gate® displayers~~2. ~~These~~ in-aisle display units are positioned directly beside the wood racks for greater visibility of key products which increases sales of the items and improves the choices for consumers. The Lifetime Steel Posts® displayers began in just one region and expanded to 100 stores by the close of the fiscal year in August. Since then, we have ramped up our roll out and displayers are now being installed in stores in multiple regions. In October 2024, we announced the engagement of Continental Sales & Marketing, Inc. (“CSM”) to help us expand these display units to more retailers across the US. CSM will also help us manage the installed units and the expected product reorders to ensure they are well-stocked and inventory is available for consumers. We expect this program will increase our visibility and brand recognition with consumers and will be a valuable contributor to our revenue in 2025.PROPERTIES

~~Although~~Our ~~our~~executive ~~lumber~~offices ~~supply~~are ~~agreement~~located ~~with~~at a32275 ~~major~~NW ~~customer~~Hillcrest Street, North Plains, Oregon. The 5.6 acre facility, which is ~~performing~~owned, ~~well~~consists of 55,250 ~~supply~~square ~~issues~~feet ~~are~~of ~~causing~~covered space (10,000 office and 47,250 warehouse), a ~~significant~~little ~~shortage~~over three acres of ~~Western~~paved ~~Red~~yard ~~Cedar.~~space, Toand ~~ensure~~was ~~the~~originally ~~supply~~completed ofin ~~fence~~October ~~boards for~~1995. ~~this~~A ~~customer~~12,000 wesquare foot ~~successfully~~warehouse ~~shifted~~expansion ~~some~~was ofcompleted ~~our~~in ~~product~~fiscal ~~supply~~2017. toIn ~~high-quality~~fiscal ~~alternatives~~2021, ~~including~~we ~~Sugi~~completed ~~Cedar~~the conversion of 2,000 ~~beginning~~square infeet of older warehouse ~~the~~space ~~3rd~~into ~~quarter~~4,000 square feet of ~~fiscal~~office ~~2024.~~and ~~Sugi~~meeting ~~fencing~~space ~~sells~~on ~~for~~two alevels. ~~lower~~The ~~price~~facility ~~than~~provides ~~Western~~office ~~Red~~space ~~Cedar~~for ~~which~~JC ~~negatively~~USA, ~~affects~~including all of our ~~margins. Because~~executive ~~consumers~~offices, ~~are~~and ~~not~~is used as ~~familiar~~a ~~with~~distribution ~~Sugi~~center ~~Cedar,~~to weservice ~~believe~~the ~~demand~~customer base for ~~the~~JCC ~~product~~and ~~was~~Greenwood. ~~diminished~~During infiscal ~~the~~2022, we ~~second~~leased ~~half~~an additional 4,700 square feet of ~~fiscal~~warehouse ~~2024 which~~space ~~hurt~~located ~~our~~in ~~revenue~~North Plains, Oregon.

~~JCSC’s~~During ~~active~~fiscal ~~operations ended as of December 31~~2010, ~~2023.~~we ~~The~~purchased ~~seed~~a ~~operations were located on 11.6 acres of land and 105~~2,000 square foot ~~feet~~building ofadjacent ~~buildings owned by the Company which is now surplus~~ to ~~the~~our ~~Company’s~~main ~~needs.~~facilities ~~Therefore,~~that ~~the~~previously ~~land~~housed ~~and~~a ~~buildings~~seed ~~were~~testing ~~listed~~lab ~~for~~located ~~sale or lease in July 2024~~ at a31895 ~~listing~~NW ~~price of~~Hillcrest $9Street,~~000,000,~~ ~~which~~North ~~is a competitive price based on comparable properties in the area~~Plains, Oregon. ~~This~~We isformerly ~~the~~leased ~~current asking price, and there is no guarantee~~ the property ~~will sell~~ for ~~this~~$729 ~~amount.~~per Ifmonth weuntil ~~are~~the ~~able~~expiration toof ~~complete a sale,~~ the ~~net~~lease ~~proceeds~~on ~~will~~January ~~be reduced by brokers’ commissions~~4, ~~expenses~~2010. ~~related~~At tothat ~~the sale~~time, ~~and~~the ~~taxes.~~Company exercised ~~The~~its ~~land~~option ~~is on a corner lot situated at a major interchange immediately adjacent~~ to USbuy ~~Highway 26, which is one of~~ the ~~region’s busiest roadways. The~~ land isand ~~currently~~building ~~zoned~~for ~~with~~ a ~~rural~~total ~~industrial~~cost ~~classification, but~~of ~~the Company is exploring the potential to re-zone the property~~$150,946. orIn ~~revise~~fiscal ~~the existing code~~2020, towe ~~expand~~renovated ~~the~~this ~~list~~building ofinto ~~permitted~~an ~~uses.~~innovation Acenter ~~reclassification~~which ~~would~~focuses ~~provide~~on ~~interested~~new ~~parties~~product ~~with greater flexibility of~~ development ~~options~~. ~~There~~The isCompany ~~also~~has asince ~~high~~moved ~~level of interest from~~ the ~~cities~~operations ~~immediately~~formerly ~~adjacent~~located ~~to the property~~ in ~~the potential expansion of their urban growth boundaries and those communities are investigating those potential options. Due to its strategic location,~~ this ~~property~~building ~~would~~into ~~potentially be included within the expanded~~its ~~area.~~executive ~~Should~~office ~~such an expansion be approved and/or a rezoning occur~~space, ~~it would likely increase the land’s value~~ and ~~potentially~~has ~~maximize any~~recently ~~return~~listed wethis ~~receive~~building for ~~the~~ sale ofat ~~this~~a ~~surplus~~listing ~~asset~~price of $795,000.

15The property associated with JCSC, which is owned, consists of 11.6 acres of land, 105,000 square feet of buildings, rolling stock, and equipment. It was used for seed processing and storage. It is located at 31345 NW Beach Road, Hillsboro, Oregon, which is adjacent to North Plains, Oregon. With the closure of JCSC’s business, the property is considered surplus to our needs and is currently listed for sale or lease at a listing price of $7,223,000.

~~Diversifying~~ITEM ~~our suppliers has been a primary focus of management for several years~~3. ~~The~~LEGAL majority of our metal products have been sourced from a single supplier manufacturing in a single factory in China. Beginning in fiscal 2022, the Company initiated an extensive world-wide evaluation process to find suppliers who could manufacture many of our metal products that met our high-quality standards with competitive pricing. After 18 months, the Company completed its search and engaged several new suppliers with factories in Canada, Bangladesh, Vietnam, Malaysia, and Taiwan. We are now receiving products from these new suppliers in addition to our original supplier in China which we also continue to use. These new supply agreements cover the Company’s fence products, dog containment products, as well as MyEcoWorld® products. In addition to reducing the systematic risk of the reliance of a single supplier from a single factory, products from these new suppliers are not subject to the current 25% tariff rate on Chinese made steel products imported into the United States. Avoiding this high tariff on many of our products will improve our margins and help us to maintain competitive pricing.PROCEEDINGS

~~Our~~From ~~balance~~time ~~sheet~~to ~~remains strong~~time, ~~with~~we amay ~~current~~become ~~ratio~~involved in ~~(current~~various ~~assets~~lawsuits ~~divided~~and bylegal ~~current~~proceedings, ~~liabilities)~~which ofarise ~~8.57~~in asthe ordinary course of ~~August~~business. ~~31,~~We ~~2024,~~are ~~including~~currently ~~cash~~unaware of ~~$4.85~~any ~~million.~~material ~~Our inventory position~~pending ~~was~~legal ~~approximately~~proceedings ~~$13.16~~to ~~million~~which ~~compared~~we toare ~~$18.34~~party ~~million~~or as of ~~the~~which ~~end~~our ofproperty ~~fiscal~~is ~~2023~~the subject. ~~Although~~However, ~~this~~we ~~current~~may ~~level~~at istimes ~~near~~in ~~our~~the ~~desired~~future become involved ~~inventory~~in ~~level~~litigation ~~for~~in ~~many~~the ofordinary ~~our~~course ~~core~~of ~~products~~business, ~~the~~which ~~ocean~~may ~~shipping~~include ~~issues~~actions ~~which~~related ~~began~~to ~~during~~or ~~the~~based ~~4th~~on ~~quarter~~our ~~have~~intellectual ~~delayed~~property ~~the~~and its ~~arrival~~use, ofcustomer ~~new~~claims, ~~shipments~~employment ofpractices ~~metal~~and ~~products~~employee ~~from~~complaints ~~the~~and ~~manufacturers.~~other ~~This~~events ~~may~~arising ~~lead~~out toof ~~some~~our ~~shortages~~operations. inWhen ~~the~~appropriate ~~short~~in management’s ~~term~~estimation, ~~until~~we ~~the~~will ~~worldwide shipping~~record ~~situation~~adequate ~~improves.~~reserves ~~Although~~in our ~~pet~~financial ~~product~~statements ~~inventory~~for ~~levels~~pending ~~remain~~litigation. ~~higher~~Litigation ~~than~~is ~~usual~~subject to inherent uncertainties, ~~we remain~~and ~~committed~~an toadverse ~~maintaining~~result in any such matters could adversely impact our ~~list~~reputation, ~~prices~~operations, onand our ~~primary~~financial operating ~~pet~~results ~~products.~~or ~~There~~overall isfinancial nocondition. ~~urgency~~Additionally, any litigation to ~~move~~which ~~this~~we ~~inventory~~may asbecome itsubject ~~will~~could ~~not~~also require significant ~~degrade~~involvement orof ~~spoil~~our ~~over~~senior ~~time.~~management ~~For~~and ~~our~~may ~~slower~~divert ~~moving~~management’s ~~pet~~attention ~~products,~~from weour ~~continue~~business toand ~~explore~~operations. ~~opportunities~~We toare ~~accelerate~~not ~~sales~~currently involved in ~~those~~any ~~items~~significant legal proceedings.

~~During~~In ~~the first quarter of~~ fiscal ~~2024~~2021, we ~~successfully settled~~initiated ~~the~~ arbitration ~~we filed~~ against a ~~one of our~~ former ~~distributors~~distributor inasserting ~~2021~~a ~~for~~ breach of athe distribution agreement. Weand ~~received~~seeking ~~a one-time~~damages. ~~cash~~In ~~payment~~February ~~of $2~~2023,~~450,000~~ ~~in October 2023 under~~ the ~~settlement~~arbitrator ~~agreement.~~issued ~~This~~its decision ~~payment~~and ~~covered~~ruled in our ~~substantial~~favor ~~legal~~on the ~~fees~~majority of ~~and some~~ all of our ~~losses due to the breach~~claims. A Wedamages ~~are~~hearing ~~pleased~~was toheld ~~have settled~~in ~~the case and that we will~~August ~~no longer have to expend time and resources pursuing this case~~2023. ~~Although~~In ~~the~~September ~~costs of such litigation may be significant~~2023, we ~~believe~~settled ~~it is~~this ~~critical~~arbitration tofor ~~defend~~a ~~our~~cash ~~valuable~~payment ~~intellectual~~of ~~property~~$2,450,000 ~~and~~which ~~will~~was ~~take~~received ~~action~~in ~~against~~October ~~any future infringements of our patents, trademarks and contractual agreements~~2023.

WeITEM have no current borrowing against our line of credit. During the year, our prior bank line of credit expired on June 30, 2024 and a new asset-based line has been established with Northrim Funding Services (“Northrim”). Under the terms of the agreement, Northrim will provide short-term operating capital by either purchasing the Company’s accounts receivable invoices (“AR invoices”) or as a loan against our inventory position. The maximum amount of AR invoices Northrim will purchase at one time is limited to an amount equal to 80% of the net eligible accounts but is not to exceed $6,000,000. Borrowing against our inventory is computed as an amount equal to 25% of all eligible inventory but is not to exceed $4~~,000,000~~. ~~The~~MINE ~~maximum~~SAFETY amount we may draw against the line is $6,000,000 total. We do not anticipate a regular need to utilize this new line of credit, but may need to draw against the line to purchase inventory in advance of the spring and summer seasons. If we are able to complete the sale of the JCSC property, the proceeds will supply additional capital and provide us with greater financial flexibility.DISCLOSURES

We--- ~~are~~No ~~continuing~~Disclosure toNecessary sharpen our focus on our core product lines of fencing, Lucky Dog® brand pet containment products, and sustainable bags under the MyEcoWorld® brand. Our efforts are directed to growing our sales of both existing and new complementary products to our primary customers. We are also expanding our sales channels through the addition of new customers in our primary home improvement markets while increasing our marketing and sales efforts in several additional sectors in North America that we have identified as favorable fits for our core products. During fiscal 2024, we added a number of new customers in Canada and more than doubled our sales there compared to fiscal 2023.---

To increase awareness of Jewett-Cameron and our brands with both our customers and consumers, we began a strategic refresh of our branding in fiscal 2024 to emphasize our combination of product quality, innovation and value. We have rebranded Jewett-Cameron as “a company committed to innovative products that enrich outdoor spaces” and unveiled our new mission statement of “Committed to improving the lives of professionals and do-it-yourselfers with innovative products that enrich outdoor spaces in their quality, performance, and ease to work with”. Subsequent to the end of the fiscal year, we engaged Lytham Partners to lead a strategic investor relations and shareholder communication program, and presented our story to investors and institutions at the Lytham Fall 2024 Investor Conference in October. We have also changed our NASDAQ trading symbol from “JCTCF” to “JCTC” which we believe will help investors to gain a better understanding of Jewett-Cameron as a US-based company.16

16PART II

~~The~~ITEM ~~challenging economic climate is expected to continue in fiscal 2025, although the recent trend towards lower interest rates and moderating inflation provide optimism going forward~~5. WeMarket ~~are continuing~~for ~~our~~Registrant’s ~~efforts~~Common ~~to improve our operations~~Equity, ~~manage~~Related ~~customer~~Stockholder ~~relationships,~~Matters and ~~sharpen~~Issuer ~~our~~Purchases operational strengths. We intend to increase our focus on innovation, both in-house and through outside parties. This includes ongoing discussions with industry and financial professionals regarding possible strategic alliances and other possible arrangements that could add to our product offerings and provide additional financial and operational support that would benefit all of ~~our~~Equity stakeholders. We regularly evaluate potential merger, acquisition, partnering and in-license opportunities that we expect will expand our product offerings. Supporting our growth strategy is likely to require significant capital expenditures and management resources. The development or expansion of our business, any acquired business or any acquired, or in-licensed products may require a substantial capital investment by us. We may not have these necessary funds or they might not be available to us on acceptable terms or at all. There can be no assurance that any of our efforts will result in completion of a strategic transaction or that any such transaction, if consummated, will be ultimately beneficial to our operations or financial condition.Securities

~~Fiscal~~Market ~~Years Ended August 31, 2024 and August 31, 2023~~Information

~~Fiscal~~Our ~~2024~~common ~~sales~~shares ~~totaled~~trade ~~$47,145,176~~on ~~compared~~the toNASDAQ Capital ~~sales~~Market of(formerly ~~$54,289,303~~the inNASDAQ ~~fiscal~~Small ~~2023,~~Cap ~~which~~Market) ~~was~~in athe ~~decrease~~United ofStates. ~~$7,144,127,~~The ortrading ~~13%.~~symbol ~~Consumers~~for ~~continue~~our tocommon ~~moderate~~shares ~~their~~is ~~discretionary~~“JCTC” ~~spending,~~and ~~particularly in~~ the ~~home~~CUSIP ~~improvement~~number ~~and~~for ~~pet~~the ~~product~~stock ~~sectors~~is 47733C-20-7. ~~Our~~The ~~sales~~common ~~comparisons~~shares ~~were~~formerly ~~also~~traded ~~negatively~~under ~~affected by~~ the ~~shut-down~~symbol ~~of JCSC,~~“JCTCF” asuntil ~~seed~~October ~~revenue was $2~~9,~~464,153~~ 2024. inOur ~~fiscal~~common ~~2023~~shares ~~but~~began ~~only~~trading ~~$86,274~~on ~~in fiscal 2024 as~~ the ~~remaining~~NASDAQ ~~seed~~Small ~~inventory~~Cap ~~was~~Market ~~sold~~in ~~and~~April ~~limited seed storage occurred until closure as of July 2024~~1996.

~~Gross~~Table ~~margin declined in fiscal 2024 to 18~~No.8% ~~from 22.6%~~1 inlists ~~fiscal 2023. Our margin was negatively affected by a sharp rise in ocean shipping costs,~~ the ~~clearance~~volume of ~~some~~trading ~~older~~along with ~~higher~~the ~~cost lumber~~high, ~~inventory~~low, and ~~the~~closing ~~liquidation~~sales ofprices ~~our~~on ~~remaining~~the ~~pet~~NASDAQ ~~inventory~~Capital ~~located~~Market infor ~~Europe. We also increased~~ our ~~obsolete~~common ~~inventory reserve in fiscal 2024 by $459,464~~shares.

~~Operating~~Table ~~expenses in fiscal 2024 fell to $10,654,054 from $11,816,441 in fiscal 2023~~No. Selling, general and administrative expenses declined to $3,887,769 from $3,973,055. Wages and employee benefits fell to $6,413,419 from $7,445,464 as the Company had a lower number of employees in the current year. Depreciation and amortization totaled $352,866 compared to $397,922. Loss from operations was ($1~~,770,410) compared to income from operations of $430,684.~~

~~Other~~NASDAQ ~~income~~Capital of $2,450,000 in fiscal 2024 was from the successfully settled arbitration case against one of our former distributors. Other items recorded in the current fiscal year include a gain on sale of assets of $90,787, which largely is due to the sale of JCSC equipment, and net interest income of $33,446. For the year ended August 31, 2023, gain on sale of assets was $70,250, and interest expense totaled ($458,463) which was related to amounts borrowed against a bank line of credit.Market

~~Including~~Common ~~other~~Shares ~~items,~~Trading income before income taxes was $803,823 compared to income before income taxes of $42,471 in fiscal 2023. Income tax expense for fiscal 2024 was $82,070 compared to income tax expense of $63,097 in fiscal 2023. The Company calculates income tax expense based on combined federal and state rates that are currently in effect.Activity

~~Net income in fiscal 2024 was $721,753, or $0.21 per share, compared to a net loss in fiscal 2023 of~~ (~~$20,626),~~US ~~or ($0.01~~Dollars) ~~per share. The weighted number of shares outstanding were 3,503,221 in fiscal 2024 and 3,498,236 in fiscal 2023.~~

Pet, Fencing and Sustainable Products - JCC

Period Ended	Volume		High		Low		Closing

Monthly
September 2025		326,800	$	3.71	$	3.39	$	3.44
August 2025		286,500		4.02		3.46		3.61
July 2025		351,900		3.96		3.32		3.50
June 2025		63,600		3.96		3.71		3.73
May 2025		107,600		4.15		3.49		3.84
April 2025		330,200		4.70		3.26		3.95

Quarterly
Three months ended August 31, 2025		702,000	$	4.02	$	3.32	$	3.61
Three months ended May 31, 2025		576,200		4.92		3.26		3.95
Three months ended February 28, 2025		501,200		5.41		4.06		4,62
Three months ended November 30, 2024		472,800		5.08		3.97		4.28

Three months ended August 31, 2024		319,800	$	5.69	$	3.86	$	4.61
Three months ended May 31, 2024		289,000		5.71		4.58		5.36
Three months ended February 29, 2024		301,000		6.35		4.89		5.27
Three months ended November 30, 2023		261,100		4.99		4.50		4.86

Annually
Fiscal year ended August 31, 2025		2,252,200	$	5.41	$	3.26	$	3.61
Fiscal year ended August 31, 2024		1,170,900		6.35		3.86		4.61
Fiscal year ended August 31, 2023		1,249,200		6.54		3.70		4.52
Fiscal year ended August 31, 2022		842,000		13.74		5.50		6.36
Fiscal year ended August 31, 2021		1,305,400		12.00		7.23		10.60

Sales for JCC in fiscal 2024 were $43,330,737 compared to sales of $49,219,224, which represents a decline of $5,888,487, or 12%. Demand for our pet products remains weak, which reflects the current trend in the entire pet product industry. Sales comparisons between the current year and the prior year were also affected by a large one-time order for kennels in fiscal 2023.Holders

~~The~~Computershare ~~following~~Investor ~~table~~Services ~~shows~~Inc. awhich ~~breakdown~~is located ~~between~~in ~~the pet~~Vancouver, ~~fencing~~British Columbia, Canada is the registrar and ~~other~~transfer ~~categories~~agent infor ~~this~~our ~~segment~~common shares.

		Sales in Millions of Dollars						Percent of Total Sales
Fiscal Year		Pet		Fencing		Other		Pet			Fencing			Other
	2024	$	7,566,371	$	34,209,073	$	1,555,293		17	%		79	%		4	%
	2023*	$	10,902,889	$	36,346,257	$	1,970,078		22	%		74	%		4	%

On November 20, 2025 there were 30 registered stockholders and 3,518,119 of our common shares outstanding.

* Fiscal 2023 figures have been adjusted for comparison to reflect the reclassification of pet poop bags from the Pet category to the Other category in 2024.Dividends

~~For~~We ~~fiscal~~have ~~2024,~~not ~~JCC~~declared ~~had~~any andividends ~~operating~~since ~~loss~~incorporation and we do not anticipate that we will do so in the foreseeable future. Our present policy is to retain earnings for use in our operations and expansion of ~~($146,375)~~our business. There are no current restrictions that limit our ability to pay dividends on common equity or that are ~~compared~~likely to ando ~~operating~~so ~~loss~~in ofthe ~~($622,420)~~future. ~~for~~Any ~~fiscal~~dividends ~~2023~~paid by us to U.S. stockholders would be subject to Canadian withholding tax.

~~Industrial~~Recent ~~Wood~~Sales ~~Products -~~of ~~Greenwood~~Securities: Use of Proceeds from Securities

~~Sales~~We inhave ~~fiscal~~not ~~2024~~sold ~~were~~securities ~~$3,728,165 compared to sales of $2,605,926~~ in fiscal 2023, which is an increase of $1,122,239, or 43%. As more workers return to offices and increase their use of transit systems, transit operators are spending more on their equipment, which is reflected in the ~~higher~~last ~~sales of our transit focused~~three ~~products.~~fiscal ~~Management believes that Greenwood can grow by opening new sales channels and broadening its customer base, particularly in sectors outside of transit such as housing and construction~~years.

~~For~~Purchases ~~fiscal 2023, Greenwood had operating income~~ of ~~$19,563~~ ~~compared~~equity tosecurities aby ~~loss of ($46,307) for fiscal 2023 which is consistent with~~ the ~~higher~~issuer ~~level~~and ~~of revenue.~~affiliated purchasers

~~Seed~~We ~~Processing~~have ~~and~~not ~~Sales~~repurchased any common shares -during ~~JCSC~~the years ended August 31, 2025 or August 31, 2024.

~~During~~ITEM ~~fiscal 2023, we decided to close JCSC effective August 31, 2023~~6. Sales for JCSC in fiscal 2024 were $86,274 compared to sales of $2,464,153 in fiscal 2023. JCSC had operating income of $36,310 in fiscal 2024 compared to an operating loss of ($251,261) in fiscal 2023. The fiscal 2024 revenue was derived from the sale of the remaining seed inventory and seed storage. Net income was higher in fiscal 2024 due to the wind down of ongoing operations and the related costs before the facility was closed on December 31, 2023.[RESERVED]

~~Corporate~~Item 7. –Management’s JCDiscussion ~~USA~~and Analysis of Financial Condition and Results of Operation

JCThe ~~USA,~~Company’s ~~the~~operations ~~holding~~are ~~company~~classified into ~~that~~three ~~provides~~reportable ~~professional and~~operating ~~administrative~~segments ~~services~~and ~~for~~ the ~~wholly-owned~~parent ~~operating~~corporate ~~subsidiaries~~and ~~had~~administrative ~~operating income of $894~~segment,~~325~~ inwhich ~~fiscal~~were ~~2024~~determined ~~compared~~based toon ~~operating income~~the nature of ~~$962,459~~the inproducts ~~fiscal~~offered ~~2023.~~along ~~The~~with ~~results~~the ofmarkets JCbeing ~~USA~~served. ~~are~~The ~~inter-company~~segments ~~transactions and~~ are ~~eliminated~~as ~~on consolidation.~~follows:

~~LIQUIDITY~~· ~~AND~~Pet, ~~CAPITAL RESOURCES~~Fencing and Other

~~Fiscal Year~~· ~~Ended~~Industrial ~~August~~wood ~~31, 2024~~products

As· ofSeed ~~August~~processing 31, 2024, we had working capital of $19,982,071 compared to working capital of $19,134,810 as of August 31, 2023. The largest changes affecting working capital is an increase in cash to $4,853,367 from $83,696, a decrease in accounts receivable of $1,966,109 to $3,668,815 from $5,634,924, a decrease in inventory of $5,181,805 to $13,157,243 from $18,339,048, and ansales ~~increase~~· inCorporate ~~prepaid expenses of $260,902 from $630,788 to $891,690. Prepaid income taxes also increased to $50,326 from $Nil. The increase in cash is related to the decline in accounts receivable~~ and ~~inventory.~~administrative Prepaid expenses, which is mostly deposits paid for future inventory, increased slightly as we ordered additional fencing inventory for the anticipated need to replenish the in-store display units being rolled out in additional stores.services

~~Accounts payable fell by $943~~Sales,~~206 to $1,237,988 from~~ ~~$2,181,194~~income ~~which~~before ~~is related to the timing of payments due to suppliers. Accrued liabilities declined by $711~~taxes,~~812~~ ~~to $1~~assets,~~401,382~~ ~~from~~depreciation ~~$2,113,194. Bank indebtedness, which is from our prior line of credit~~ and ~~has primarily been used to acquire inventory~~amortization, ~~was~~capital $1expenditures,~~259,259~~ asand ofinterest ~~August 31,~~expense ~~2023.~~by Wesegment ~~repaid~~are ~~our~~shown ~~entire~~in ~~borrowing during~~ the ~~current~~financial statements ~~year. There are no borrowings~~ under ~~our~~Note ~~current~~12 ~~line~~“Segment ~~of credit~~Information. ~~Deferred tax assets rose to $341,029 from $319,875.~~”

AsQuarterly of August 31, 2024, accounts receivable and inventory represented 74% of current assets and 61% of total assets. As of August 31, 2023, accounts receivable and inventory represented 97% of current assets and 80% of total assets. Our customers continue to pay on-time, with almost all of our outstanding receivables classified as current.Results

~~For~~The ~~the~~following ~~fiscal~~table ~~year~~summarizes ~~ended~~quarterly ~~August 31, 2024, the accounts~~financial ~~receivable~~results ~~collection~~in ~~period~~fiscal or2025 ~~DSO~~and ~~was~~fiscal ~~28 days compared to 38 days for the year ended August 31, 2023~~2024. ~~Inventory~~(Figures ~~turnover~~are ~~for~~thousands ~~the~~of ~~year ended~~dollars ~~August~~except ~~31,~~per ~~2024~~share ~~was 151 days compared to 169 days for the year ended August 31, 2023~~amounts).

	For the Year Ended August 31, 2025
	First			Second			Third			Fourth			Full
	Quarter			Quarter			Quarter			Quarter			Year

Sales	$	9,267		$	9,055		$	12,605		$	10,371		$	41,298
Gross profit		1,694			1,816			1,889			853			6,252
Net (loss)		(659	)		(573	)		(650	)		(2,248	)		(4,130	)
Basic (loss) per share	$	(0.19	)	$	(0.16	)	$	(0.18	)	$	(0.65	)	$	(1.18	)
Diluted (loss) per share	$	(0.19	)	$	(0.16	)	$	(0.18	)	$	(0.65	)	$	(1.18	)

Short-term and Long-term Debt

	For the Year Ended August 31, 2024
	First		Second			Third		Fourth			Full
	Quarter		Quarter			Quarter		Quarter			Year

Sales	$	9,806	$	8,229		$	15,896	$	13,214		$	47,145
Gross profit		1,956		2,065			2,951		1,912			8,884
Net income (loss)		1,292		(534	)		155		(191	)		722
Basic earnings (loss) per share	$	0.37	$	(0.15	)	$	0.04	$	(0.05	)	$	0.21
Diluted earnings (loss) per share	$	0.37	$	(0.15	)	$	0.04	$	(0.05	)	$	0.21

~~During~~* ~~fiscal~~Fiscal ~~2024,~~2025 wequarterly ~~established~~per ashare ~~new~~earnings ~~line~~were ofcalculated ~~credit agreement~~using ~~with~~weighted ~~Northrim~~average ~~Funding~~number ~~Services~~of ~~(“Northrim”).~~common ~~Under~~shares ~~the~~outstanding ~~terms~~as of ~~the~~August ~~agreement~~31, ~~Northrim~~2025 ~~will~~of ~~provide~~3,512,975 ~~short-term operating capital by either purchasing the Company’s accounts receivable invoices~~ (~~“AR~~2024 ~~invoices”)~~– ~~or as a loan against our inventory position~~3,504,802). The ~~maximum~~sum ~~amount~~ of ARthe ~~invoices~~quarterly ~~Northrim~~earnings ~~will~~per ~~purchase~~share atmay ~~one~~not ~~time is limited to an amount~~ equal ~~to 80% of~~ the ~~net~~ ~~eligible~~full ~~accounts~~year ~~but~~earnings isper ~~not~~share todue ~~exceed $6,000,000. Borrowing against our inventory is computed as an amount equal~~ to ~~25% of all eligible inventory but is not to exceed $4,000,000. The maximum total draw~~ the ~~Company~~use ~~may~~of ~~borrow under~~ the ~~line~~full isyear’s ~~$6,000,000.~~weighted ~~Interest~~average isshare ~~computed at~~figure ~~the prime rate plus 4.75% with floor of 11%~~ and ~~is secured by certain or our assets~~rounding. ~~The line expires on June 30, 2025. There have been no borrowings to date under this line of credit.~~

Prior to June 2024, we had a line of credit of $5,000,000 with U.S. Bank, which was reduced from $10,000,000 in February 2024. The line was secured by an assignment of accounts receivable and inventory. Calculation of the interest rate was based on the one-month Secured Overnight Financing Rate (SOFR) plus 157 basis points, which as of August 31, 2023 was 6.88% (5.31% + 1.57%). Indebtedness under the line as of August 31, 2023 was $1,259,259. All amounts borrowed under this line of credit were repaid in full during fiscal 2024.18

~~Current~~RESULTS ~~Working~~OF ~~Capital Requirements~~OPERATIONS

InOur ~~October~~fiscal ~~2023~~2025 results were disappointing, as we ~~received~~are challenged by the ~~cash~~increasing ~~payment~~import ~~under the~~tariffs, ~~arbitration~~continued ~~settlement~~negative ~~agreement~~consumer ~~from~~sentiment, ~~our~~and ~~former~~certain ~~distributor~~operational matters discussed below. AThese ~~portion~~issues ofsignificantly ~~this~~reduced ~~payment~~our ~~was~~revenues, ~~used~~and tonegatively ~~repay~~impacted ~~some~~our ofmargins ~~the~~and ~~amount~~operating ~~borrowed~~results. Sales for fiscal 2025 ~~under~~declined ~~the~~by ~~former~~$5,847,036, ~~line~~or of12%, ~~credit~~to $41,298,140. ~~with~~Our ~~the~~net ~~remainder~~loss ~~held~~for asfiscal ~~working~~2025 ~~capital~~was ($4,130,092), or ($1.18) per share.

~~Based~~The onmost serious issue currently affecting our business ~~current~~operations ~~working~~remains ~~capital~~the ~~position~~new worldwide import tariffs, primarily on our imported metal products. Since the imposition of these ~~anticipated~~new ~~reduction~~tariffs began in ~~cash~~February ~~needs~~2025, ~~due~~they have caused immense turmoil in our markets, both directly and indirectly. In addition to eroding consumer confidence, the ~~closure~~impacts ofinclude ~~JCSC,~~increases to our supply chain and logistics costs. These higher costs resulted in a double-digit negative impact on our overall gross margins across the ~~unused~~majority ~~borrowing~~of ~~capacity~~our ~~under~~product lines. We have been able to somewhat mitigate a portion of these new tariff costs through our ~~current~~multi-country ~~line~~sourcing initiative. We recently began production of ~~credit,~~our weLifetime Steel Posts® ~~expect~~in tolower-tariffed ~~have~~Vietnam ~~sufficient~~which ~~liquidity~~should ~~available~~help tous ~~meet~~reduce our ~~working~~direct ~~capital~~tariff ~~requirements~~costs and meet the higher demand for the ~~next~~product ~~twelve~~from ~~months~~the continuing roll-out of our in-store displayers.

~~OTHER~~These rapid and unpredictable changes to the ~~MATTERS~~tariff rates required significant attention from our management and financial teams, which diverted time and effort from our other operational requirements. As an example, the global rate on steel and tariff imports from all countries was set at 25% in March 2025. On May 30th, it was announced that the rate would double to 50% and take effect in just 5 days. This left us with no time to plan or adjust import shipments, some of which were already in transit. When they left our suppliers, they were budgeted for one rate, but when they arrived on U.S. soil that rate had since doubled.

~~Contractual~~Although these higher tariff rates were announced ~~Obligations~~and took effect very quickly, our ability to pass on the new tariff costs to our customers was limited. Our customer relationships are such that any of our price increases must be consented to by the customer. The customer may not agree to any increases or negotiate lower price increases, and ~~Commercial~~any ~~Commitments~~changes may only be accepted after 30 to 90 days, or longer, if at all. Many of our customers did not immediately accept higher prices for our products, which we adjusted in response to the increased costs associated with the tariffs and global trade disruption. By September, those remaining customers agreed to accept shipments with the higher prices which were implemented in the following weeks.

WeThe ~~currently~~frequent ~~have~~changes noto ~~material~~tariff ~~contractual~~rates ~~obligations~~since February oralso ~~commercial~~caused ~~commitments~~some ~~other~~of ~~than~~the price changes we instituted in response to ~~suppliers~~become obsolete before we could pass them on to our customers. This forced us to spend time to recalculate the new prices and begin the process of ~~products~~presenting orthem ~~services~~to, and negotiating with, our customers again, which further affected our ability to recapture our higher costs through increasing our sale prices. This resulted in ~~the~~an ~~ordinary~~overall decrease ~~course~~in sales and forced us to temporarily absorb much of ~~business~~these higher tariff-related costs.

~~Inflation~~Although we consult with experts and legal counsel to accurately interpret how to properly apply the new tariff rates to our products to ensure compliance and to make sure our prices remain cost competitive, many of our customers paused their purchasing because of the general uncertainty about the tariffs and their costs. They have been reluctant to make long-term purchases at contracted prices that may decline based on rapidly changing tariff rates. Although both retailers and consumers will eventually adjust their buying to accept higher prices over time, it dampens demand in the short-term. These increased costs and the ongoing uncertainty over tariff assignments and rates will likely continue to negatively affect our margins and demand for certain of our products from our customers into fiscal 2026.

~~Since~~While ~~fiscal~~the ~~2021,~~Company atook ~~number~~actions ofto ~~product~~attempt ~~costs have~~to ~~increased~~mitigate ~~substantially,~~these ~~including~~unforeseen ~~raw materials~~events, ~~energy,~~such ~~and~~as ~~transportation/logistical~~pivoting ~~related~~to ~~costs.~~alternative ~~These~~suppliers ~~higher~~outside ~~costs~~of ~~have~~China ~~negatively affected~~through ~~our~~an ~~gross~~intensive ~~margins.~~search ~~Historically,~~process wewhich began ~~have~~two ~~passed~~years ~~cost~~ago, ~~increases~~and onreducing toheadcount ~~the~~by ~~customer~~nearly 30%, ~~but~~these ~~the~~measures ~~rapid~~were ~~rise~~not ofsufficient ~~prices~~to ~~over~~withstand the ~~last several~~headwinds ~~years~~we ~~has~~faced ~~resulted~~ in 2025. ~~consumers~~However, ~~significantly~~we ~~reducing~~believe ~~discretionary~~that ~~spending which has made~~ the ~~market~~global ~~much~~economic ~~more~~environment ~~price~~is ~~sensitive. This~~stabilizing ~~has~~and ~~made~~that ~~retailers~~customers ~~more~~and ~~reluctant~~supply tochain ~~accept~~partners ~~higher~~are ~~prices~~employing reasonable ~~for~~and ~~our~~innovative ~~goods~~policies ~~which has limited our ability~~ to ~~raise~~maintain ~~our~~equilibrium ~~selling~~and ~~prices quickly~~continuity ~~enough to match the rate~~ of ~~increase of our costs~~commerce. ~~Our~~Accordingly, ~~ability~~we intend to ~~pass~~focus ~~through~~on ~~all~~improving ~~of the current increase in our product costs~~margins toon our ~~customers~~core isfencing ~~somewhat~~products ~~limited~~through ~~and~~these ~~occur~~reestablished ~~after~~partnerships, ~~such costs are first incurred. Although management is working to mitigate such cost increases through the~~ new ~~sourcing~~sales ~~agreements~~channels, and ~~modifying~~by ~~logistic~~more ~~agreements,~~controlled wepurchasing ~~expect that our gross margins will remain under pressure in fiscal 2025~~management.

The increases in interest rates as a result of the higher level of inflation in the US economy experienced beginning in calendar 2021 and continuing through 2024 has also had a negative effect on our interest expense charged on any borrowing on our lines of credit. The interest rate on our current line of credit is computed using the Prime Interest Rate, which has risen from 3.25% in January 2022 to approximately 7.75% in November 2024. There are no amounts outstanding under this line of credit.19

~~Environmental~~During fiscal 2025, we also experienced operational ~~Social~~issues with our agreement to supply cedar fencing to one of our larger consignment customers. Jewett-Cameron was originally founded as a lumber brokerage business, and ~~Corporate~~we ~~Governance~~have maintained this segment as our product offerings have evolved over time. In 2023, we helped a major customer with their lumber supply after they lost their primary source of western red cedar fencing. At that point, we entered into a consignment program with this customer which provided them with a ready source of cedar fencing and provided us with a steadier flow of orders that stabilized the year-over-year lumber sale fluctuations that we commonly experienced as a secondary supplier to multiple big box retailers. It is customary to purchase ample supply ahead of the increase in demand each Spring, but in fiscal 2025 we failed to acquire an adequate supply to meet our actual demand. As a result, we were unable to fulfill all our customers’ orders during the third quarter, and our wood fencing sales were down 33% compared to the prior year’s third quarter. To ensure we could meet their needs for the remainder of the busy summer season, we quickly moved to secure additional Western Red Cedar from our supply partners. Unfortunately, much of the additional cedar fencing inventory was not needed by the customer. Under the consignment agreement, we are required to maintain enough inventory on hand to satisfy a maximum capacity requirement (~~ESG~~“max cap”). This max cap, which is substantially higher than our average weekly sales, was not utilized and extended into September, which is past the fencing high demand season in these stores’ region. Therefore, we ended the 2025 fencing season with substantial excess cedar fencing inventory on hand. We have implemented important process changes to prevent other inventory shortages. However, we were informed by this customer in November 2025 of their intention to transition away from the consignment agreement in calendar year 2026. Although the consignment program provided us with meaningful revenue, it eroded the margin and profitability we were accustomed to in our cedar sales prior this consignment arrangement as it required us to purchase and hold higher levels of inventory, and the added length of time to invoice greatly reduced the profitability of these sales. We are currently in discussions with this customer, as well as other third parties, regarding the purchase of our excess lumber inventory leading up to the 2026 fence building season.

~~Jewett~~The rollout of our Lifetime Steel Posts® (“LTP”) in-~~Cameron~~store ~~endeavors~~displayers continues to beshow asuccessful ~~good~~results. ~~steward~~The replenishment requirements for the displayers have been steady and meeting expectations. During the third quarter, we temporarily paused deploying new display units to prioritize replenishing ~~provide~~existing ~~sustainable~~display ~~products~~units. ~~with~~Capacity constraints on both production and logistics at the factories outside of China temporarily led to a limited ~~positive~~supply ~~impact~~of new posts. WeThe ~~strive~~higher tariff rates on Chinese goods caused many U.S. companies to ~~operate~~quickly shift production to other nations, and ~~grow~~the inavailable alogistic ~~way~~infrastructure ~~that~~in ~~honors~~these ~~our~~other ~~environment~~countries ~~and~~has ~~relationships for~~been overtaxed by the ~~long~~rapid ~~term~~increase in production and shipping demands. ~~This~~Therefore, ~~also~~we ~~aligns~~prioritized ~~with~~replenishing ~~one~~existing ofdisplay units with our ~~three~~temporarily ~~value~~limited ~~pillars:~~supply ~~stewardship~~of new posts.

19With the success of our in-store display units for both LTP and our established Adjust-A-Gate® products, we are developing new versions of displayers for both products. Our current display units are optimized for big box retailers but many other home improvement retailers may not have the shelf or floor space to fully deploy the existing displayers. We are working on new, smaller format displays for these smaller retailers. We are also exploring developing similar units for additional products in our core product lines.

~~Environmental~~The pet market continues to suffer from low consumer demand, and we remain burdened with high inventory levels, particularly in metal crates and kennels. The market has been slow to recover, and our on-hand inventory of price-advantaged pre-tariff inventory has not received the interest from retailers we anticipated. We are now engaging with non-traditional purchasers with the intent to clear a substantial amount of this older inventory from our warehouse and recapture some of our costs. Because we expect to sell this inventory at lower prices, we increased our allowance for obsolete inventory by $650,000 in fiscal 2025 over our allowance in fiscal 2024. We are also reducing our costs, including refining our development efforts to concentrate on improving our existing products, both in design and packaging, that can potentially provide market advantages.

~~For~~Our ~~our~~MyEcoWorld® sales increased in fiscal 2025 over fiscal 2024 as consumers continue to look for high quality sustainable products, ~~the~~as ~~goal~~alternatives to isdisposable ~~that~~traditional ~~90%~~single-use plastics. Some of ~~materials~~this increase is due to shifting our entire LuckyDog® compostable ~~can~~dog bewaste ~~recycled~~bag line to a new MyEcoWorld® product. ~~Our~~One ~~suppliers~~part ~~are~~of ~~audited~~our growth strategy for this line was to ~~strict~~enter ~~commercial~~the ~~and~~grocery ~~fair~~store ~~practice~~segment. During ~~standards~~fiscal 2025, ~~including~~we secured our ~~own~~first ~~supplier~~placement ~~qualifications~~with the launch of Pet Waste Bags into 59 Tops Friendly Markets across the Northeast ~~regarding~~beginning ~~facilities,~~in ~~capacity,~~late ~~labor~~February. ~~practices~~However, ~~and~~the ~~environmental~~imposition ~~awareness.~~of ~~Packaging~~the isnew ~~designed~~tariffs tobeginning ~~maximize~~in ~~recyclability~~February ~~and~~2025 ~~re-use~~made our products less price competitive and ~~minimize~~growth ~~non-recycled~~in ~~materials~~the grocery segment much more challenging. Instead, ~~and~~we ~~all~~will ~~waste~~be ~~materials~~focusing inon expanding upon our ~~own~~successful ~~facilities~~introductions into big box stores where we have existing strong supplier relationships, and into foreign markets that are ~~segregated~~unburdened toby ~~maximize~~the ~~recycling~~new U.S. tariffs. ~~Our~~We ~~facilities~~ have ~~replaced~~been ~~high~~receiving ~~energy~~strong ~~consumption~~demand ~~infrastructure~~from ~~with~~big ~~energy~~box ~~efficient~~stores ~~HVAC~~in ~~and~~Mexico ~~lighting~~where ~~during~~the ~~our~~absence ~~most~~of ~~recent~~U.S. ~~remodel~~tariffs has made the product very competitive.

~~Active~~At ~~products~~Greenwood, ~~and~~sales ~~designs~~in ~~utilize~~fiscal ~~either~~2025 ~~recycled~~rose by 2% orover ~~non-petroleum-based~~our ~~plastics~~sales in fiscal 2024. Although demand for transit focused products continues to ~~enhance~~rebound ~~recycling~~from the pandemic lows as more workers return to the office, a transit seat shortage during fiscal 2025 restricted new bus construction and ~~composting~~orders for our transit products. Demand ~~This~~for ~~includes~~these transit products improved as the seat shortage was largely resolved by the fourth quarter of fiscal 2025. We have recently realigned some ~~introduced~~personnel’s ~~compostable~~duties to ~~dog~~provide ~~waste~~support to ~~bag,~~Greenwood by working to open new sales channels and adding new customers. aWe ~~plant-based~~still ~~product,~~believe ~~that~~this issegment ~~less~~has ~~reliant~~growth onpotential ~~fossil~~in ~~fuels~~both ~~used~~our primary transit sector and in ~~traditional~~new ~~plastic~~industrial ~~bags~~markets. WeHowever, ~~also~~as ~~dedicate~~we aintend to ~~percentage~~concentrate ofour ~~sales~~operations ~~to support~~on ~~environmental~~the ~~cleanup~~fence ~~efforts~~and outdoor segment, we are evaluating strategic alternatives for Greenwood and its industrial wood operations.

~~Social~~20

~~Our~~The ~~social~~surplus ~~responsibilities~~Jewett-Cameron ~~include~~Seed ~~cultural~~property ~~standards~~of 11.6 acres of ~~operations~~land and ~~values~~109,500 ~~which~~square wefeet ~~establish~~of inbuildings ~~conjunction~~remains ~~with~~listed ~~our~~for ~~employees~~sale. WeThe ~~regularly~~land ~~provide~~is ~~employees~~currently zoned with a ~~corporate~~rural ~~engagement~~industrial classification ~~survey~~but is well situated on a corner lot at a major interchange immediately adjacent to ~~benchmark~~US ~~their~~Highway ~~engagement~~26 in Hillsboro, ~~satisfaction~~Oregon, ~~and~~which ~~ideas~~is ~~for~~one of ~~change~~the region’s busiest roadways. We ~~support~~explored ~~educational~~the ~~programs~~potential ~~that~~rezoning ~~build~~of the ~~future~~property ~~workforce~~to other higher value permitted uses, including ~~through~~the ~~active~~inclusion ~~participation~~within inany ~~regional~~expanded Urban Growth Boundaries (UGB). The current sluggish economic conditions within both the nearby cities and ~~statewide~~in ~~organizations~~greater Portland has reduced the previously perceived need among the nearby cities to quickly expand the UGB, including extending the ~~CTE/STEM~~boundary ~~Employer~~toward ~~Coalition~~the ~~and~~area ~~assisting~~containing ~~teachers~~JCSC property. Therefore, any inclusion of the property in expanded UGBs or reclassification toof ~~connect~~the ~~traditional~~property ~~school~~from ~~subjects~~its tolimited ~~practical~~rural ~~job~~industrial ~~site~~classification ~~applications~~now appears unlikely in the short-term among the prevailing economic and political environment in the surrounding area. We have relisted the property at a price of $7.223 million. We have also ~~actively~~recently listed ~~participate~~for sale our innovation lab property which is now surplus to our current needs, as we have moved the operations formerly housed in the ~~local~~building ~~community~~to our nearby headquarters and warehouse in North Plains. This property contains a renovated building of 2,000 ~~supported~~square byfeet aof ~~Corporate~~flex ~~Charitable~~space, ~~Giving~~and ~~Charter~~is listed for $795,000. For both the JCSC and innovation lab properties, these are the current asking prices and there is no guarantee the properties will sell for this amount, if at all.

~~Governance~~In October 2025, we experienced a cybersecurity incident. We learned that a threat actor had gained unauthorized access to portions of the Company’s information technology (“IT”) environment. We immediately activated our cyber incident response process to contain the intrusion, assess and investigate the incident and implement remedial measures, including retaining external cybersecurity experts and notifying law enforcement, including the Federal Bureau of Investigation. Based on the investigation to date, we believe the cybersecurity incident consisted of unauthorized access and deployment of encryption and monitoring software by a third party to a portion of the Company’s internal corporate IT systems. The incident caused disruptions and limitation of access to portions of our business applications. We believe the unauthorized activity was contained and our IT systems and individual computer devices were brought back online. As a result of the intrusion, we have taken additional cybersecurity measures. We believe that the costs associated with these activities will not be material and that the costs related to the services provided by experts and the disruption to our business will be largely covered by the Company’s insurance policies, although there can be no assurance that the insurance carriers will accept liability for these costs, in which event our costs would increase and have a material adverse effect on our future financial performance in the period in which we are required to absorb these costs.

AsWe began fiscal 2025 with a ~~public~~positive ~~company~~outlook with a focus on continuing to lower costs, ~~our~~increase ~~processes~~sales, ~~are~~improve ~~outlined~~margins, introduce innovative products and ~~governed~~ bymonetize ~~multiple~~surplus ~~regulations~~assets. However, ~~including~~due primarily to the ~~Sarbanes-Oxley~~volatility ~~Act~~and uncertainty created by the introduction of ~~2002.~~various ~~Our~~tariffs ~~financial~~since ~~controls~~February ~~are~~2025 ~~mapped,~~and ~~executed,~~the ~~self-audited~~large aspurchases ~~well~~of aslumber ~~regularly~~inventory ~~audited~~in bysupport ~~outside~~of ~~experts~~one asof ~~part~~our oflarger customers, our ~~annual~~goals ~~process~~to grow and return to profitability in fiscal 2025 were not achieved. WeAccordingly, management and the Board have ~~established~~reformulated ~~risk~~our ~~mitigations~~strategic ~~that~~plan ~~allows~~to ~~for~~combat ~~condensed reviews~~the ofchallenges ~~risks~~encountered during fiscal 2025, and ~~impacts~~focus ~~with~~on our ~~systems~~core instrengths ~~place~~during this difficult period. AnWe ITintend ~~Governance~~to ~~Committee~~concentrate ~~aligns~~our ~~execution~~resources on our successful fencing product lines while monetizing non-core assets and ~~security~~disposing ~~both~~of ~~for~~excess ~~ourselves~~inventory. Management and the Board are also evaluating strategic alternatives for ~~parties~~the ~~with~~Company ~~whom~~as wewell ~~communicate~~as its individual operating segments and doassets ~~business~~that prioritize the Company’s overall value.

~~Uyghur~~We have continued our efforts to optimize our ~~Forced~~operations ~~Labor~~and ~~Prevention~~reduce ~~Act~~our costs. During fiscal 2025, we shifted some employees to better align our workforce with our strategic objectives, and have reduced our employee headcount by 27% year-over-year. We believe these changes will result in increased productivity and reduce our costs without compromising quality or service.

~~The~~As of August 31, 2025, we had borrowed $2,101,835 ~~Uyghur~~against ~~Forced~~our ~~Labor~~credit ~~Prevention~~line ~~Act~~with Northrim Funding Services (“~~UFLPA~~Northrim”). isUnder athe UScurrent ~~Federal~~terms ~~Law~~of ~~which~~the ~~became~~agreement, ~~effective~~Northrim onprovides short-term ~~June~~operating ~~21,~~capital ~~2022.~~by Aseither ~~enforced~~purchasing bythe ~~U.S. Customs~~Company’s ~~and~~accounts ~~Border~~receivable ~~Protection,~~invoices ~~the~~or ~~UFLPA~~as ~~prohibits~~a ~~any~~loan ~~products~~against ~~that~~our ~~are~~inventory position. ~~made,~~The ~~mined,~~maximum orwe ~~manufactured,~~may inborrow ~~part~~against orthe inline ~~full~~is $6,000,000. inAs ~~China’s Xinjiang~~of ~~Uyghur~~November ~~Autonomous~~28, ~~Region~~2025, toour beborrowings ~~imported~~under ~~into~~this ~~the~~line ~~United~~is ~~States~~$4,304,853. We asare ~~they~~currently ~~are~~discussing ~~presumed~~with Northrim to ~~have~~adjust ~~been~~the ~~made~~credit ~~with~~line ~~forced~~to ~~labor.~~increase ~~Any imports~~the ofmaximum ~~such~~borrowing ~~goods~~computation ~~will~~which bewould ~~detained~~provide us ~~and~~with ~~seized~~additional byfinancial ~~U.S.~~flexibility ~~Customs~~and ~~unless~~to raise the ~~importer~~maximum isamount ~~able~~available to ~~prove~~us. ~~that~~There ~~these~~is ~~goods~~no ~~have~~assurance ~~not~~that ~~been made~~we ~~with~~will ~~forced~~be ~~labor.~~able to Weobtain ~~ensure~~the ~~that~~desired ~~each~~increases ofin our ~~suppliers~~credit isline, inwhich ~~full~~could ~~compliance~~have ~~with~~a ~~the~~material ~~law~~adverse ~~and~~impact ~~none~~on of our ~~products~~business ~~fall~~and ~~under~~financial ~~the prohibited goods clause~~condition.

~~Critical~~Due to the continued uncertainty and higher costs ~~Accounting~~stemming ~~Policies~~from the high global tariff levels, we expect fiscal 2026 to remain challenging. We will continue to focus on our operational strengths while reducing costs where possible in our efforts to increase our sales and margins and return to profitability.

~~Management~~In isaddition, ~~required~~we toare ~~make~~currently ~~judgments,~~evaluating ~~estimates~~several ~~and~~different ~~assumptions~~strategies ~~that~~to ~~affect~~strengthen ~~the~~our ~~reported~~liquidity ~~amounts~~position. ofThese ~~assets~~strategies ~~and~~may ~~liabilities~~include, atbut ~~the~~are ~~date~~not oflimited ~~the consolidated financial statements~~to, ~~the~~disposition ~~disclosure~~ of ~~contingent~~certain non-core assets and ~~liabilities~~unused asreal ofproperty, ~~the~~renegotiation ~~date~~ of ~~the~~our ~~financial~~credit ~~statements~~line ~~and~~with ~~the~~Northrim ~~reported~~and ~~amounts~~seeking ofadditional ~~revenues~~financing ~~and~~from ~~expenses~~both ~~during~~ the public ~~reporting~~and ~~period.~~private Onmarkets athrough ~~regular~~the ~~basis,~~issuance weof ~~evaluate~~equity ~~our~~or ~~estimates~~debt ~~and assumptions~~securities. WeThere ~~base~~can ~~our~~be ~~estimates~~no onassurance ~~historical experience and on various other assumptions~~ that ~~are~~we ~~believed~~will to be ~~reasonable~~successful ~~under the circumstances, the results of which form the basis for making~~in ~~judgments~~achieving ~~about~~these ~~the~~strategies. ~~carrying~~See ~~values~~“Management’s ofDiscussion ~~assets~~ and ~~liabilities.~~Analysis ~~Actual~~– ~~results~~Liquidity ~~may~~and ~~differ~~Capital ~~from these estimates under different assumptions~~Resources” orfor ~~conditions~~additional information.

We have not adopted any new accounting policies that would have a material impact on the consolidated financial statements, nor did we make changes to accounting policies. Management has discussed with the Audit Committee the development, selection and disclosure of accounting estimates used in the preparation of the consolidated financial statements.21

~~Recent~~Fiscal ~~Accounting~~Years ~~Pronouncements~~Ended August 31, 2025 and August 31, 2024

~~Management~~Fiscal ~~has~~2025 ~~reviewed~~sales totaled $41,298,140 compared to sales of $47,145,176 in fiscal 2024, which was a decrease of $5,847,036, or 12%. Our sales during the first two quarters of fiscal 2025 were flat compared to the same quarters of fiscal 2024. Beginning in February 2025, the implementation of new ~~accounting~~import ~~guidance~~tariffs, particularly on steel and ~~determined~~aluminum ~~that~~products, ~~there~~disrupted isthe ~~not~~markets aand ~~material~~caused ~~impact~~both onconsumers ~~our~~and ~~financial~~retailers ~~statements~~to pause or suspend their purchases of affected products. The tariffs have also caused rapid price changes to reflect the higher product costs, which further caused market disruptions by delaying customer and consumer acceptance.

20The tariff-driven increases in our product costs and our lower sales volumes resulted in a decline in our gross margins, which fell overall to 15.1% in fiscal 2025 from 18.8% in fiscal 2024. Our 2025 margins were also negatively affected by an increase in our obsolete inventory reserve of $650,000 to $1,200,000 from $550,000 in fiscal 2024.

~~ITEM~~Operating expenses in fiscal 2025 were reduced 7Ato $10,002,622 from $10,654,054 in fiscal 2024. ~~Quantitative~~Selling, general and ~~Qualitative~~administrative ~~Disclosures~~expenses ~~About~~were ~~Market~~relatively ~~Risk~~flat at $3,856,829 compared to $3,887,769. Wages and employee benefits fell to $5,823,262 from $6,413,419 as we reduced our headcount in fiscal 2025 to better align with our current business levels. Depreciation and amortization totaled $322,531 compared to $352,866. Loss from operations was ($3,750,626) compared to loss of ($1,770,410) for fiscal 2024.

~~Interest~~For fiscal 2025, other income was $306, gain ~~Rate~~on ~~Risk~~sale of property, plant, and equipment was $800, and interest expense was ($136,504) which is primarily due to interest paid for our borrowing against our line of credit. For fiscal 2024, other income of $2,450,000 was from the successfully settled arbitration case against one of our former distributors. Other items for fiscal 2024 included a gain on sale of assets of $90,787, which largely is due to the sale of JCSC equipment, and net interest income of $33,446.

WeIncluding ~~did~~other ~~not~~items, ~~have~~the ~~any~~net ~~derivative~~loss ~~financial~~before ~~instruments~~income astaxes offor ~~August~~fiscal 312025 was ($3,886,024) compared to income before income taxes of $803,823 in fiscal 2024. Income tax expense for fiscal 2025 was ($244,068) ~~and~~compared weto doincome ~~not~~tax ~~use~~expense ~~derivative~~of ~~instruments~~($82,070) ~~for~~in ~~trading~~fiscal ~~purposes~~2024. The Company calculates income tax expense based on combined federal and state rates that are currently in effect.

~~Changes~~Net loss in ~~U.S.~~fiscal ~~interest~~2025 ~~rates~~was ~~affect~~($4,130,092), ~~the interest~~or ~~earned~~($1.18) onper ~~our~~share, ~~cash~~compared asto ~~well~~net asincome ~~interest~~of ~~paid~~$721,753, onor ~~debt~~$0.21 Weper ~~have~~share, afor ~~line~~fiscal of2024. ~~credit~~The ~~with~~weighted annumber ~~interest~~of ~~rate~~shares ~~based on published rates that may~~outstanding ~~fluctuate~~were ~~over~~3,512,975 ~~time~~in ~~based~~fiscal on2025 ~~economic changes. We are subject to interest rate risk~~ and ~~could~~3,503,221 bein ~~subject~~fiscal ~~to increased interest payments against any amounts borrowed against the line of credit if market interest rates fluctuate~~2024.

~~Foreign Currency~~Pet, ~~Risk~~Fencing and Sustainable Products - JCC

WeSales ~~operate~~for ~~primarily~~JCC in ~~the~~fiscal ~~United~~2025 ~~States.~~were ~~However~~$37,495,349 acompared ~~relatively~~to ~~small~~sales ~~amount~~ of ~~business~~$43,330,737 isfor ~~conducted~~fiscal in2024, ~~currencies~~which ~~other~~represents ~~than~~a Udecline of $5,835,388, or 13%.S. ~~dollars~~Orders for our metal products were negatively affected tariff driven price increases and lower consumer confidence. ~~Also,~~Our towood ~~the~~fencing ~~extent~~sales ~~that~~were wedown ~~use~~year-over-year ~~contract~~as ~~manufacturers~~we ~~located~~were ~~outside~~temporarily ~~the~~unable ~~United~~to ~~States,~~fulfill ~~including~~all ~~China,~~our ~~Canada,~~orders ~~Bangladesh,~~early ~~Vietnam,~~in ~~Malaysia,~~the Spring and ~~Taiwan,~~Summer ~~currency~~season. ~~exchange~~Demand ~~rates~~for ~~can~~our ~~influence~~pet products remains weak, which ~~our~~is ~~purchasing~~in ~~costs~~line with broader trends in the pet product industry.

~~ITEM~~The following table shows a breakdown between 8.the ~~FINANCIAL~~pet, ~~STATEMENTS~~fencing ~~AND~~and ~~SUPPLEMENTAL~~other ~~DATA~~categories in this segment.

The financial statements and notes thereto are attached hereto. The audit report of Davidson & Company, LLP Chartered Accountants is included herein immediately preceding the audited consolidated financial statements.

		Sales in Millions of Dollars						Percent of Total Sales
Fiscal Year		Pet		Fencing		Other		Pet		Fencing		Other
	2025	$	4,255,532	$	32,269,615	$	970,202		11%		86%		3%
	2024	$	7,566,371	$	34,209,073	$	1,555,293		17%		79%		4%

~~Audited~~For ~~Consolidated~~fiscal ~~Financial~~2025, JCC had an operating loss of ~~Statements:~~($4,242,719) compared to an operating loss of ($146,375) for fiscal 2024. ~~and~~The ~~2023~~net loss in fiscal 2025 was negatively impacted by an increase in the allowance for obsolete inventory of $650,000 related to our older, slower moving pet inventory.

~~Report of Independent Registered Accounting Firm dated November 20, 2024 (Davidson & Company LLP, Vancouver, Canada, PCAOB ID# 731)~~22

~~Consolidated~~Industrial ~~Balance~~Wood ~~Sheets~~Products - Greenwood

~~Balance~~Sales ~~Sheets~~in atfiscal ~~August~~2025 31were $3,802,791 compared to sales of $3,728,165 in fiscal 2024, which is an increase of $74,626, or 2%. Sales in fiscal 2025 were negatively impacted by a seat shortage which reduced new bus construction and ~~August~~demand 31for our products, ~~2023~~but demand for transit focused products improved as the seat shortage was largely resolved by the fourth quarter of fiscal 2025. We have recently realigned some personnel to support Greenwood by working to open new sales channels and adding new customers, both within the transit sector and in new industrial market sectors. For fiscal 2025, Greenwood had an operating loss of ($8,857) compared to operating income of $19,563 for fiscal 2024.

~~Consolidated~~Seed ~~Statements~~Processing ofand ~~Operations~~Sales - JCSC

~~For~~During ~~the~~fiscal ~~years~~2023, ~~ended~~we decided to close JCSC effective August 31, 2023. Sales for JCSC in fiscal 2025 were $Nil compared to sales of $86,274 in fiscal 2024, ~~and~~with ~~August~~fiscal 312024 operating income of $36,310. The fiscal 2024 revenue was derived from the sale of the remaining seed inventory and seed storage. We have disposed ~~2023~~of the remaining seed inventory and equipment and have listed the surplus JCSC land and buildings for sale.

~~Consolidated~~Corporate ~~Statements~~– ofJC ~~Stockholders’ Equity~~USA

~~For~~JC USA, the ~~years~~holding ~~ended~~company ~~August~~that 31provides professional and administrative services for the wholly owned operating subsidiaries, ~~2024~~had ~~and~~operating ~~August~~income 31of $365,552 in fiscal 2025 compared to ~~2023~~operating income of $894,325 in fiscal 2024. The results of JC USA are inter-company transactions and are eliminated on consolidation.

~~Consolidated~~LIQUIDITY ~~Statements~~AND ofCAPITAL ~~Cash Flows~~RESOURCES

~~For~~Liquidity ~~the years ended August 31, 2024~~ and ~~August~~Capital ~~31, 2023~~Resources

~~Notes~~The recent volatile tariff and global trade situation created many challenges for our ability to ~~Financial~~effectively ~~Statements~~manage our supply chain, product costs, customer pricing, and overall operations. Failure to manage our cash inflows and outflows effectively can have a material adverse impact on our operations, ability to order products in a timely manner, and serve our customers effectively. Considering these developments, we believe that it is essential that we take immediate steps to strengthen our liquidity position to enable us to continue to weather the uncertainties that still exist in the global markets.

~~Schedule~~Although ~~II:~~the ~~Valuation~~Company will continue as a going concern as at August 31, 2025, our management and ~~Qualifying~~Board ~~Accounts~~have reformulated our near-term and long-term strategies, which now focus on strengthening our liquidity position. We need additional funding to shield us from the continuing challenges that have severely impacted us and other companies as a result of the recent tariff and global economic situation in order to execute our business plan and continue operations in the normal course. Management is evaluating different strategies for reducing expenses, as well as pursuing financing strategies which include raising additional funds through the issuance of equity or debt securities, asset sales, and through arrangements with strategic partners. These strategies may involve selling our real estate assets and excess inventory, as well as increasing our borrowing capacity under our credit line with Northrim or securing alternative financing. We are dependent on our credit line which permits us to borrow funds against accounts receivable and inventory. However, our present borrowing is approaching the maximum allowed under the credit line’s current funding calculations. Although we are in discussions with Northrim to increase the amount of credit available to us, we are still in need of additional funding to bolster our cash availability for the near and long term. There can be no assurance that these discussions will result in an increase in borrowing capacity, which, if it does not, would have a material adverse effect on our ability to operate our business in the normal course and significantly impact our ability to order product for the upcoming Spring selling season, which would in turn negatively impact our operations, our ability to develop and execute our business plan, our financial condition, our liquidity and our continuation as a going concern will be subject to a high degree of risk and uncertainty.

21If capital is not available to us when, and in the amounts needed, we could be required to liquidate our inventory and assets at below market prices, delay purchasing of products, or cease or curtail operations, which could materially harm our business, financial condition and results of operations. There can be no assurance that the Company will be able to sell its real estate, inventory or other assets in a timely manner or raise the capital it needs to continue operations.

~~JEWETT-CAMERON~~We ~~TRADING~~have ~~COMPANY~~historically ~~LTD~~funded our operations with cash flow from operations, and institutional loans or credit facility arrangements. ~~AND~~Our ~~SUBSIDIARIES~~principal uses of cash have been debt service, capital expenditures and working capital, and funding operations. For the year ended August 31, 2025, we incurred an operating loss of $4,130,092 and used cash in operations of $4,627,154. As of August 31, 2025, we had $2,101,835 of indebtedness and working capital of $17,026,472. As of November 28, 2025, we had approximately $4,304,853 million borrowed under our credit facility arrangement, which is near the current maximum amount we are permitted to borrow. We are currently in discussions with our lender to enhance our ability to borrow additional funds and increase the maximum borrowing capacity.

~~CONSOLIDATED FINANCIAL STATEMENTS~~23

~~(Expressed~~We have experienced a slower than expected sell-through of our pet inventory due to many factors, including an overall weakness in Uconsumer demand across the entire sector and a surplus of goods in the channels commonly used to sell off this type of slow-moving, or obsolete inventory.S We believe we will continue to reduce our inventory levels significantly through scaled back production, ordinary course sales of inventory, or accelerated liquidation sales. Accordingly, ~~Dollars)~~we have increased our inventory allowance by $650,000 for fiscal 2025 over the allowance for fiscal 2024.

~~AUGUST~~In 31fiscal 2026, ~~2024~~we will refocus our efforts to maximize value-enhancing business lines. However, to do this we will likely have to make investments in our working capital to support distribution with new and existing retailers coming online throughout the year. This investment in inventory ahead of sales has and may continue to put pressure on our liquidity position given the structure and terms of our credit facility, and arrangements with our customers. There can be no assurance that we will be successful in executing this strategy or that our liquidity position will not deteriorate further despite our efforts.

22Fiscal Year Ended August 31, 2024

~~REPORT~~As OFof ~~INDEPENDENT~~August ~~REGISTERED~~31, ~~PUBLIC~~2025, ~~ACCOUNTING~~we had working capital ~~FIRM~~of $17,026,472 compared to working capital of $20,548,093 as of August 31, 2024. The largest changes affecting working capital are a decrease in cash to $226,213 from $4,853,367, an increase in inventory of $2,728,346 to $15,885,589 from $13,157,243, and an increase in prepaid expenses to $1,000,439 from $891,690. Prepaid income taxes also increased to $180,151 from $50,326. The decrease in cash is primarily related to the increase in inventory. Prepaid expenses, which are mostly deposits paid for future inventory, increased slightly as we ordered additional metal fencing inventory for the anticipated need to replenish the in-store display units being rolled out in additional stores.

ToAccounts payable increased by $272,185 to $1,510,173 from $1,237,988 which is related to the ~~Shareholders~~timing ~~and~~of ~~Directors~~payments due to suppliers. Accrued liabilities declined by $317,770 to $1,083,612 from $1,401,382. Deferred tax assets declined to $3 from $341,029. Bank indebtedness, which is from our line of credit, was $2,101,835 as of August 31, 2025 (August 31, 2024 - $Nil). The amounts borrowed under the line have primarily been used to acquire inventory.

~~Jewett-Cameron~~Accounts ~~Trading~~receivable ~~Company~~and ~~Ltd~~inventory represented 91% of current assets and 78% of total assets as of August 31, 2025. As of August 31, 2024, accounts receivable and inventory represented 74% of current assets and 61% of total assets. Our customers continue to pay on time, with almost all of our outstanding receivables classified as current.

~~Opinion~~For onthe fiscal year ended August 31, 2025, the accounts ~~Consolidated~~receivable ~~Financial~~collection ~~Statements~~period or DSO was 34 days compared to 28 days for the year ended August 31, 2024. Inventory turnover for the year ended August 31, 2025 was 151 days compared to 151 days for the year ended August 31, 2024.

~~We have audited the accompanying consolidated balance sheets of Jewett~~Short-~~Cameron~~term ~~Trading Company Ltd. (the “Company”), as of August 31, 2024~~ and ~~2023,~~Long-term and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended August 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended August 31, 2024 and 2023 in conformity with accounting principles generally accepted in the United States of America.Debt

~~Basis~~During ~~for~~fiscal ~~Opinion~~2024, we established a borrowing agreement with Northrim Funding Services (“Northrim”). Under the terms of the agreement, Northrim will provide short-term operating capital by either purchasing the Company’s accounts receivable invoices (“AR invoices”) or as a loan against our inventory position. The maximum amount of AR invoices Northrim will purchase at one time is limited to an amount equal to 80% of the net eligible accounts but is not to exceed $6,000,000. Borrowing against our inventory is computed as an amount equal to 25% of all eligible inventory but is not to exceed $4,000,000. The maximum total draw the Company may borrow under the line is $6,000,000. Interest is computed at the prime rate plus 4.75% with floor of 11% and is secured by certain or our assets. The line was renewed in June 2025 and now expires on June 30, 2026. As of August 31, 2025, the Company had outstanding borrowings of $2,101,835 under the line. As of November 28, 2025, the Company had outstanding borrowings of $4,304,853 under the line.

~~These~~Prior ~~financial~~to ~~statements~~June ~~are~~2024, ~~the~~we ~~responsibility~~ had a line of ~~the~~credit ~~Company’s~~of $5,000,000 ~~management~~with U.S. ~~Our~~Bank,. ~~responsibility~~The isline towas ~~express~~secured by an ~~opinion~~assignment onof ~~the~~accounts ~~Company’s~~receivable ~~financial~~and ~~statements~~inventory. ~~based~~Calculation onof ~~our~~the interest rate ~~audits.~~was Webased ~~are~~on athe ~~public~~one-month ~~accounting~~Secured ~~firm~~Overnight ~~registered~~Financing ~~with~~Rate ~~the~~(SOFR) ~~Public~~plus ~~Company~~157 ~~Accounting~~basis ~~Oversight~~points, ~~Board~~which ~~(United~~as ~~States)~~of ~~(“PCAOB”) and~~August ~~are~~31, ~~required~~2023 towas be6.88% ~~independent~~(5.31% + ~~with~~1.57%). ~~respect~~Indebtedness tounder the ~~Company~~line inas ~~accordance~~of ~~with~~August ~~the~~31, ~~U.S.~~2023 ~~federal~~was ~~securities~~$1,259,259. ~~laws~~All ~~and~~amounts ~~the~~borrowed ~~applicable rules~~under ~~and~~this ~~regulations~~line of ~~the~~credit ~~Securities~~were ~~and~~repaid in ~~Exchange~~full ~~Commission~~during fiscal 2024 and the ~~PCAOB~~line has since been terminated.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.24

~~Our~~OTHER audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.MATTERS

~~Critical~~Contractual ~~Audit~~Obligations ~~Matters~~and Commercial Commitments

~~The~~We ~~critical~~currently ~~audit~~have ~~matters~~no ~~communicated~~material ~~below~~contractual ~~are~~obligations ~~matters arising from the current period audit of the financial statements that were communicated~~ or ~~required~~commercial tocommitments beother ~~communicated~~than to ~~the audit~~suppliers ~~committee~~of ~~and~~products ~~that: (1) relate to accounts~~ or ~~disclosures~~services ~~that~~in ~~are material to~~ the ~~financial~~ordinary ~~statements~~course ~~and (2) involved our especially challenging, subjective, or complex judgments. The communication~~ of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relatebusiness.

23Inflation

~~Completeness~~Since fiscal 2021, a number of product costs have increased substantially, including raw materials, energy, and ~~accuracy~~transportation/logistical related costs. These higher costs have negatively affected our gross margins. Historically, we have passed cost increases on to the customer, but the rapid rise of ~~revenue~~prices over the last several years has resulted in consumers significantly reducing discretionary spending which has made the market much more price sensitive. This has made retailers more reluctant to accept higher prices for our goods which has limited our ability to raise our selling prices quickly enough to match the rate of increase of our costs. Our ability to pass through all of the current increase in our product costs to our customers is somewhat limited and occur after such costs are first incurred. Although management is working to mitigate such cost increases through the new sourcing agreements and modifying logistic agreements, we expect that our gross margins will remain under pressure in fiscal 2026.

AsThe ~~described~~increases in ~~Note~~interest 11rates toas ~~the~~a ~~financial~~result ~~statements,~~of the ~~Company~~higher ~~recognized~~level ~~revenue~~ of ~~$47,145,176~~inflation ~~for~~in the ~~year~~US ~~ended~~economy ~~August~~experienced ~~31,~~beginning ~~2024.~~in Ascalendar ~~more~~2021 ~~fully~~and ~~described~~continuing inthrough ~~Note~~fiscal 22025 tohas ~~the~~also ~~financial statements~~had ~~the~~a ~~Company~~negative ~~recognized~~effect ~~revenue~~on ~~from~~our ~~the~~interest ~~sale~~expense charged on any borrowing on our lines of ~~industrial~~credit. ~~wood~~The ~~products,~~interest ~~fencing~~rate on our current line of credit is computed using the Prime Interest Rate, ~~pet~~which ~~products~~has ~~and~~risen ~~other~~from ~~specialty~~3.25% ~~products~~in ~~and~~January ~~seed~~2022 to approximately 7.50% in August 2025. In March ~~processing~~2025, ~~handling~~the ~~and~~Company ~~storage~~began ~~services.~~drawing ~~Product~~against ~~revenue~~its isasset-based ~~recognized~~line onof ~~shipment~~credit orto ~~receipt~~fund its usual seasonal build of ~~the~~inventory ~~product~~to ~~depending~~meet onits anticipated needs for the ~~agreed customer~~busier ~~terms~~Spring and Summer seasons. ~~Service~~As ~~revenue~~of isthe ~~recognized~~end ~~when~~of ~~services~~the ~~have~~fiscal ~~been~~year ~~performed~~ended August 31, ~~products~~2025, ~~sold~~the ~~and~~Company ~~collection~~has drawn $2,101,835 against this line of ~~the~~credit ~~amounts~~at isa ~~reasonably assured~~current interest rate of 12.25%.

The principal considerations for our determination that the recognition of revenues is a critical audit matter are the volume of low value transactions and the significant value of total revenue recognized. This in turn lead to a high degree of auditor judgmentEnvironmental, ~~subjectivity,~~Social and ~~effort in performing procedures to evaluate~~Corporate ~~audit~~Governance ~~evidence for revenues recognized.~~(ESG)

~~Addressing~~Jewett-Cameron ~~the~~endeavors ~~matter~~to ~~involved~~be ~~performing~~a ~~procedures~~good steward and ~~evaluating~~provide ~~audit~~sustainable ~~evidence~~products with a positive impact. We strive to operate and grow in ~~connection~~a ~~with~~way ~~forming~~that honors our ~~overall~~environment ~~opinion~~and onrelationships for the ~~consolidated~~long ~~financial statements~~term. ~~Our~~This ~~audit~~also ~~procedures included,~~aligns ~~among~~with ~~others~~one of our three value pillars: stewardship.

~~· Evaluating the appropriateness of management’s assessment of revenue recognition criteria based on the Company’s operations.~~Environmental

·For ~~Performing~~our ~~substantive~~products, ~~testing~~the ~~procedures~~goal ~~over~~is athat ~~sample~~90% of ~~revenue~~materials can ~~entries~~be recycled. Our suppliers are audited to ~~invoices~~strict commercial and fair practice standards, ~~shipping~~including ~~documents~~our own supplier qualifications regarding facilities, capacity, labor practices, and ~~cash~~environmental ~~receipts~~awareness. Packaging is designed to ~~ensure~~maximize ~~completeness,~~recyclability ~~occurrence~~and re-use and minimize non-recycled materials, ~~accuracy~~and all waste materials in our own facilities are segregated to maximize recycling. Our facilities have replaced high energy consumption infrastructure with energy efficient HVAC and ~~appropriate~~lighting ~~cut-off~~during ofour ~~revenue~~most ~~recognized~~recent remodel.

·Active ~~Assessing~~products ~~that~~and designs utilize either recycled or non-petroleum-based plastics to enhance recycling and composting. This includes the ~~Company’s~~recently ~~revenue~~introduced ~~recognition~~compostable ~~accounting~~dog ~~policy~~waste bag, a plant-based product that is less reliant on fossil fuels used in ~~accordance~~traditional ~~with~~plastic USbags. ~~GAAP~~We also dedicate a percentage of sales to support environmental cleanup efforts.

~~We have served as the Company’s auditor since 1999.~~Social

Our social responsibilities include cultural standards of operations and values which we establish in conjunction with our employees. We regularly provide employees with a corporate engagement survey to benchmark their engagement, satisfaction, and ideas for change. We support educational programs that build the future workforce through active participation in regional and statewide organizations, including the CTE/s/STEM ~~DAVIDSON~~Employer &Coalition ~~COMPANY~~and ~~LLP~~assisting teachers to connect traditional school subjects to practical job site applications. We also actively participate in the local community, supported by a Corporate Charitable Giving Charter.

~~Vancouver, Canada Chartered Professional Accountants~~Governance

~~November~~As 20a public company, ~~2024~~our processes are outlined and governed by multiple regulations, including the Sarbanes-Oxley Act of 2002. Our financial controls are mapped, executed, self-audited and regularly audited by outside experts as part of our annual process. We have established risk mitigations that allow for condensed reviews of risks and impacts with our systems in place. See also Item 1C. Cybersecurity for more information.

2425

~~JEWETT-CAMERON~~Uyghur ~~TRADING~~Forced ~~COMPANY~~Labor ~~LTD. AND SUBSIDIARIES~~Prevention Act

~~CONSOLIDATED~~The Uyghur ~~BALANCE~~Forced ~~SHEETS~~Labor Prevention Act (“UFLPA”) is a US Federal Law which became effective on June 21, 2022. As enforced by U.S. Customs and Border Protection, the UFLPA prohibits any products that are made, mined, or manufactured, in part or in full, in China’s Xinjiang Uyghur Autonomous Region to be imported into the United States, as they are presumed to have been made with forced labor. Any imports of such goods will be detained and seized by U.S. Customs unless the importer is able to prove that these goods have not been made with forced labor. We ensure that each of our suppliers is in full compliance with the law and none of our products fall under the prohibited goods clause.

~~(Expressed~~Critical inAccounting ~~U.S. Dollars)~~Policies

ASManagement OFis ~~AUGUST~~required 31to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On a regular basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

	2024		2023
ASSETS
Current assets
Cash and cash equivalents	$	4,853,367	$	83,696
Accounts receivable, net of allowance of $0 (August 31, 2023 - $0)		3,668,815		5,634,924
Inventory, net of allowance of $550,000 (August 31, 2023 - $497,884) (note 3)		13,157,243		18,339,048
Asset held for sale (note 4)		566,022		—
Prepaid expenses		891,690		630,788
Prepaid income taxes		50,326		—
Total current assets		23,187,463		24,688,456
Property, plant and equipment, net (note 4)		3,849,800		4,655,427
Intangible assets, net (note 5)		112,222		134,845
Deferred tax assets (Note 6)		341,029		319,875
Total assets	$	27,490,514	$	29,798,603
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,237,988	$	2,181,194
Bank indebtedness (note 7)		—		1,259,259
Income taxes payable (note 6)		—		147,629
Accrued liabilities		1,401,382		2,113,194
Total liabilities		2,639,370		5,701,276
Stockholders’ equity
Capital stock (notes 8, 9) Authorized 21,567,564 common shares, no par value 10,000,000 preferred shares, no par value Issued 3,504,802 common shares (August 31, 2023 – 3,498,899)		826,861		825,468
Additional paid-in capital		795,726		765,055
Retained earnings		23,228,557		22,506,804
Total stockholders’ equity		24,851,144		24,097,327
Total liabilities and stockholders’ equity	$	27,490,514	$	29,798,603

~~Contingencies~~Recent ~~(Note~~Accounting ~~14)~~Pronouncements

~~Subsequent~~Management ~~event~~has ~~(Note~~reviewed ~~15)~~the new accounting guidance and determined that there is not a material impact on our financial statements.

~~The~~ITEM ~~accompanying~~7A. ~~notes~~Quantitative and ~~are~~Qualitative anDisclosures ~~integral~~About ~~part~~Market ~~of these consolidated financial statements.~~Risk

25Interest Rate Risk

~~JEWETT-CAMERON~~We ~~TRADING~~did ~~COMPANY~~not ~~LTD.~~have ~~AND~~any ~~SUBSIDIARIES~~derivative financial instruments as of August 31, 2025, and we do not use derivative instruments for trading purposes.

~~CONSOLIDATED~~Changes ~~STATEMENTS~~in OFU.S. ~~OPERATIONS~~interest rates affect the interest earned on our cash as well as interest paid on debt. We have a line of credit with an interest rate based on published rates that may fluctuate over time based on economic changes. We are subject to interest rate risk and could be subject to increased interest payments against any amounts borrowed against the line of credit if market interest rates fluctuate.

~~(Expressed~~Foreign inCurrency ~~U.S. Dollars)~~Risk

~~YEARS~~We ~~ENDED~~operate ~~AUGUST~~primarily 31in the United States. However, a relatively small amount of business is conducted in currencies other than U.S. dollars. Also, to the extent that we use contract manufacturers located outside the United States, including China, Canada, Bangladesh, Vietnam, Malaysia, and Taiwan, currency exchange rates can influence our purchasing costs.

	2024			2023
SALES	$	47,145,176		$	54,289,303
COST OF SALES		38,261,532			42,042,178
GROSS PROFIT		8,883,644			12,247,125
OPERATING EXPENSES
Selling, general and administrative		3,887,769			3,973,055
Depreciation and amortization (notes 4, 5)		352,866			397,922
Wages and employee benefits		6,413,419			7,445,464
Total operating expenses		10,654,054			11,816,441
(Loss) income from operations		(1,770,410	)		430,684
OTHER ITEMS
Other income (note 14)		2,450,000			—
Gain on sale of property, plant and equipment		90,787			70,250
Interest income (expense)		33,446			(458,463	)
Total other items		2,574,233			(388,213	)
Income before income taxes		803,823			42,471
Income taxes (note 6)
Current		(103,224	)		(357,974	)
Deferred recovery		21,154			294,877
Net income (loss) for the year	$	721,753		$	(20,626	)
Basic earnings (loss) per common share	$	0.21		$	(0.01	)
Diluted earnings (loss) per common share	$	0.21		$	(0.01	)
Weighted average number of common shares outstanding:
Basic		3,503,221			3,498,236
Diluted		3,503,221			3,498,236

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The ~~accompanying~~financial statements and notes thereto are attached anhereto. ~~integral~~The ~~part~~ audit report of ~~these~~Davidson & Company, LLP Chartered Accountants is included herein immediately preceding the audited consolidated financial statements.

26Audited Consolidated Financial Statements: fiscal 2025 and 2024

~~JEWETT-CAMERON~~Report ~~TRADING~~of ~~COMPANY~~Independent ~~LTD.~~Registered ~~AND~~Accounting ~~SUBSIDIARIES~~Firm dated December 1, 2025 (Davidson & Company LLP, Vancouver, Canada, PCAOB ID# 731)

~~CONSOLIDATED~~Consolidated ~~STATEMENT~~Balance ~~OF STOCKHOLDERS' EQUITY~~Sheets

~~(Expressed~~Balance inSheets ~~U.S.~~at ~~Dollars)~~August 31, 2025 and August 31, 2024

~~YEARS~~Consolidated ~~ENDED~~Statements ~~AUGUST~~of 31Operations

	Capital Stock
	Number of Shares		Amount		Additional paid-in capital		Retained earnings			Total
August 31, 2022	3,495,342	$	824,629	$	742,591	$	22,527,430		$	24,094,650
Shares issued pursuant to compensation plans (note 9)	3,557		839		22,464		—			23,303
Net Loss	—		—		—		(20,626	)		(20,626	)
August 31, 2023	3,498,899	$	825,468	$	765,055	$	22,506,804		$	24,097,327
Shares issued pursuant to compensation plans (note 9)	5,903		1,393		30,671		—			32,064
Net Income	—		—		—		721,753			721,753
August 31, 2024	3,504,802	$	826,861	$	795,726	$	23,228,557		$	24,851,144

For the years ended August 31, 2025 and August 31, 2024

~~The~~Consolidated ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these~~Stockholders’ ~~consolidated financial statements.~~Equity

27For the years ended August 31, 2025 and August 31, 2024

~~JEWETT-CAMERON~~Consolidated ~~TRADING~~Statements ~~COMPANY~~of ~~LTD.~~Cash ~~AND SUBSIDIARIES~~Flows

~~CONSOLIDATED~~For ~~STATEMENTS~~the OFyears ~~CASH~~ended ~~FLOWS~~August 31, 2025 and August 31, 2024

~~(Expressed~~Notes into ~~U.S.~~Financial ~~Dollars)~~Statements

~~YEARS~~Schedule ~~ENDED~~II: ~~AUGUST~~Valuation 31and Qualifying Accounts

	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the year	$	721,753		$	(20,626	)
Items not affecting cash:
Depreciation and amortization		352,866			397,922
Stock-based compensation expense		32,064			23,303
Gain on sale of property, plant and equipment		(90,787	)		(70,250	)
Deferred income taxes		(21,154	)		(294,877	)
Changes in non-cash working capital items:
Decrease in accounts receivable		1,966,109			1,556,722
Decrease in inventory		5,181,805			2,293,265
(Increase) decrease in prepaid expenses		(260,902	)		481,787
(Increase) decrease in prepaid income taxes		(50,326	)		208,963
(Decrease) increase in accounts payable and accrued liabilities		(1,655,018	)		872,302
(Decrease) increase in income taxes payable		(147,629	)		147,629
Net cash and cash equivalents provided by operating activities		6,028,781			5,596,140
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in intangible assets		—			(102,500	)
Proceeds on sale of property, plant and equipment		110,689			70,250
Purchase of property, plant and equipment		(110,540	)		(223,916	)
Net cash and cash equivalents provided by (used in) investing activities		149			(256,166	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bank indebtedness		(1,259,259	)		(5,740,741	)
Net cash and cash equivalents used in financing activities		(1,259,259	)		(5,740,741	)
Net increase (decrease) in cash and cash equivalents		4,769,671			(400,767	)
Cash and cash equivalents, beginning of year		83,696			484,463
Cash and cash equivalents, end of year	$	4,853,367		$	83,696

~~Supplemental~~JEWETT-CAMERON ~~disclosure~~TRADING ~~with~~COMPANY ~~respect to~~LTD. ~~cash~~AND ~~flows (note 13)~~SUBSIDIARIES

~~The~~CONSOLIDATED ~~accompanying~~FINANCIAL ~~notes are an integral part of these consolidated financial statements~~STATEMENTS

28(Expressed in U.S. Dollars)

~~JEWETT-CAMERON~~AUGUST ~~TRADING~~31, ~~COMPANY LTD. AND SUBSIDIARIES~~2025

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~27

2016 Davidson Header

~~(Expressed~~REPORT inOF ~~U.S.~~INDEPENDENT ~~Dollars)~~REGISTERED PUBLIC ACCOUNTING FIRM

1.To ~~NATURE~~the OFShareholders ~~OPERATIONS~~and Directors of

Jewett-Cameron Trading Company Ltd. was incorporated in British Columbia on July 8, 1987 as a holding company for Jewett-Cameron Lumber Corporation (“JCLC”), incorporated September 1953. Jewett-Cameron Trading Company, Ltd. acquired all the shares of JCLC through a stock-for-stock exchange on July 13, 1987, and at that time JCLC became a wholly owned subsidiary. Effective September 1, 2013, the Company reorganized certain of its subsidiaries. JCLC’s name was changed to JC USA Inc. (“JC USA”), and a new subsidiary, Jewett-Cameron Company (“JCC”), was incorporated.

JCOpinion ~~USA~~on ~~has~~ the ~~following~~Consolidated ~~wholly~~Financial owned subsidiaries incorporated under the laws of the State of Oregon: Jewett-Cameron Seed Company, (“JCSC”), incorporated October 2000, Greenwood Products, Inc. (“Greenwood”), incorporated February 2002, and JCC, incorporated September 2013. Jewett-Cameron Trading Company Ltd. and its subsidiaries (the “Company”) have no significant assets in Canada.Statements

~~The~~We ~~Company,~~have ~~through~~audited ~~its~~the ~~subsidiaries,~~accompanying ~~operates~~consolidated ~~out~~balance sheets of ~~facilities~~Jewett-Cameron ~~located~~Trading inCompany ~~North Plains, Oregon~~Ltd. ~~JCC’s~~(the ~~business~~“Company”) ~~consists~~as of ~~the~~August ~~manufacturing~~31, 2025 and ~~distribution~~2024, and the related consolidated statements of ~~pet~~operations, ~~fencing~~stockholders’ equity, and ~~other~~ ~~products,~~cash ~~wholesale~~flows ~~distribution~~for tothe ~~home~~years ~~centers,~~ended ~~other~~August ~~retailers~~31, ~~on-line~~2025 asand ~~well~~2024, asand ~~direct~~the torelated ~~end~~notes ~~consumers~~(collectively referred ~~located~~to ~~primarily in~~as the ~~United~~“financial ~~States~~statements”). ~~Greenwood~~In isour aopinion, ~~processor~~the ~~and~~financial ~~distributor~~statements ofpresent ~~industrial~~fairly, ~~wood~~in ~~and~~all ~~other~~material ~~specialty~~respects, the ~~building~~financial ~~products~~position ~~principally~~of ~~to customers~~the inCompany ~~the~~as ~~marine~~of ~~and~~August ~~transportation~~31, ~~industries~~2025 inand ~~the~~2024, ~~United~~and ~~States.~~the ~~JCSC~~results ~~was~~of aits ~~processor~~operations and ~~distributor~~its ofcash ~~agricultural~~flows ~~seeds in~~for the ~~United~~years ended ~~States.~~August JC31, ~~USA~~2025 ~~provides professional~~ and ~~administrative services~~2024, ~~including~~in conformity with accounting ~~and~~principles ~~credit~~generally ~~services,~~accepted toin ~~its~~the ~~subsidiary companies~~United States of America.

~~Effective~~Basis ~~August~~for 31, 2023, the Company ended seed cleaning operations at its JCSC. During the year ended August 31, 2024, JCSC ended its active operations and sold most of its remaining equipment to wind up the business.Opinion

~~The~~These financial statements are the responsibility of the Company’s management. ~~operations~~Our ~~and~~responsibility ~~general~~is ~~workforce can~~to beexpress ~~negatively~~an ~~affected~~opinion byon athese ~~number~~financial ofstatements ~~external~~based ~~factors.~~on ~~Examples~~our ~~include,~~audits. ~~but~~We are ~~not~~a ~~limited~~public ~~to,~~accounting firm aregistered ~~global~~with ~~pandemic~~the ~~and~~Public ~~political conflict~~Company inAccounting ~~other~~Oversight ~~regions~~Board ~~that~~(United ~~may~~States) ~~affect~~("PCAOB") ~~economies~~ and ~~financial~~are ~~markets~~required ~~globally.~~to Itbe isindependent with ~~not~~respect ~~possible~~to ~~for~~ the Company toin ~~predict~~accordance with the ~~duration~~ orU.S. ~~magnitude~~federal ofsecurities ~~adverse~~laws ~~results~~and ofthe ~~such~~applicable ~~external~~rules ~~factors~~ and ~~their~~regulations ~~effect~~of on the ~~Company’s business, financial condition,~~Securities orand ~~ability~~Exchange toCommission ~~raise~~and ~~funds~~the PCAOB.

2We conducted our audits in accordance with the standards of the PCAOB. ~~SIGNIFICANT~~ Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements ~~ACCOUNTING~~are ~~POLICIES~~free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Basis~~Our audits included performing procedures to assess the risks of ~~Presentation~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~These~~Critical ~~consolidated~~Audit financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain comparatives have been reclassified to conform with the current period presentation.Matters

~~Basis~~The critical audit matter communicated below is a matter arising from the current period audit of ~~consolidation~~the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the account or disclosures to which it relates to.

~~These~~Completeness ~~consolidated financial statements include the accounts of the Company~~ and ~~its~~accuracy ~~current wholly owned subsidiaries, JC USA, JCC, JCSC, and Greenwood, all~~ of ~~which are incorporated under the laws of Oregon, U.S.A.~~revenue

~~All~~As ~~inter-company~~described ~~balances~~in ~~and~~Note ~~transactions~~11 ~~have~~to ~~been~~the financial statements, the Company ~~eliminated~~recognized ~~upon~~revenue ~~consolidation~~of $41,298,140 for the year ended August 31, 2025. As more fully described in Note 2 to the financial statements of the Company recognizes revenue from the sales of lumber, building supply products, industrial wood products, specialty metal products and other specialty products. The product revenue is recognized on shipment or receipt of product depending on the agreed customer terms.

A close up of a logo

Description automatically generated

~~Estimates~~28

The ~~preparation~~principal ofconsiderations ~~consolidated~~for ~~financial~~our ~~statements in~~determination ~~conformity~~that ~~with generally accepted accounting principles in~~ the recognition ~~United States~~ of ~~America~~revenues ~~requires~~is ~~management~~a tocritical ~~make~~audit ~~estimates~~matter ~~and assumptions~~are ~~that affect~~ the ~~reported~~volume ~~amounts~~ of ~~assets~~low ~~and~~value ~~liabilities~~transactions and ~~disclosure of contingent assets and liabilities at~~ the ~~date of~~significant ~~the~~value ~~financial statements and the reported amounts~~ of ~~revenues~~total ~~and expenses during the reporting period~~revenue recognized. ~~Significant~~This ~~estimates~~in ~~incorporated into~~turn ~~the~~leads ~~Company’s~~to ~~consolidated~~a ~~financial~~high ~~statements~~degree ~~include~~of ~~the~~auditor ~~estimated~~judgment, ~~useful lives for depreciable and amortizable assets~~subjectivity, ~~the~~ ~~estimated allowances for doubtful accounts receivable~~ and ~~inventory~~effort ~~obsolescence,~~in ~~possible~~performing ~~product~~procedures ~~liability~~to ~~and~~evaluate ~~possible product~~audit ~~returns,~~evidence ~~and~~for ~~litigation~~revenues ~~contingencies and claims~~recognized. ~~Actual results could differ from those estimates.~~

29Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures included, among others:

~~JEWETT-CAMERON~~· ~~TRADING~~Evaluating ~~COMPANY~~the ~~LTD.~~appropriateness ~~AND~~of ~~SUBSIDIARIES~~management’s ~~NOTES~~assessment TOof ~~THE~~revenue ~~CONSOLIDATED~~recognition ~~FINANCIAL~~criteria ~~STATEMENTS~~based ~~(Expressed~~on inthe ~~U.S.~~Company’s ~~Dollars)~~operations.

~~2. SIGNIFICANT ACCOUNTING~~· ~~POLICIES~~Performing ~~(cont’d…)~~substantive testing procedures over a sample of revenue entries to invoices, shipping documents, and cash receipts to ensure completeness, occurrence, accuracy and appropriate cut-off of revenue recognized.

~~Cash~~· ~~and~~Assessing ~~cash~~the ~~equivalents~~Company’s revenue recognition accounting policy is in accordance with US GAAP.

~~The~~We ~~Company~~have ~~considers~~served ~~all~~as ~~highly liquid instruments with a maturity of three months or less at~~ the ~~time~~Company’s ofauditor ~~issuance~~since ~~to be cash equivalents~~1999. ~~At August 31, 2024, cash and cash equivalents was $4,853,367 compared to $83,696 at August 31, 2023.~~

~~Accounts~~/s/ ~~receivable~~DAVIDSON & COMPANY LLP

~~Trade and other accounts receivable are reported at~~Vancouver, ~~face~~Canada value less any provisions for uncollectible accounts considered necessary. Accounts receivable primarily includes trade receivables from customers. The Company estimates doubtful accounts on an item-by-item basis and includes over aged accounts as part of allowance for doubtful accounts, which are generally ones that are ninety days or greater overdue.Chartered

~~The~~Professional ~~Company extends credit to domestic customers and offers discounts for early payment. When extension of credit is not advisable, the Company relies on either prepayment or a letter of credit.~~Accountants

~~Inventory~~December 1, 2025

Inventory, which consists primarily of finished goods, is recorded at the lower of cost, based on the average cost method, and market. Market is defined as net realizable value. An allowance for potential non-saleable inventory due to excess stock or obsolescence is based upon a review of inventory components.29

~~Property,~~JEWETT-CAMERON ~~plant~~TRADING ~~and~~COMPANY ~~equipment~~LTD. AND SUBSIDIARIES

~~Property,~~CONSOLIDATED ~~plant~~BALANCE ~~and equipment are recorded at cost less accumulated depreciation. The Company provides for depreciation over the estimated life of each asset on a straight-line basis over the following periods:~~SHEETS

Schedule of estimated life of assets
Office equipment		3-7 years
Warehouse equipment		2-10 years
Buildings		5-30 years

(Expressed in U.S. Dollars)

~~Intangibles~~AS OF AUGUST 31

The Company’s intangible assets have a finite life and are recorded at cost. Amortization is calculated using the straight-line method over the remaining life of the asset. The intangible assets are reviewed annually for impairment.


	2025		2024
ASSETS
Current assets
Cash and cash equivalents	$	226,213	$	4,853,367
Accounts receivable, net of allowance of $0 (August 31, 2024 - $0)		3,863,678		3,668,815
Inventory, net of allowance of $1,200,000 (August 31, 2024 - $550,000) (note 3)		15,885,589		13,157,243
Asset held for sale (note 4)		566,022		566,022
Prepaid expenses		1,000,439		891,690
Prepaid income taxes		180,151		50,326

Total current assets		21,722,092		23,187,463

Property, plant and equipment, net (note 4)		3,643,114		3,849,800

Intangible assets, net (note 5)		111,389		112,222

Deferred tax assets (Note 6)		3		341,029

Total assets	$	25,476,598	$	27,490,514

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,510,173	$	1,237,988
Bank indebtedness (note 7)		2,101,835		—
Accrued liabilities		1,083,612		1,401,382

Total liabilities		4,695,620		2,639,370

Stockholders’ equity
Capital stock (notes 8, 9) Authorized 21,567,564 common shares, no par value 10,000,000 preferred shares, no par value Issued 3,518,119 common shares (August 31, 2024 – 3,504,802)		830,003		826,861
Additional paid-in capital		852,510		795,726
Retained earnings		19,098,465		23,228,557

Total stockholders’ equity		20,780,978		24,851,144

Total liabilities and stockholders’ equity	$	25,476,598	$	27,490,514

~~Asset~~Contingencies ~~retirement~~(Note ~~obligations~~14)

The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and normal use of the long-lived assets. The Company also records a corresponding asset which is amortized over the life of the asset. Subsequent toevent ~~the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time~~ (~~accretion~~Note ~~expense~~15) ~~and changes in the estimated future cash flows underlying the obligation (asset retirement cost). The Company does not have any significant asset retirement obligations.~~

~~Impairment~~The ofaccompanying ~~long-lived~~notes ~~assets~~are ~~and~~an ~~long-lived assets~~integral topart beof these ~~disposed~~consolidated offinancial statements.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell.30

30JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES

~~JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES NOTES TO THE~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS ~~(Expressed~~OF ~~in U.S. Dollars)~~OPERATIONS

~~2. SIGNIFICANT ACCOUNTING~~(Expressed ~~POLICIES~~in ~~(cont’d…~~U.S. Dollars)

~~Currency~~YEARS ~~and~~ENDED ~~foreign~~AUGUST ~~exchange~~31

These financial statements are expressed in U.S. dollars which is also the functional currency of the Company and its subsidiaries as the Company's operations are primarily based in the United States.


	2025			2024

SALES	$	41,298,140		$	47,145,176

COST OF SALES		35,046,144			38,261,532

GROSS PROFIT		6,251,996			8,883,644

OPERATING EXPENSES
Selling, general and administrative		3,856,829			3,887,769
Depreciation and amortization (notes 4, 5)		322,531			352,866
Wages and employee benefits		5,823,262			6,413,419

Total operating expenses		10,002,622			10,654,054

(Loss) income from operations		(3,750,626	)		(1,770,410	)

OTHER ITEMS
Other income (note 14)		306			2,450,000
Gain on sale of property, plant and equipment		800			90,787
Interest (expense) income		(136,504	)		33,446
Total other items		(135,398	)		2,574,233

(Loss) income before income taxes		(3,886,024	)		803,823

Income taxes (note 6)
Current		(244,068	)		(103,224	)
Deferred recovery		—			21,154

Net income (loss) for the year	$	(4,130,092	)	$	721,753

Basic earnings (loss) per common share	$	(1.18	)	$	0.21

Diluted earnings (loss) per common share	$	(1.18	)	$	0.21

Weighted average number of common shares outstanding:
Basic		3,512,975			3,503,221
Diluted		3,512,975			3,503,221

The ~~Company~~accompanying ~~does~~notes ~~not have non-monetary or monetary assets and liabilities that~~ are inan ~~a currency other than the U.S. dollar. Any statement of operations transactions in a foreign currency~~integral ~~are~~part ~~translated at rates that approximate those in effect at the time~~ of ~~translation.~~these ~~Gains~~consolidated ~~and~~financial ~~losses from translation of foreign currency transactions into U~~statements.~~S. dollars are included in current results of operations.~~

~~Earnings (loss) per share~~31

~~Basic~~JEWETT-CAMERON ~~earnings~~TRADING ~~(loss)~~COMPANY ~~per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding in the period~~LTD. ~~Diluted~~ ~~earnings~~AND ~~(loss) per common share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares.~~SUBSIDIARIES

~~The~~CONSOLIDATED ~~earnings~~STATEMENT ~~(loss)~~OF ~~per share data for the fiscal~~STOCKHOLDERS' ~~years ended August 31, 2024 and 2023 are as follows:~~ EQUITY

Schedule of earnings (loss) per share
	2024		2023
Net income (loss)	$	721,753	$	(20,626	)
Basic weighted average number of common shares outstanding		3,503,221		3,498,236
Effect of dilutive securities Stock options		—		—
Diluted weighted average number of common shares outstanding		3,503,221		3,498,236
Basic and diluted earnings (loss) per common share	$	0.21	$	(0.01	)

(Expressed in U.S. Dollars)

~~Comprehensive~~YEARS ~~income~~ENDED ~~(loss)~~AUGUST 31

The Company has no items of other comprehensive income or loss in any year presented. Therefore, net income or loss presented in the consolidated statements of operations equals comprehensive income or loss.


	Capital Stock
	Number of Shares		Amount		Additional paid-in capital		Retained earnings			Total

August 31, 2023	3,498,899	$	825,468	$	765,055	$	22,506,804		$	24,097,327

Shares issued pursuant to compensation plans (note 9)	5,903		1,393		30,671		—			32,064
Net Income	—		—		—		721,753			721,753

August 31, 2024	3,504,802	$	826,861	$	795,726	$	23,228,557		$	24,851,144

Shares issued pursuant to compensation plans (note 9)	13,317		3,142		56,784		—			59,926
Net loss	—		—		—		(4,130,092	)		(4,130,092	)

August 31, 2025	3,518,119		830,003		852,510		19,098,465			20,780,978

~~Stock-based~~The ~~compensation~~ accompanying notes are an integral part of these consolidated financial statements.

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Equity awards are accounted for at their “fair value” which is measured on the grant date for stock-settled awards. For “full-value” awards, fair value is equal to the underlying value of the stock that have time vesting conditions.32

31JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES

~~JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES NOTES TO THE~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS ~~(Expressed~~OF inCASH ~~U.S. Dollars)~~FLOWS

~~2. SIGNIFICANT ACCOUNTING~~(Expressed ~~POLICIES~~in ~~(cont’d…~~U.S. Dollars)

~~Stock-based~~YEARS ~~compensation (cont’d…)~~ENDED AUGUST 31

Stock-based compensation to employees are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period, or in the period of grant for awards that vest immediately without any future service condition. For awards that vest over time, previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. The Company also grants employees and non-employees restricted stock awards (“RSAs”). The fair value of the RSAs is determined using the fair value of the common shares on the date of the grant. Forfeitures are accounted for as they occur.


	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income for the year	$	(4,130,092	)	$	721,753
Items not affecting cash:
Depreciation and amortization		322,531			352,866
Stock-based compensation expense		59,926			32,064
Gain on sale of property, plant and equipment		(800	)		(90,787	)
Deferred income taxes		341,026			(21,154	)

Changes in non-cash working capital items:
(Increase) decrease in accounts receivable		(194,863	)		1,966,109
(Increase) decrease in inventory		(2,728,346	)		5,181,805
(Increase) in prepaid expenses		(108,749	)		(260,902	)
(Increase) in prepaid income taxes		(129,825	)		(50,326	)
(Decrease) in accounts payable and accrued liabilities		(45,585	)		(1,655,018	)
(Decrease) in income taxes payable		—			(147,629	)

Net cash and cash equivalents (used in) provided by operating activities		(6,614,777	)		6,028,781

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on sale of property, plant and equipment		800			110,689
Purchase of property, plant and equipment		(115,012	)		(110,540	)

Net cash and cash equivalents provided by (used in) investing activities		(114,212	)		149

CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from (repayment of) bank indebtedness		2,101,835			(1,259,259	)

Net cash and cash equivalents used in financing activities		2,101,835			(1,259,259	)

Net (decrease) increase in cash and cash equivalents		(4,627,154	)		4,769,671

Cash and cash equivalents, beginning of year		4,853,367			83,696

Cash and cash equivalents, end of year	$	226,213		$	4,853,367

~~The~~Supplemental ~~Company~~disclosure ~~has~~with ~~not adopted a stock option plan and~~respect ~~has~~to ~~not~~cash ~~granted~~flows ~~any~~(note ~~stock options.~~13)

~~Financial~~The ~~instruments~~accompanying notes are an integral part of these consolidated financial statements

~~The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values.~~33

~~Cash and cash equivalents~~ JEWETT-CAMERON ~~the~~TRADING ~~carrying~~COMPANY ~~amount approximates~~LTD. ~~fair~~AND ~~value because the amounts consist of cash held at a bank and cash held in short term investment accounts.~~SUBSIDIARIES

~~Accounts~~NOTES ~~receivable~~TO -THE ~~the~~CONSOLIDATED ~~carrying~~FINANCIAL ~~amounts approximate fair value due to the short-term nature and historical collectability.~~STATEMENTS

~~Bank~~(Expressed ~~indebtedness~~in ~~- the carrying amount approximates fair value due to the short-term nature of the obligations~~U.S. Dollars)

~~Accounts~~1. ~~payable~~NATURE ~~and~~OF ~~accrued liabilities - the carrying amount approximates fair value due to the short-term nature of the obligations.~~OPERATIONS

~~The~~Jewett-Cameron ~~estimated~~Trading ~~fair~~Company ~~values~~Ltd. was incorporated in British Columbia on July 8, 1987 as a holding company for Jewett-Cameron Lumber Corporation (“JCLC”), incorporated September 1953. Jewett-Cameron Trading Company, Ltd. acquired all the shares of JCLC through a stock-for-stock exchange on July 13, 1987, and at that time JCLC became a wholly owned subsidiary. Effective September 1, 2013, the Company's ~~financial instruments~~reorganized ascertain of ~~August~~its ~~31,~~subsidiaries. ~~2024~~JCLC’s name was changed to JC USA Inc. (“JC USA”), and ~~2023~~a ~~follows:~~new subsidiary, Jewett-Cameron Company (“JCC”), was incorporated.

Schedule of estimated fair values
	2024				2023
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Cash and cash equivalents	$	4,853,367	$	4,853,367	$	83,696	$	83,696
Accounts receivable, net of allowance		3,668,815		3,668,815		5,634,924		5,634,924
Accounts payable and accrued liabilities		2,639,370		2,639,370		4,294,388		4,294,388
Bank Indebtedness		—		—		1,259,259		1,259,259

JC USA has the following wholly owned subsidiaries incorporated under the laws of the State of Oregon: Jewett-Cameron Seed Company, (“JCSC”), incorporated October 2000, Greenwood Products, Inc. (“Greenwood”), incorporated February 2002, and JCC, incorporated September 2013. Jewett-Cameron Trading Company Ltd. and its subsidiaries (the “Company”) have no significant assets in Canada.

The ~~following~~Company, ~~table~~through ~~presents~~its ~~information~~subsidiaries, ~~about the~~operates ~~assets~~out ~~that~~of ~~are~~facilities ~~measured~~located atin ~~fair~~North ~~value~~Plains, onOregon. aJCC’s ~~recurring~~business ~~basis~~consists as of ~~August~~the ~~31,~~manufacturing ~~2024~~ and ~~indicates~~distribution ~~the fair value hierarchy~~ of ~~the~~pet, ~~valuation~~fencing ~~techniques~~and ~~the~~other ~~Company~~products, ~~utilized~~wholesale distribution to ~~determine~~home ~~such~~centers, ~~fair~~other ~~value. In general~~retailers, ~~fair~~on-line ~~values~~as ~~determined~~well byas ~~Level~~direct 1to ~~inputs~~end ~~utilize~~consumers ~~quoted~~located ~~prices~~primarily ~~(unadjusted)~~ in ~~active~~the ~~markets~~United ~~for identical assets~~States. ~~Fair~~Greenwood ~~values~~is ~~determined~~a byprocessor ~~Level~~and 2distributor ~~inputs~~of ~~utilize~~industrial ~~data~~wood ~~points~~and ~~that~~other ~~are~~specialty ~~observable such~~building asproducts ~~quoted~~principally ~~prices,~~to customers ~~interest~~in ~~rates~~the marine and ~~yield~~transportation ~~curves.~~industries ~~Fair~~in ~~values~~the ~~determined~~United byStates. ~~Level~~JCSC 3was ~~inputs~~a ~~are~~processor ~~unobservable~~and ~~data~~distributor ~~points~~of ~~for~~agricultural ~~the~~seeds ~~asset~~in orthe ~~liability,~~United ~~and~~States. ~~included~~JC ~~situations~~USA ~~where~~provides ~~there~~professional isand ~~little~~administrative services, ifincluding ~~any,~~accounting ~~market~~and ~~activity~~credit ~~for~~services, ~~the~~to ~~asset:~~its subsidiary companies.

Schedule of assets measured at fair value on a recurring basis
	August 31, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	4,853,367	$	4,853,367	$	—	$	—

Effective August 31, 2023, the Company ended seed cleaning operations at its JCSC. During the year ended August 31, 2024, JCSC ended its active operations and sold most of its remaining equipment to wind up the business.

The ~~fair~~Company’s ~~values~~operations and general workforce can be negatively affected by a number of ~~cash~~external ~~and~~factors. ~~cash~~Examples ~~equivalents~~include, but are ~~measured~~not limited to, a global pandemic and political atconflict ~~amortized~~in ~~cost~~other regions that may affect economies and financial markets globally. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and their effect on the Company’s business, financial condition, or ability to raise funds.

322. SIGNIFICANT ACCOUNTING POLICIES

~~JEWETT-CAMERON~~Basis of ~~TRADING COMPANY LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars)~~Presentation

~~2. SIGNIFICANT~~These ~~ACCOUNTING~~consolidated financial statements have ~~POLICIES~~been prepared in conformity with generally accepted accounting principles of the United States of America (~~cont’d…~~“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain comparatives have been reclassified to conform with the current period presentation.

~~Income~~Basis of ~~taxes~~consolidation

AThese ~~deferred~~consolidated ~~tax~~financial ~~asset~~statements ~~or liability is recorded for~~include ~~all~~the ~~temporary~~accounts ~~differences~~of ~~between~~the ~~financial~~Company and ~~tax~~its ~~reporting~~current ~~and~~wholly ~~net~~owned ~~operating~~subsidiaries, ~~loss~~JC ~~carry~~USA, ~~forwards.~~JCC, ~~Deferred~~JCSC, ~~tax~~and ~~expense~~Greenwood, ~~(benefit)~~all ~~results from~~of ~~the~~which ~~net~~are ~~change~~incorporated under ~~during~~ the ~~year~~laws of ~~deferred~~Oregon, ~~tax assets and liabilities~~U.S.A.

~~Deferred~~All ~~tax~~inter-company ~~assets~~balances ~~are~~and ~~reduced~~transactions ~~by a valuation allowance~~have ~~when,~~been ineliminated ~~the~~upon ~~opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized~~consolidation. ~~Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.~~

~~Shipping and handling costs~~Estimates

The ~~Company~~preparation ~~incurs~~of ~~certain~~consolidated ~~expenses~~financial ~~related to preparing,~~statements ~~packaging~~in ~~and~~conformity ~~shipping~~with ~~its~~generally ~~products~~accepted toaccounting ~~its~~principles ~~customers,~~in ~~mainly~~the ~~third-party~~United ~~transportation~~States ~~fees.~~of ~~All~~America ~~costs~~requires ~~related~~management to ~~these~~make ~~activities~~estimates ~~are~~and ~~included~~assumptions asthat aaffect ~~component~~the reported amounts of ~~cost~~assets and liabilities and disclosure of ~~sales~~contingent inassets and liabilities at the ~~consolidated~~date of the financial statements ofand ~~operations.~~the ~~All~~reported ~~costs~~amounts ~~billed~~of torevenues and expenses during the ~~customer~~reporting ~~are~~period. ~~included~~Significant asestimates incorporated ~~sales~~into in the Company’s consolidated financial statements ofinclude ~~operations~~the estimated useful lives for depreciable and amortizable assets, the estimated allowances for doubtful accounts receivable and inventory obsolescence, possible product liability and possible product returns, and litigation contingencies and claims. Actual results could differ from those estimates.

~~Revenue recognition~~34

~~The~~JEWETT-CAMERON ~~Company~~TRADING ~~recognizes~~COMPANY revenue from the sales of lumber, building supply products, industrial wood products, specialty metal products, and other specialty products and tools, when the products are shipped, title passes, and the ultimate collection is reasonably assuredLTD. ~~Revenue~~AND ~~from~~SUBSIDIARIESNOTES ~~the~~TO ~~Company's~~THE ~~seed~~CONSOLIDATED ~~operations~~FINANCIAL ~~was~~STATEMENTS(Expressed ~~generated from~~in ~~seed processing, handling and storage services provided to seed growers, and by the sales of seed products~~U. ~~Revenue from the provision of these services and products is recognized when the services have been performed, products sold and collection of the amounts is reasonably assured~~S. Dollars)

~~Recent~~2. SIGNIFICANT ACCOUNTING ~~Accounting~~POLICIES ~~Pronouncements~~(cont’d…)

~~The Company has evaluated all recently issued, but~~Cash ~~not yet effective, accounting pronouncements~~ and ~~determined~~cash ~~that it does not believe that any, if currently adopted, would have a material effect on the Company’s financial statements.~~equivalents

3The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. ~~INVENTORY~~ At August 31, 2025, cash and cash equivalents were $226,213 compared to $4,853,367 at August 31, 2024.

~~A summary of inventory as of August 31, 2024 and 2023~~Accounts ~~is as follows:~~receivable

Schedule of inventory
	2024		2023
Pet, fencing and other products	$	12,407,495	$	17,741,254
Industrial wood products		749,748		584,989
Agricultural seed products		—		12,805
Inventory net	$	13,157,243	$	18,339,048

Trade and other accounts receivable are reported at face value, less any provisions for uncollectible accounts considered necessary. Accounts receivable primarily includes trade receivables from customers. The Company estimates doubtful accounts on an item-by-item basis and includes over aged accounts as part of allowance for doubtful accounts, which are generally ones that are ninety days or greater overdue.

33The Company extends credit to domestic customers and offers discounts for early payment. When extension of credit is not advisable, the Company relies on either prepayment or a letter of credit.

~~JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars)~~Inventory

~~4. PROPERTY~~Inventory, which consists primarily of finished ~~PLANT~~goods, ~~AND~~is ~~EQUIPMENT~~recorded at the lower of cost, based on the average cost method, and market. Market is defined as net realizable value. An allowance for potential non-saleable inventory due to excess stock or obsolescence is based upon a review of inventory components.

~~A summary of property~~Property, plant, and equipment ~~as of August 31, 2024 and 2023 is as follows:~~

Schedule of property, plant, and equipment
	2024			2023
Office equipment	$	668,260		$	668,260
Warehouse equipment		1,285,278			1,556,424
Buildings		5,211,588			6,209,162
Land		158,500			559,065
		7,323,626			8,992,911
Accumulated depreciation		(3,473,826	)		(4,337,484	)
Net book value	$	3,849,800		$	4,655,427

Property, plant and equipment are recorded at cost less accumulated depreciation. The Company provides for depreciation over the estimated life of each asset on a straight-line basis over the following periods:

In the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable and an estimate of future discounted cash flows is less than the carrying amount of the asset, an impairment loss will be recognized. Management's estimates of revenues, operating expenses, and operating capital are subject to certain risks and uncertainties which may affect the recoverability of the Company's investments in its assets. Although management has made its best estimate of these factors based on current conditions, it is possible that changes could occur which could adversely affect management's estimate of the net cash flow expected to be generated from its operations.

Schedule of estimated life of assets
Office equipment	3-7 years
Warehouse equipment	2-10 years
Buildings	5-30 years

In connection with the wind-up of the Company’s JCSC operations, in July 2024 the Company listed for sale its 11.6 acre property that formerly housed operations. The carrying value of this property of $566,022 is recorded as an asset held for sale as of August 31, 2024 ($nil 0 – August 31, 2023).Intangibles

5The Company’s intangible assets have a finite life and are recorded at cost. ~~INTANGIBLE~~ Amortization is calculated using the straight-line method over the remaining life of the asset. ~~ASSETS~~The intangible assets are reviewed annually for impairment. In 2018, the Company was granted a patent for an update of its Adjust-a-Gate™, which extends the protection until 2033.

~~A summary of intangible assets as of August 31, 2024~~Asset ~~and~~retirement ~~2023 follows:~~obligations

Schedule of intangible assets
	2024			2023
Intangible assets		131,405			153,195
Accumulated amortization		(19,183	)		(18,350	)
Net book value	$	112,222		$	134,845

The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and normal use of the long-lived assets. The Company also records a corresponding asset which is amortized over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost). The Company does not have any significant asset retirement obligations.

3435

JEWETT-CAMERON TRADING COMPANY LTD. AND ~~SUBSIDIARIES~~SUBSIDIARIESNOTES ~~NOTES~~ TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars)

62. ~~INCOME~~ SIGNIFICANT ~~TAXES~~ACCOUNTING POLICIES (cont’d…)

~~A reconciliation~~ Impairment of ~~the~~long-lived ~~provision~~assets ~~for~~and ~~income~~long-lived ~~taxes with~~assets ~~amounts determined by applying the statutory U.S. federal income tax rate~~ to ~~income~~be ~~before~~disposed ~~income taxes is as follows:~~of

Schedule of provision for income taxes
	2024			2023
Computed tax at the federal statutory rate	$	92,555		$	294,398
State taxes, net of federal benefit		10,000			62,193
Other		669			1,383
Provision for income taxes	$	103,224		$	357,974
Current income taxes	$	103,224		$	357,974
Deferred income taxes		(21,154	)		(294,877	)
Income tax expense benefit net	$	82,070		$	63,097

~~Deferred income tax asset as of August 31, 2024 of~~Currency ~~$341,029 (August 31, 2023 – $319,875) reflects the net tax effects of temporary differences between the carrying amounts of assets~~ and ~~liabilities~~foreign ~~for financial reporting purposes and the amounts used for income tax purposes.~~exchange

Schedule of deferred income tax asset and liabilities
	2024			2023
Deferred tax assets:
Allowance for inventory	$	443,913		$	496,067
Allowance for bad debts		—			—
Difference between book and tax depreciation		(13,587	)		(86,895	)
Total deferred tax assets		430,326			409,172
Valuation allowance		—			—
Net deferred tax assets		430,326			409,172
Net deferred tax liability		(89,297	)		(89,297	)
Combined net deferred tax asset (liability)	$	341,029		$	319,875

35The Company does not have non-monetary or monetary assets and liabilities that are in a currency other than the U.S. dollar. Any statement of operations transactions in a foreign currency are translated at rates that approximate those in effect at the time of translation. Gains and losses from translation of foreign currency transactions into U.S. dollars are included in current results of operations.

~~JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~ Earnings (~~Expressed~~loss) inper ~~U.S. Dollars)~~share

7Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding in the period. ~~BANK~~ ~~INDEBTEDNESS~~Diluted earnings (loss) per common share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares.

The ~~Company~~earnings ~~has a line of credit agreement in the form of a Contract of Sale & Assignment Agreement with Northrim Funding Services~~ (~~“Northrim”~~loss). ~~Under~~per ~~the~~share ~~terms~~data offor the ~~agreement,~~ ~~Northrim will provide short-term operating capital by either purchasing the Company’s accounts receivable invoices (“AR~~fiscal ~~invoices”)~~years orended asAugust a loan against the Company’s inventory position. The maximum amount of AR invoices Northrim will purchase at one time is limited to an amount equal to 80% of the net eligible accounts but is not to exceed $631,~~000,000.~~ ~~Borrowing~~2025 against the Company’s inventory is computed as an amount equal to 25% of all eligible inventory but is not to exceed $4,000,000. The maximum total draw the Company may borrow under the line is $6,000,000. Interest is computed at the prime rate plus 4.75% with floor of 11% and ~~is secured by certain assets of the Company. The line expires on June 30, 2025. As of August 31,~~ 2024, ~~the~~are ~~Company’s~~as ~~indebtedness under the line of credit was $Nil 0 .~~follows:

Prior to June 2024, the Company formerly had a different Bank Line of Credit of $5,000,000, which was reduced from $10,000,000 in March 2024. The line was secured by an assignment of accounts receivable and inventory. Calculation of the interest rate was based on the one-month Secured Overnight Financing Rate (SOFR) of the one-month SOFR plus 157 basis points, which as of August 31, 2023 was 6.88% (5.31% + 1.57%). Indebtedness under the line as of August 31, 2023 was $1,259,259. All amounts borrowed under this former line were repaid in full during fiscal 2024.


	2025			2024

Net (loss) income	$	(4,130,092	)	$	721,753

Basic weighted average number of common shares outstanding		3,512,975			3,503,221

Effect of dilutive securities
Stock options		—			—

Diluted weighted average number of common shares outstanding		3,512,975			3,503,221

Basic and diluted (loss) earnings per common share	$	(1.18	)	$	0.21

~~8. CAPITAL~~Comprehensive income ~~STOCK~~(loss)

~~Common~~The ~~stock~~Company has no items of other comprehensive income or loss in any year presented. Therefore, net income or loss presented in the consolidated statements of operations equals comprehensive income or loss.

~~Holders of common stock are entitled to one vote for~~Stock-based ~~each share held. There are no restrictions that limit the Company's ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation.~~compensation

9The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). ~~RESTRICTED~~ Equity awards are accounted for ~~SHARE~~at ~~PLAN~~their “fair value” which is measured on the grant date for stock-settled awards. For “full-value” awards, fair value is equal to the underlying value of the stock that have time vesting conditions.

The Company has a Restricted Share Plan (the “Plan”) as approved by shareholders on February 8, 2019. The Plan allows the Company to grant, from time to time, restricted shares as compensation to directors, officers, employees and consultants of the Company. The Restricted Shares are subject to restrictions, including the period under which the shares will be restricted (the “Restricted Period”) and subject to forfeiture which is determined by the Board at the time of the grant. The recipient of Restricted Shares is entitled to all of the rights of a shareholder, including the right to vote such shares and the right to receive any dividends, except that the shares granted under the Plan are nontransferable during the Restricted Period.36

~~The~~JEWETT-CAMERON ~~maximum~~TRADING ~~number~~COMPANY ~~of Common Shares reserved for issuance under the Plan will not exceed 1% of the then issued and outstanding number of Common Shares at the time of the grant~~LTD. ~~As of~~AND ~~August~~SUBSIDIARIESNOTES ~~31,~~TO ~~2024~~THE ~~the~~CONSOLIDATED ~~maximum~~FINANCIAL ~~number~~STATEMENTS(Expressed ofin ~~shares available to be issued under the Plan was 11,407~~U.S. Dollars)

~~The Board of Directors has set the compensation for non-executive Directors under the Plan at 25 common shares for each quarter of service~~2. ~~The cumulative amount of shares earned each~~ SIGNIFICANT ~~fiscal~~ACCOUNTING ~~year~~POLICIES ~~to be granted shortly after the close of that fiscal year. Non-executive Directors also received a one-time initial grant of 225 common shares which were issued in December 2020.~~(cont’d…)

During the year ended August 31, 2023, 3,557 common shares were issued under the Plan at an average price of $6.55 per share. 500 shares were granted to Directors without a Restricted Period under the Company’s SStock-8based ~~Registration Statement. 3,057 common shares were granted to Officers and Employees and have a three-year Restricted Period.~~compensation (cont’d…)

~~During~~Stock-based compensation to employees are recognized as compensation expense in the ~~year~~financial ~~ended~~statements ~~August~~based ~~31,~~on ~~2024,~~their ~~5,903~~fair ~~common shares~~values. ~~were~~That ~~issued~~expense ~~under~~is recognized over the ~~Plan~~period atduring which an ~~average~~employee ~~price~~is ofrequired $5to provide services in exchange for the award.43 ~~per~~Stock-based compensation expense recognized during the period is based on the value of the portion of share.-based ~~575~~payment ~~were~~awards ~~granted~~that is ultimately expected to ~~Officers~~vest ~~and~~during ~~Directors~~the period, or in the period of grant for awards that vest immediately without aany ~~Restricted~~future service condition. For awards that vest over time, previously recognized ~~Period~~compensation ~~under~~cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. The Company’s Salso grants employees and non-8employees ~~Registration~~restricted ~~Statement~~stock awards (“RSAs”). ~~5,328~~The fair value of the RSAs is determined using the fair value of the common shares ~~were~~on ~~granted~~the todate ~~Officers~~of ~~and~~the ~~Employees~~grant. ~~and~~Forfeitures ~~have~~are aaccounted ~~three-year Restricted~~for ~~Period~~as they occur.

36The Company has not adopted a stock option plan and has not granted any stock options.

~~JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars)~~Financial instruments

~~10. PENSION~~The Company uses the following methods and assumptions ~~AND~~to ~~PROFIT-SHARING~~estimate ~~PLANS~~the fair value of each class of financial instruments for which it is practicable to estimate such values.

~~The~~Cash ~~Company~~and ~~has~~cash aequivalents ~~deferred~~- ~~compensation~~the ~~401(k) plan~~carrying ~~for~~amount ~~all~~approximates ~~employees~~fair ~~with~~value atbecause ~~least~~the 6amounts ~~months~~consist of ~~service~~cash ~~pending~~held aat ~~monthly enrollment time. The plan allows for~~ a ~~non-elective~~bank ~~discretionary contribution plus matching employee contributions up to a specific limit. The percentages of contribution remain the discretion of the Board~~ and ~~are~~cash ~~reviewed~~held ~~with~~in ~~management~~short ~~annually.~~term ~~For~~investment ~~the years ended August 31, 2024 and 2023 the 401(k) compensation expense was $117,319 and $344,336, respectively~~accounts.

~~11. SEGMENT~~Accounts receivable - the carrying amounts ~~INFORMATION~~approximate fair value due to the short-term nature and historical collectability.

~~The~~Bank ~~Company~~indebtedness ~~has~~- ~~three~~the ~~principal~~carrying ~~reportable segments.~~amount ~~These~~approximates ~~reportable~~fair ~~segments~~value ~~were~~due ~~determined~~to ~~based on~~ the short-term nature of the ~~products offered~~obligations. Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

~~The~~Accounts ~~Company~~payable ~~evaluates~~and ~~performance~~accrued ~~based~~liabilities ~~on several~~- ~~factors, of which~~ the ~~primary~~carrying ~~financial~~amount ~~measure~~approximates isfair ~~business~~value ~~segment~~due ~~income~~to ~~before taxes. The following tables show~~ the ~~operations~~short-term nature of the ~~Company's~~ ~~reportable segments~~obligations.

~~Following~~The isestimated afair ~~summary~~values of ~~segmented~~the ~~information~~Company's ~~for~~financial ~~the~~instruments ~~years~~as ~~ended~~of August 31, 2025 and 2024 follows:

Schedule of segmented information
Schedule of estimated fair values
	2024			2023
	2025						2024
Sales to unaffiliated customers:
	Carrying			Fair			Carrying		Fair
Industrial wood products	$	3,728,165		$	2,605,926
	Amount			Value			Amount		Value
Pet, Fencing and Other		43,330,737			49,219,224
Cash and cash equivalents	$	226,213		$	226,213		$	4,853,367	$	4,853,367
Seed processing and sales		86,274			2,464,153
Accounts receivable, net of allowance		3,863,678			3,863,678			3,668,815		3,668,815
	$	47,145,176		$	54,289,303
Accounts payable and accrued liabilities		2,593,785			2,593,785			2,639,370		2,639,370
Income (loss) before income taxes:
Bank Indebtedness		2,101,835			2,101,835			—		—
Industrial wood products	$	19,563		$	(46,307	)
Pet, Fencing and Other		(146,375	)		(622,420	)
Seed processing and sales		36,310			(251,261	)
Corporate and administrative		894,325			962,459
	$	803,823		$	42,471
Identifiable assets:
Industrial wood products	$	1,069,821		$	814,059
Pet, Fencing and Other		16,286,616			23,520,055
Seed processing and sales		4,633			146,466
Corporate and administrative		10,129,444			5,318,023
	$	27,490,514		$	29,798,603
Depreciation and amortization:
Industrial wood products	$	—		$	—
Pet, Fencing and Other		73,610			66,243
Seed processing and sales		1,949			6,120
Corporate and administrative		277,307			325,559
	$	352,866		$	397,922

37The following table presents information about the assets that are measured at fair value on a recurring basis as of August 31, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset:

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars)

Schedule of assets measured at fair value on a recurring basis
	August 31, 2025		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	226,213	$	226,213	$	—	$	—

~~11. SEGMENT INFORMATION (cont’d…)~~37

	2024		2023
Capital expenditures:
Industrial wood products	$	—	$	—
Pet, Fencing and Other		—		—
Seed processing and sales		—		—
Corporate and administrative		110,540		223,916
	$	110,540	$	223,916

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

~~The following table lists sales made by the Company~~2. SIGNIFICANT toACCOUNTING ~~customers~~POLICIES ~~which were in excess of 10% of total sales for the years ended August 31:~~(cont’d…)

Schedule of sales
			2024		2023
	Sales	$	31,447,052	$	34,393,590

Income taxes

~~The~~A ~~Company~~deferred ~~conducts~~tax ~~business~~asset ~~primarily~~or inliability ~~the~~is ~~United~~recorded ~~States,~~for ~~but~~all ~~also~~temporary ~~has~~differences ~~limited~~between ~~amounts~~financial ofand ~~sales~~tax inreporting ~~foreign~~and ~~countries~~net operating loss carry forwards. ~~The~~Deferred ~~following~~tax ~~table~~expense ~~lists~~(benefit) results ~~sales~~from bythe ~~country~~net ~~for~~change during the ~~fiscal~~year ~~years~~of ~~ended August~~deferred ~~31:~~ tax assets and liabilities.

Schedule of sales by country
	2024		2023
United States	$	45,206,250	$	52,732,300
Canada		1,734,200		838,824
Mexico/Latin America/Caribbean		173,317		472,931
Europe		14,000		150,083
Asia/Pacific		17,409		95,165
	$	47,145,176	$	54,289,303

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~All of the Company’s significant identifiable~~Shipping ~~assets were located in the United States as of August 31, 2024~~ and ~~2023.~~handling costs

12The Company incurs certain expenses related to preparing, packaging and shipping its products to its customers, mainly third-party transportation fees. ~~CONCENTRATIONS~~ All costs related to these activities are included as a component of cost of sales in the consolidated statements of operations. All costs billed to the customer are included as sales in the consolidated statements of operations.

~~Credit risk~~Revenue recognition

~~Financial~~The ~~instruments~~Company ~~that~~recognizes ~~potentially~~revenue ~~subject~~from the sales ~~Company~~of tolumber, ~~concentrations~~building ofsupply ~~credit~~products, ~~risk~~industrial ~~consist~~wood ~~primarily~~products, ofspecialty ~~cash~~metal products, and ~~cash~~other ~~equivalents~~specialty products and ~~accounts~~tools, ~~receivable.~~when the ~~The~~products ~~Company~~are ~~places~~shipped, ~~its cash~~title ~~with~~passes, aand ~~high~~the ~~quality~~ultimate ~~financial~~collection ~~institution~~is reasonably assured. ~~The~~Revenue from the Company's ~~has~~seed ~~concentrations~~operations was ofgenerated ~~credit~~from ~~risk~~seed ~~with~~processing, ~~respect~~handling and storage services provided to ~~accounts~~seed ~~receivable~~growers, asand ~~large~~by the sales of seed products. Revenue ~~amounts~~from the provision of ~~its~~these ~~accounts~~services ~~receivable~~and ~~are~~products ~~concentrated~~is ~~geographically~~recognized inwhen the ~~United~~services ~~States~~have ~~amongst~~been aperformed, ~~small~~products ~~number~~sold and collection of the ~~customers~~amounts is reasonably assured.

~~At August 31, 2024, three customers accounted for~~Recent ~~accounts~~Accounting receivable greater than 10% of total accounts receivable for a total of 79%. At August 31, 2023, two customers accounted for accounts receivable greater than 10% of accounts receivable for a total of 75%. The Company controls credit risk through credit approvals, credit limits, credit insurance and monitoring procedures. The Company performs credit evaluations of its commercial customers but generally does not require collateral to support accounts receivable.Pronouncements

~~Volume~~The ofCompany ~~business~~has evaluated all recently issued, but not yet effective, accounting pronouncements and determined that it does not believe that any, if currently adopted, would have a material effect on the Company’s financial statements.

~~The Company has concentrations in the volume of purchases it conducts with its suppliers~~3. For the fiscal year ended August 31, 2024, there were three suppliers which each accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $17,930,397. For the fiscal year ended August 31, 2023, there were three suppliers which each accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $23,397,156. INVENTORY

38A summary of inventory as of August 31, 2025 and 2024 is as follows:

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES

Schedule of inventory
	2025		2024

Pet, fencing and other products	$	15,132,574	$	12,407,495
Industrial wood products		753,015		749,748
Agricultural seed products		—		—

Inventory net	$	15,885,589	$	13,157,243

~~NOTES~~During TOthe ~~THE~~year ~~CONSOLIDATED~~ended ~~FINANCIAL~~August ~~STATEMENTS~~31, 2025, the Company deducted $50,111 (fiscal 2024 - $407,348) from its inventory reserves, and added $700,111 (2024 - $459,464) to its inventory allowance for a net increase of $650,000 (2024 - $52,116) during the year.

~~(Expressed in U.S. Dollars)~~ 38

13JEWETT-CAMERON TRADING COMPANY LTD. ~~SUPPLEMENTAL DISCLOSURE~~ ~~WITH~~AND ~~RESPECT~~SUBSIDIARIESNOTES TO ~~CASH~~THE ~~FLOWS~~CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)

~~Certain cash payments for the years ended August 31~~4. PROPERTY, ~~2024~~PLANT ~~and~~AND ~~2023 are summarized as follows:~~EQUIPMENT

Schedule of cash payments
	2024		2023
Cash paid during the year for:
Interest	$	33,956	$	459,617
Income taxes	$	321,821	$	—

A summary of property, plant, and equipment as of August 31, 2025 and 2024 is as follows:

There were no non-cash investing or financing activities during the years presented.

Schedule of property, plant, and equipment
	2025			2024

Office equipment	$	684,473		$	668,260
Warehouse equipment		1,382,818			1,285,278
Buildings		5,212,847			5,211,588
Land		158,500			158,500
		7,438,638			7,323,626

Accumulated depreciation		(3,795,524	)		(3,473,826	)

Net book value	$	3,643,114		$	3,849,800

14In the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable and an estimate of future discounted cash flows is less than the carrying amount of the asset, an impairment loss will be recognized. ~~CONTINGENCIES~~ Management's estimates of revenues, operating expenses, and operating capital are subject to certain risks and uncertainties which may affect the recoverability of the Company's investments in its assets. Although management has made its best estimate of these factors based on current conditions, it is possible that changes could occur which could adversely affect management's estimate of the net cash flow expected to be generated from its operations.

In ~~fiscal~~connection ~~2021,~~with the ~~Company~~wind-up ~~initiated arbitration against a former distributor asserting a breach~~ of the ~~distribution~~Company’s JCSC ~~agreement~~operations, ~~and~~in ~~seeking~~July ~~damages.~~2024 ~~The~~the ~~liability~~Company ~~arbitration~~listed ~~hearing~~for ~~was held~~sale inits ~~December 2022~~11.6 Inacre ~~February~~property ~~2023,~~that ~~the~~formerly ~~arbitrator~~housed ~~issued~~operations. ~~its~~The ~~decision~~carrying ~~and ruled in favor~~ value of ~~the~~this ~~Company~~property ~~on the majority~~ of ~~its claims. In September 2023~~$566,022 ~~the~~is ~~Company~~recorded as ~~settled~~an ~~the~~asset ~~arbitration~~held for asale ~~cash~~as ~~payment~~ of $2August 31,~~450,000~~ ~~which~~2025 ~~was~~($566,022 – ~~received~~August by31, ~~the Company in October 2023~~2024).

155. ~~SUBSEQUENT EVENT~~INTANGIBLE ASSETS

a)A ~~The~~summary ~~Company~~of ~~changed~~intangible ~~its~~assets ~~NASDAQ~~as ~~trading~~of ~~symbol~~August ~~from JCTCF to JCTC effective October 9~~31, 2025 and 2024 follows:

Schedule of intangible assets
	2025			2024

Intangible assets		131,405			131,405

Accumulated amortization		(20,016	)		(19,183	)

Net book value	$	111,389		$	112,222

~~JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES~~39

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL ~~STATEMENT~~STATEMENTS(Expressed ~~SCHEDULE~~in U.S. Dollars)

~~SCHEDULE~~6. INCOME ~~II – VALUATION AND QUALIFYING ACCOUNTS~~TAXES

~~AUGUST~~A ~~31,~~reconciliation ~~2024~~of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:

	Balance at Beginning of Year		Additions Charged to Costs and Expenses			Deductions Credited to Costs and Expenses		Deductions From Reserves		Balance at End of Year
Schedule of provision for income taxes
August 31, 2024
	2025		2024
Allowance deducted from related Balance sheet account:
Computed tax at the federal statutory rate	$	53,026	$	92,555
Inventory	$	497,884	$	459,464				$	407,348	$	550,000
State taxes, net of federal benefit		30,000		10,000
Accounts Receivable	$	—	$	—		$	—	$	—	$	—
Other		3,140		669
August 31, 2023
Provision for income taxes	$	86,166	$	103,224
Allowance deducted from related Balance sheet account:										$	497,884
Current income taxes	$	86,166	$	103,224
Inventory	$	800,000	$	48,177		$	—	$	350,293
Deferred income taxes		157,903		(21,154	)
Accounts Receivable	$	—	$	—		$	—	$	—	$	—
Income tax expense benefit net	$	244,069	$	82,070

40Deferred income tax asset as of August 31, 2025 of $3 (August 31, 2024 – $341,029) reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

Schedule of deferred income tax asset and liabilities
	2025			2024

Deferred tax assets:
Allowance for inventory	$	1,373,812		$	443,913
Allowance for bad debts		—			—
Difference between book and tax depreciation		(76,399	)		(13,587	)

Total deferred tax assets		1,297,413			430,326
Valuation allowance		(1,210,164	)		—

Net deferred tax assets		87,249			430,326

Net deferred tax liability		(87,246	)		(89,297	)

Combined net deferred tax asset (liability)	$	3		$	341,029

~~FINANCIAL DISCLOSURE~~40

JEWETT---CAMERON NoTRADING ~~Disclosure~~COMPANY ~~Necessary~~LTD. ~~---~~AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)

~~ITEM 9A~~7. ~~CONTROLS AND~~ BANK ~~PROCEDURES~~INDEBTEDNESS

~~Disclosure~~The ~~Controls~~Company has a line of credit agreement in the form of a Contract of Sale & Assignment Agreement with Northrim Funding Services (“Northrim”). Under the terms of the agreement, Northrim will provide short-term operating capital by either purchasing the Company’s accounts receivable invoices at a discount (“AR invoices”) or as a loan against the Company’s inventory position. The maximum amount of AR invoices Northrim will purchase at one time is limited to an amount equal to 80% of the net eligible accounts but is not to exceed $6,000,000. Borrowing against the Company’s inventory is computed as an amount equal to 25% of all eligible inventory but is not to exceed $4,000,000. The maximum total draw the Company may borrow under the line is $6,000,000. Interest is computed at the prime rate plus 4.75% with floor of 11% and ~~Procedures~~is secured by certain assets of the Company. The line was renewed in 2025 and now expires on June 30, 2026. As of August 31, 2025, the Company’s indebtedness under the line of credit was $2,101,835 (August 31, 2024 - $Nil 0).

~~Management~~Prior ~~has~~to ~~evaluated~~June 2024, ~~under~~ the ~~supervision~~Company ~~and~~formerly had ~~with~~a ~~the~~different ~~participation~~Bank Line of ~~our~~Credit ~~Chief~~of ~~Executive Officer and Chief Financial Officer~~$5,000,000, which ~~the~~was ~~effectiveness~~reduced offrom ~~our disclosure controls and procedures~~$10,000,000 asin ofMarch ~~the~~2024. ~~end~~The ofline ~~the~~was ~~period~~secured ~~covered~~ by ~~this~~an ~~report~~assignment asof ~~defined~~accounts inreceivable ~~Rule~~and ~~13a-15(e)~~inventory. orCalculation ~~Rule~~of ~~15d-15(e) under~~ the ~~Securities~~interest ~~Exchange~~rate ~~Act~~was ofbased ~~1934~~on (the ~~“Exchange~~one-month ~~Act”).~~Secured ~~Based~~Overnight onFinancing ~~that~~Rate ~~evaluation~~(SOFR) ~~our~~of ~~Chief~~the ~~Executive~~one-month ~~Officer~~SOFR ~~and~~plus ~~Chief~~157 ~~Financial~~basis ~~Officer~~points, ~~have~~which ~~concluded that~~ as of ~~the~~August ~~end~~31, of2023 ~~the period covered by this report our disclosure controls and procedures are effective in ensuring that information~~was ~~required~~6.88% to(5.31% be+ ~~disclosed in our Exchange Act reports is (~~1.57). ~~recorded,~~All ~~processed,~~amounts ~~summarized, and reported in a timely manner, and (2)~~borrowed ~~accumulated~~under ~~and~~this ~~communicated~~former toline ~~our~~were ~~management~~repaid ~~including~~in ~~our~~full ~~Chief~~during ~~Executive~~fiscal ~~Officer and Principal Financial Officer as appropriate to allow timely decisions regarding required disclosure~~2024.

~~Management’s Report on Internal Control Over~~8. ~~Financial~~ CAPITAL ~~Reporting~~STOCK

~~Our~~Common management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation our management concluded that our internal control over financial reporting was effective as of August 31, 2024.stock

~~This~~Holders ~~Annual Report does not include an attestation report~~ of ~~our~~common ~~registered~~stock ~~public~~are ~~accounting~~entitled ~~firm~~to ~~regarding~~one ~~internal~~vote for ~~control~~each ~~over~~share ~~financial reporting~~held. ~~Management’s~~There ~~report~~are ~~was~~no ~~not subject~~restrictions tothat ~~attestation~~limit bythe ~~our~~Company's ~~registered~~ability ~~public accounting firm pursuant~~ to ~~rules~~pay ofdividends ~~the~~on ~~Securities~~its ~~and~~common ~~Exchange~~stock. ~~Commission~~The ~~that~~Company ~~permit~~has usnot todeclared ~~provide~~any ~~only~~dividends ~~management’s~~since ~~report in this Annual Report~~incorporation.

~~Changes~~9. RESTRICTED SHARE ~~in Internal Controls~~PLAN

~~There~~The Company has ~~been~~a noRestricted Share ~~change~~Plan in(the ~~our~~“Plan”) ~~internal~~as ~~control~~approved ~~over~~by stockholders on February 21, 2025. The Plan allows the Company to grant, from time ~~financial~~to ~~reporting~~time, ~~that~~restricted ~~occurred~~shares ~~during~~as ~~our~~compensation ~~most~~to ~~recent~~directors, ~~fiscal~~officers, ~~year~~employees ~~that~~and ~~has~~consultants ~~materially~~of ~~affected~~the Company. The Restricted Shares are subject to restrictions, orincluding the period under which the shares will be restricted (the “Restricted Period”) and subject to forfeiture which is ~~reasonably~~determined ~~likely~~by the Board at the time of the grant. The recipient of Restricted Shares is entitled to ~~materially~~all of the ~~affect~~rights of a shareholder, ~~our~~including ~~internal~~the ~~control~~right ~~over~~to ~~financial~~vote ~~reporting~~such shares and the right to receive any dividends, except that the shares granted under the Plan are nontransferable during the Restricted Period.

~~ITEM~~The 9Bmaximum number of Common Shares reserved for issuance under the Plan will not exceed 1% of the issued and outstanding number of Common Shares at the time of adoption or amendment of the Plan. ~~OTHER~~As ~~INFORMATION~~of August 31, 2025 the maximum number of shares available to be issued under the Plan was 35,181.

~~During the~~The ~~quarter~~Board ~~ended~~of ~~August 31,~~Directors ~~2024,~~has noset ~~director~~the orcompensation for ~~officer~~non-executive ofDirectors under the ~~Company~~Plan ~~adopted or~~at ~~terminated a~~25 ~~contract,~~common ~~instruction~~shares orfor ~~written~~each ~~plan~~quarter ~~for~~of ~~the~~service. ~~purchase~~The orcumulative ~~sale~~amount of ~~securities~~shares ofearned ~~the~~each fiscal ~~Company~~year ~~intended~~ to ~~satisfy~~be ~~the~~granted ~~affirmative defense~~shortly ~~conditions~~after the close of ~~Rule~~that ~~10b5~~fiscal year. Non-~~1(c)~~executive ~~and/or~~Directors also received a ~~non~~one-~~Rule~~time ~~10b5-1~~initial ~~trading~~grant of ~~arrangement~~225 common shares which were issued in December 2020.

~~ITEM~~During 9Cthe year ended August 31, 2024, 5,903 common shares were issued under the Plan at an average price of $5.43 per ~~DISCLOSURE~~share. 575 ~~REGARDING~~were ~~FOREIGN~~granted ~~JURISDICTIONS~~to ~~THAT~~Officers ~~PREVENT~~and ~~INSPECTIONS~~Directors without a Restricted Period under the Company’s S-8 Registration Statement. 5,328 common shares were granted to Officers and Employees and have a three-year Restricted Period.

During the year ended August 31, 2025, 13,317 common shares were issued under the Plan at an average price of $4.50 per share. 750 were granted to Officers and Directors without a Restricted Period under the Company’s S---8 Registration Statement. 12,567 Nocommon ~~Disclosure~~shares ~~Necessary~~were granted to Officers and Employees and have a three---year Restricted Period.

~~PART~~JEWETT-CAMERON ~~III~~TRADING COMPANY LTD. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)

~~ITEM~~ 10. ~~Directors,~~ PENSION ~~Executive Officers~~ AND ~~CORPORATE~~PROFIT-SHARING ~~GOVERNANCE~~PLANS

~~Table~~The ~~No.~~Company 4has ~~lists~~a asdeferred ofcompensation ~~November~~401(k) plan ~~19,~~for ~~2024~~all ~~the~~employees ~~names, ages~~with ~~and~~at ~~terms~~least 6 months of service ofpending ~~each~~a ofmonthly ~~our~~enrollment ~~Directors~~time. The ~~Directors~~plan ~~will~~allows ~~serve~~for ~~until~~a ~~the~~non-elective ~~next~~discretionary contribution ~~Annual~~plus ~~Shareholders’~~matching ~~Meeting~~employee orcontributions ~~until~~ up to a ~~successor~~specific islimit. ~~duly~~The ~~elected,~~percentages ~~unless~~of contribution remain the ~~office~~discretion isof ~~vacated~~the Board inand ~~accordance~~are reviewed with ~~our~~management ~~Articles/By-Laws~~annually. ~~All~~For ofthe years ended August 31, 2025 and 2024 the ~~Directors~~401(k) ~~are~~compensation ~~citizens~~expense ofwas $230,595 ~~the~~and ~~United~~$117,319, ~~States~~respectively.

Table No. 4 Directors
Name	Age	Date First Elected Or Appointed
Geoff Guilfoy (1) (2)	74	August 2019
Charles Hopewell	68	February 2017
Sarah Johnson (2) (3)	45	July 2017
Chris Karlin (1) (2)	63	December 2018
Chad Summers	50	November 2022
Michelle Walker (3)	50	July 2021
Mike Henningsen (3)	61	December 2022
Subriana Pierce (3)	58	December 2023
Ian Wendler (1)	49	December 2023

11. SEGMENT INFORMATION

~~(1)~~The ~~Member~~Company has three principal reportable segments. These reportable segments were determined based on the nature of ~~Audit~~the ~~Committee~~products offered. Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

~~(2)~~The ~~Member~~Company evaluates performance based on several factors, of ~~Compensation~~which ~~Committee~~the primary financial measure is business segment income before taxes. The following tables show the operations of the Company's reportable segments.

~~(3)~~Following ~~Member~~is a summary of ~~Governance~~segmented ~~Committee.~~information for the years ended August 31:

Current Board Committee Chairs are Geoff Guilfoy (Audit), Chris Karlin (Compensation) and Michelle Walker (Governance).

Schedule of segmented information
	2025			2024
Sales to unaffiliated customers:
Industrial wood products	$	3,802,791		$	3,728,165
Pet, Fencing and Other		37,495,349			43,330,737
Seed processing and sales		—			86,274
	$	41,298,140		$	47,145,176

(Loss) income before income taxes:
Industrial wood products	$	(8,857	)	$	19,563
Pet, Fencing and Other		(4,242,719	)		(146,375	)
Seed processing and sales		—			36,310
Corporate and administrative		365,552			894,325
	$	(3,886,024	)	$	803,823

Identifiable assets:
Industrial wood products	$	1,164,274		$	1,069,821
Pet, Fencing and Other		18,563,411			16,286,616
Seed processing and sales		—			4,633
Corporate and administrative		5,748,913			10,129,444
	$	25,476,598		$	27,490,514

Depreciation and amortization:
Industrial wood products	$	—		$	—
Pet, Fencing and Other		85,726			73,610
Seed processing and sales		—			1,949
Corporate and administrative		236,805			277,307
	$	322,531		$	352,866

Table No. 5 lists, as of November 19, 2024, the names of our executive officers. The executive officers serve at the pleasure of the Board of Directors. All executive officers are residents and citizens of the United States and spend 100% of their time on the affairs of the Company.42

Table No. 5 Executive Officers
			Date of
Name	Position	Age	Board Approval
Chad Summers	Chief Executive Officer	50	January 2022
Mitch Van Domelen	Chief Financial Officer and Corporate Secretary	43	January 2022

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

~~Family~~11. ~~Relationships/Other~~ SEGMENT ~~Relationships/Arrangements~~INFORMATION (cont’d…)

There are no arrangements or understandings between any two or more directors or executive officers, pursuant to which he/she was selected as a director or executive officer. There are no family relationships, material arrangements or understandings between any two or more directors or executive officers.


	2025		2024
Capital expenditures:
Industrial wood products	$	—	$	—
Pet, Fencing and Other		—		—
Seed processing and sales		—		—
Corporate and administrative		115,012		110,540
	$	115,012	$	110,540

~~Written~~The following table lists sales made by the Company ~~Management~~to ~~Agreements~~customers which were in excess of 10% of total sales for the years ended August 31:

--- No Disclosure Necessary ---

Schedule of sales
		2025		2024

Sales	$	30,471,713	$	31,447,052

42The Company conducts business primarily in the United States, but also has limited amounts of sales in foreign countries. The following table lists sales by country for the fiscal years ended August 31:

Business Experience

Schedule of sales by country
	2025		2024
United States	$	39,704,438	$	45,206,250
Canada		1,043,245		1,734,200
Mexico/Latin America/Caribbean		550,457		173,317
Europe		—		14,000
Asia/Pacific		—		17,409
	$	41,298,140	$	47,145,176

~~Chad~~All ~~Summers originally~~of ~~joined~~ the Company in October 2019. He was appointed President in May 2021, CEO in January 2022, and was named a Director in November 2022. His prior experience includes participation in start-up ventures in both product and service industries and has a strong background in leadership, consulting, and support. He co-owned and led an international lumber brokering business similar to Jewett-Cameron’s ~~Greenwood~~significant ~~division. This~~identifiable ~~experience~~assets ~~provided~~were ~~him~~located ~~the opportunity to oversee and actively manage suppliers~~ in ~~China and throughout SE Asia. He also built a successful consulting practice dedicated to growing manufacturers in association with a west coast regional accounting firm which allowed him~~ the ~~opportunity~~ toUnited ~~establish~~States aas ~~deep network~~ of ~~manufacturers~~August 31, ~~professional~~2025 ~~services~~ and ~~support connections regionally~~2024. ~~He received his bachelor’s degree in Business Administration through the University of Puget Sound’s specialized Business Leadership Program with an emphasis on International Business.~~

~~Mitch Van Domelen is a Certified Public Accountant who joined Jewett-Cameron in July 2017 as Controller~~12. ~~He was appointed Chief Financial Officer in January 2022, and was appointed Corporate~~ CONCENTRATIONS Secretary in December 2022. Mr. Van Domelen has extensive experience in finance and financial reporting for both public and private companies. Prior to joining Jewett-Cameron, he served as Controller for a national beverage brand where he managed the financial processes and full-cycle accounting for the company and its nine brewpub locations. From 2007 to 2012 he worked in public accounting at a large regional public accounting firm in Lake Oswego, Oregon, auditing both public and private companies. From 2005 to 2007, he served as a Sarbanes-Oxley (SOX) compliance consultant for SEC registrants in the Portland metro area, testing their compliance in both US and International regions. He holds a bachelor's degree in Business Administration from Southern Oregon University. He is a licensed CPA in the State of Oregon and is a member of the Oregon Society of CPA's.

~~Charles~~Credit E. Hopewell has over 35 years of experience in senior management positions with manufacturing companies. He joined the Company as Chief Operating Officer in November 2016, and was appointed as President, Chief Executive Officer and as a Director in February 2017. He served as Present until May 2021 and CEO until January 2022 when he transitioned to Chairman of the Board of Directors. Prior to his employment with Jewett-Cameron, he served as CEO of several manufacturing companies, including Sunset Manufacturing Inc, Neilsen Manufacturing Inc, and COO of Aluminite Corporation. As a COO and CEO, he has been involved in all organizational aspects, including sales and marketing, plant and equipment, personnel, and finance. He received a degree in Finance from the University of Oregon and an MBA from Willamette University’s Atkinson Graduate School of Management. Mr. Hopewell has also worked extensively in local and statewide workforce policy and K-12 CTE education at a Board level.risk

~~Geoff~~Financial ~~Guilfoy~~instruments isthat apotentially ~~management consultant with~~subject ~~over~~the 41Company ~~years~~to concentrations of ~~experience,~~credit ~~including~~risk ~~over~~consist 21primarily ~~years~~of incash ~~management consulting, 17 years in State Government management,~~ and ancash ~~additional 4~~equivalents ~~years in the private~~ and ~~non-profit~~accounts ~~sectors~~receivable. ~~Prior~~The toCompany ~~founding Lumen Leaders LLC in 2013, he was the partner in charge of the management~~places ~~consulting~~its ~~group~~cash atwith ~~AKT LLP,~~ a ~~regional~~high ~~CPA~~quality ~~and~~financial ~~business consulting firm~~institution. ~~For~~The 28Company ~~years,~~has heconcentrations ~~was an Executive Professor at Willamette University’s Atkinson Graduate School~~ of ~~Management~~credit ~~teaching~~risk ~~courses~~with onrespect ~~management~~to ~~consulting,~~accounts ~~nonprofit management, and government. He currently serves~~receivable onas ~~the~~large ~~Board~~amounts of ~~Directors~~its ofaccounts ~~Medical~~receivable ~~Teams~~are ~~International.~~concentrated Hegeographically isin ~~also a former National Board Member of~~ the ~~Institute~~United ofStates ~~Management~~amongst ~~Consultants USA and~~ a ~~former~~small ~~Board~~number ~~Member~~ of ~~CoServe International~~customers. ~~He has a Bachelor of Science, Management (Accounting) from San Jose State University and an MBA from Willamette University.~~

~~Mike~~At ~~Henningsen has~~August ~~extensive~~31, ~~experience in operations and logistics. From 1999 to 2018~~2025, ~~Mr.~~two ~~Henningsen~~customers ~~was~~accounted ~~Chairman & President of Henningsen Cold Storage, a fourth-generation~~for ~~family~~accounts ~~business~~receivable ~~founded~~greater inthan ~~1923~~10% ~~headquartered~~of inaccounts ~~Hillsboro~~receivable ~~Oregon~~for ~~with logistics facilities in six states. During this period, he also held~~ a ~~number~~total of ~~positions with the International Association of Refrigerated Warehouses (IARW), including Chairman in 2008-2009~~73%. ~~Prior~~ toAt ~~joining~~August ~~the~~31, ~~family business~~2024, hethree ~~served~~customers asaccounted afor ~~business~~accounts ~~banker~~receivable ~~with~~greater ~~Wells~~than ~~Fargo.~~10% ~~Mr. Henningsen received both his Bachelors~~ of ~~Science in~~total ~~Business~~accounts ~~Management~~receivable ~~and~~for ~~his~~a ~~MBA~~total ~~from the University~~ of ~~Oregon~~79%. The HeCompany ~~currently~~controls ~~serves~~credit onrisk ~~the~~through ~~Boards~~credit ofapprovals, ~~Parr~~credit ~~Lumber Company~~limits, ~~Willamette Windows,~~credit insurance and ~~the~~monitoring ~~Southwest Washington Chapter of the American Red Cross~~procedures. HeThe ~~also~~Company ~~serves as an advisor to the Professional Benefit Services~~performs ~~Board~~credit inevaluations ~~Salem, Oregon, and on the Board~~ of ~~Trustees~~its ofcommercial ~~Pacific~~customers ~~University~~but ingenerally ~~Forest~~does ~~Grove,~~not ~~Oregon~~require ~~and~~collateral ~~the~~to ~~Columbia~~support ~~River~~accounts ~~Maritime Museum in Astoria, Oregon~~receivable.

43Volume of business

~~Sarah~~The ~~Johnson~~ Company has ~~significant~~concentrations ~~experience~~ in ~~global supply chain operations, management and best practices, including~~ the ~~planning and implementation~~ volume of ~~improvements~~purchases toit ~~both~~conducts ~~the manufacturing~~with ~~and~~its ~~supply processes~~suppliers. ~~She~~ ~~currently~~For ~~serves~~the asfiscal ayear ~~manager~~ended atAugust ~~Columbia~~31, ~~Sportswear where~~2025, ~~she~~there ~~leads~~were ~~the~~four ~~planning~~suppliers ~~functions~~which each accounted for ~~their~~greater ~~emerging~~than ~~brands~~10% ~~within~~of ~~Columbia's~~total ~~portfolio. Previously~~purchases, ~~she~~and ~~served as~~ the ~~Global~~ ~~Buying~~aggregate ~~Manager~~purchases ~~and~~amounted asto a$20,972,994. For ~~Business~~the ~~Process~~fiscal ~~Analyst~~year ~~and~~ended ~~Senior~~August ~~Global Buyer at Columbia~~31, ~~which included working with international vendors~~2024, ~~principally~~there inwere ~~Asia~~three ~~and~~suppliers ~~Canada.~~which ~~She~~each ~~also~~accounted ~~supports~~for ~~various~~greater ~~local~~than ~~and~~10% ~~international~~of ~~organizations~~total ~~and~~purchases, ~~current~~ and ~~future women~~ ~~leaders.~~the ~~Ms.~~aggregate ~~Johnson~~purchases isamounted ato ~~graduate of Gonzaga University in Spokane~~$17, ~~Washington~~930,397.

Chris Karlin began his banking career in 1980 culminating as the Senior Vice President and Manager of U.S. Bank’s National Government Banking Division from 2005 to 2014 and was responsible for the strategic vision of the group. He joined U.S. Bank in 1993 as a Relationship Manager in the National Corporate Division. He has also served as a Regional Manager for the Treasury Management Division in Minneapolis and had been with Government Banking since 2001, managing many parts of the Division. Prior to joining U.S. Bank, Chris was with Mitsubishi Bank, serving as Group Manager in its Chicago and Columbus offices, focusing on public finance and large corporate markets. Chris is a past Chair of the Oregon Bankers Association, serves as the Adviser for its Leadership Program and serves on the Board of the OBA's Education Foundation. Chris has degrees in Economics and Finance from Fort Hays State University (Kansas) and a Master of International Management from the Thunderbird School of International Management (Arizona).43

~~Michelle~~JEWETT-CAMERON ~~Walker is~~TRADING aCOMPANY ~~business strategist in Portland with experience in brand development, organizational alignment, and building consumer brands, including both B2B and B2C businesses~~LTD. ~~Previously,~~ ~~she~~AND ~~was~~SUBSIDIARIESNOTES ~~CEO~~TO ofTHE ~~Sock~~CONSOLIDATED ItFINANCIAL toSTATEMENTS(Expressed Me, Inc., a sock and underwear brand. She also held several senior positions with PepsiCo, including Senior Director and GM of the Lays and Ruffles brands where her responsibility included business strategy, brand positioning, product development, and sales strategy. Prior to joining PepsiCo, she was a Senior Consultant in ~~Valuation Services with PricewaterhouseCoopers where she led business analysis and valuations for both business clients and Real Estate Investment Trusts~~U. ~~She received her bachelor’s degree in Economics and Psychology from the University of California, San Diego, and an MBA from the University of Texas McComb School of Business~~S. Dollars)

~~Subriana Pierce is a visionary leader in the food and beverage industry with over 25 years of experience in senior leadership in both the grocery channel and Consumer Packaged Goods industry~~13. ~~She currently serves as Senior Vice President, Sales with C.A. Fortune, a national Consumer Brands Agency. After serving~~ SUPPLEMENTAL inDISCLOSURE ~~various~~WITH ~~sales~~RESPECT ~~and~~TO ~~marketing~~CASH roles with PepsiCo/Frito Lay, she became SVP of Sales and Merchandising for Albertsons Southern California. After leaving Albertson’s, she launched food brokerage Navigator Sales and Marketing which was acquired by C.A. Fortune in July 2023. She also currently serves on the Board of Directors for the California Grocers Association. Subriana has a Bachelors in Economics from Spelman College and an MBA in Marketing from University of Chicago Booth.FLOWS

~~Ian~~Certain ~~Wendler is~~cash apayments ~~customer~~for ~~focused~~the ~~innovation, strategy~~years ~~and~~ended ~~product development leader. He is currently Vice President and General Manager of Americas at Dover Corporations Vehicle~~August ~~Service Group (VSG). He previously held executive roles from Operations~~31, to2025 ~~Engineering, to Marketing,~~ and ~~Business~~2024 ~~across~~are ~~Dover~~summarized ~~operating companies~~as supporting OEM Automotive, Government, Industrial, Consumer, and Aftermarket segments in Engineered Products. Before joining Dover, he held Engineering and Management roles with RadiSys in Telecommunications and Gaming. He is accepted into Oregon State University’s Council of Outstanding Early Career Engineers, is an Industry Advisor, and prior Chairman of MECOP. follows:

Involvement in Certain Legal Proceedings

Schedule of cash payments
	2025		2024
Cash paid during the year for:
Interest	$	172,079	$	33,956
Income taxes	$	26,828	$	321,821

There ~~have~~were ~~been~~ no ~~events~~non-cash ~~during~~investing ~~the last five years that are material to an evaluation of the ability~~ or ~~integrity of any director, person nominated to become a director, executive officer,~~financing oractivities ~~control~~during ~~person including any of~~ the ~~matters~~years ~~identified in Item 401(f) of Regulation S-K~~presented.

~~Audit Committee Financial Expert~~14. CONTINGENCIES

~~Geoff~~In ~~Guilfoy~~fiscal ~~serves~~2021, as the ~~Audit~~Company ~~Committee~~initiated ~~Chair~~arbitration ~~and~~against ~~has~~a ~~been~~former ~~designated~~distributor asasserting ~~the~~a ~~“audit~~breach ~~committee~~of ~~financial~~the ~~expert”~~distribution ~~(as~~agreement ~~defined~~and inseeking ~~applicable~~damages. ~~SEC~~The ~~rules)~~liability ~~given~~arbitration ~~his extensive~~hearing ~~background~~was held in ~~oversight~~December 2022. In February 2023, ~~financial~~the ~~budgeting~~arbitrator ~~and~~issued ~~reporting~~its decision and ~~strategic~~ruled ~~consultation.~~in ~~Mr.~~favor ~~Guilfoy~~of isthe ~~independent~~Company ason ~~that~~the ~~term~~majority ~~is used~~of inits ~~Section 240~~claims.~~14a-101~~ ~~under~~In September 2023, the ~~Exchange~~Company ~~Act~~settled ~~and~~the asarbitration ~~defined~~for ~~under~~a ~~NASDAQ~~cash ~~Rule~~payment ~~4200(a)(15)~~of $2,450,000 which was received by the Company in October 2023.

4415. SUBSEQUENT EVENT

~~Audit~~a) ~~Committees~~In October 2025, we experienced a cybersecurity incident. We learned that a threat actor had gained unauthorized access to portions of the Company’s information technology (“IT”) environment. We immediately activated our cyber incident response process to contain the intrusion, assess and investigate the incident and implement remedial measures, including retaining external cybersecurity experts and notifying law enforcement, including the Federal Bureau of Investigation. Based on the investigation to date, we believe the cybersecurity incident consisted of unauthorized access and deployment of encryption and monitoring software by a third party to a portion of the Company’s internal corporate IT systems. The incident caused disruptions and limitation of access to portions of our business applications. We believe the unauthorized activity was contained and our IT systems and individual computer devices were brought back online. As a result of the intrusion, we have taken additional cybersecurity measures. We believe that the costs associated with these activities will not be material and that the costs related to the services provided by experts and the disruption to our business will be largely covered by the Company’s insurance policies. However, there can be no assurance that the insurance carriers will accept liability for these costs, in which these additional costs may have a material adverse effect on our future financial performance.

b) The Company has anlisted ~~Audit~~for ~~Committee,~~sale ~~which~~its ~~recommends to~~innovation ~~the~~lab ~~board~~property ofin ~~directors~~North ~~the~~Plains, ~~engagement~~Oregon ofat ~~the~~a ~~independent~~listing ~~auditors~~price of ~~the Company and reviews with the independent auditors the scope and results of the Company’s audits~~$795, ~~the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company~~000. ~~The board of directors adopted a new Audit Committee Charter in fiscal 2023.~~

The Audit Committee is directly responsible for the appointment, compensation and oversight of auditors; and concerns about accounting and auditing matters; and has the authority to engage independent counsel and other outside advisors.44

~~The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre~~JEWETT-~~approvals~~CAMERON ~~required~~TRADING byCOMPANY ~~this policy / procedure~~LTD. ~~The~~AND ~~decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the Audit Committee at its next scheduled meeting.~~SUBSIDIARIES

InCONSOLIDATED ~~accordance~~FINANCIAL ~~with~~STATEMENT the requirements of the U.S. Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, the Company introduced a procedure for the review and pre-approval of any services performed by Davidson & Company, LLP Chartered Accountants, including audit services, audit related services, tax services and other services. The procedure requires that all proposed engagements of Davidson & Company, LLP Chartered Accountants for audit and permitted non-audit services are submitted to the Audit Committee for approval prior to the beginning of any such services.SCHEDULE

~~The~~SCHEDULE ~~current~~II ~~members~~– ofVALUATION ~~the~~AND ~~Audit Committee are Geoff~~QUALIFYING Guilfoy (Chair), Chris Karlin, and Ian Wendler. All members of the Audit Committee are “independent” within the meaning of applicable regulations of the SEC and Nasdaq listing rules regarding audit committee membership. The Audit Committee met five times in fiscal 2024 and five times in fiscal 2023.ACCOUNTS

~~Compensation~~AUGUST ~~Committee~~31, 2025

~~The Company has a Compensation Committee which recommends~~ Valuation ~~to the Board of Directors on compensation matters for the Company, including compensation plans~~ and ~~benefits~~Qualifying of executive officers and directors. This includes determining the compensation for senior management, the size and recipients of bonuses, and equity incentive plans, including the grant of options and other awards. The Committee will also recommend executive appointments and complete annual performance evaluations of the Chief Executive Officer and Chief Financial Officer. The Committee also advises on succession plan matters and has the authority to retain outside advisors or consultants.Accounts

The Committee operates under a written charter, which requires the Committee to consist of at least three members appointed by the Board. The members shall be independent directors, and the Board will designate one member as Chairman of the Committee. The Committee shall meet a minimum of one time per year.


	Balance at Beginning of Year		Additions Charged to Costs and Expenses		Deductions Credited to Costs and Expenses		Deductions From Reserves		Balance at End of Year

August 31, 2025
Allowance deducted from related Balance sheet account:
Inventory	$	550,000	$	700,111	$	100	$	50,111	$	1,200,000
Accounts Receivable	$	—	$	—	$	—	$	—	$	—

August 31, 2024

Allowance deducted from related Balance sheet account:
Inventory	$	497,884	$	459,464	$	—	$	407,348	$	550,000
Accounts Receivable	$	—	$	—	$	—	$	—	$	—

Current members of the Compensation Committee are Chris Karlin (Chair), Sarah Johnson, and Geoff Guilfoy. All members of the Compensation Committee are “independent” within the meaning of applicable Nasdaq listing rules regarding compensation committee membership. The Committee met three times in fiscal 2024 and three times in fiscal 2023.45

~~Governance~~ITEM ~~Committee~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~The~~--- ~~Company~~No ~~has~~Disclosure aNecessary Governance Committee which devises and recommends to the Board of Directors on governance matters for the Company, including corporate governance policies and the composition and policies of the Board of Directors. The Committee is also tasked with monitoring compliance with these policies once adopted. These include policies that reflect best practices for sound governance, conflict of interest, and environmental and social (ESG) policies. The Committee is also responsible for policies related to Board Director service, including evaluating the current composition of the Board including the necessary diversity, experience, skills and judgment to meet the current and future needs of the Company, and the form and amounts of Director compensation. It will make recommendations for committee members and chairs and evaluate each individual director for continued service. If it is determined that additional directors are required, the Committee will identify, recruit and interview candidates and make nominations of qualified candidates to the Board---

45ITEM 9A. CONTROLS AND PROCEDURES

~~The~~Disclosure ~~Committee operates~~Controls under a written charter, which requires the Committee to consist of at least two independent members appointed by the Board, with one member designated as Chairman of the Committee. A member appointed by the Board shall be a member of the Committee until replaced by the Board and~~/or~~ until his or her resignation. The Committee may request or engage a non-Independent Director only for purposes of advice/counsel and such non-Independent Director will not have any voting rights within the Committee.Procedures

~~Current~~As ~~members~~required by Rule 13a-15(b) under the Exchange Act of 1934, our management, under the ~~Governance~~supervision ~~Committee~~and ~~are~~with ~~Michelle~~the participation of our Chief Executive Officer and Chief Financial Officer, ~~Walker~~have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(~~Chair~~e) ~~Sarah~~and ~~Johnson~~15d-15(e) under the Exchange Act, ~~Mike~~means ~~Henningsen~~controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and ~~Subriana~~reported ~~Pierce~~within the time periods specified in the SEC’s rules and forms. ~~The~~Disclosure ~~Committee~~controls ~~met~~and ~~five~~procedures ~~times~~include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in ~~fiscal~~the ~~2024~~reports that it files or submits under the Exchange Act is accumulated and ~~eight~~communicated ~~times~~to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in ~~fiscal~~evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure ~~2023~~controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that, as of August 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

~~Compliance with~~Management’s ~~Section~~Report ~~16(a)~~on ofInternal ~~the~~Control Over ~~Exchange~~Financial ~~Act~~Reporting

~~The~~Our ~~Company has~~management ~~reviewed~~is ~~the~~responsible ~~Forms~~for 3 establishing and 4maintaining ~~furnished~~adequate tointernal ~~the~~control ~~Company~~over ~~under~~financial ~~Rule~~reporting, ~~16a-3(e)~~as ofsuch ~~the~~term ~~Securities~~is defined in Exchange Act ~~during~~Rules ~~the~~13a-15(f). ~~most~~Under ~~recent fiscal~~supervision ~~year~~ and with the ~~Forms~~participation 5of ~~furnished~~our tomanagement ~~the~~including ~~Company~~our ~~with~~Chief ~~respect~~Executive toOfficer ~~its~~and ~~most~~Chief ~~recent~~Financial ~~fiscal~~Officer ~~year,~~we asconducted ~~well~~an asevaluation of ~~any~~the ~~written~~effectiveness ~~representations~~of ~~received by~~our ~~the~~internal ~~Company~~control ~~from~~over ~~persons~~financial ~~required~~reporting tobased ~~file~~on ~~such~~the ~~forms.~~framework ~~Management~~in ~~has~~Internal ~~determined~~Control ~~there~~– ~~was~~Integrated Framework ~~one~~(2013) ~~Form~~issued 3by ~~report~~the ~~for~~Committee ~~newly~~of ~~appointed Director~~Sponsoring ~~Subriana~~Organizations ~~Pierce~~of ~~that~~the ~~failed~~Treadway toCommission. beBased ~~filed~~ on aour ~~timely~~evaluation ~~basis,~~our asmanagement concluded ~~required~~that byour ~~Section~~internal ~~16(a)~~control ofover ~~the~~financial ~~Securities~~reporting ~~Exchange~~was ~~Act~~effective ~~during the~~as ~~most~~of ~~recent~~August ~~fiscal~~31, ~~year~~2025.

~~Code~~This Annual Report does not include an attestation report of ~~Ethics~~our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

~~The~~Changes ~~Company~~in ~~has~~Internal ~~a written “code of ethics” that meets the United States' Sarbanes-Oxley Act standards. The code is posted on the Company’s website.~~Controls

~~Limitation~~There ofhas ~~Liability~~been no change in our internal control ~~and~~over ~~Indemnification~~financial reporting that occurred during our most recent fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Our~~ITEM ~~certificate of incorporation limits the personal liability of our board members for breaches by them of their fiduciary duties~~9B. ~~Our~~OTHER bylaws also require us to indemnify our directors and officers to the fullest extent permitted by British Columbia law. British Columbia law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following acts:INFORMATION

a.During ~~any~~the ~~breach~~quarter ended August 31, 2025, no director or officer of ~~their~~the ~~duty~~Company adopted or terminated a contract, instruction or written plan for the purchase or sale of ~~loyalty~~securities toof the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or ~~its~~a ~~stockholders;~~non-Rule 10b5-1 trading arrangement.

bITEM 9C. ~~acts~~DISCLOSURE orREGARDING ~~omissions~~FOREIGN ~~not~~JURISDICTIONS inTHAT ~~good~~PREVENT ~~faith or which involve intentional misconduct or a knowing violation of law;~~INSPECTIONS

c. --- No ~~unlawful~~Disclosure ~~payments~~Necessary ~~of dividends or unlawful stock repurchases, redemptions or other distributions; and~~---

~~d. any transaction from which the director derived an improper personal benefit.~~46

~~Such~~PART limitation of liability may not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. In addition, British Columbia laws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether indemnification would be permitted under British Columbia law. We currently maintain liability insurance for our directors and executive officers.III

~~Among~~ITEM ~~other~~10. ~~things~~Directors, ~~this~~Executive ~~will~~Officers ~~provide~~AND ~~for~~CORPORATE indemnification of our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which the person provided services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.GOVERNANCE

~~Insofar~~Table No. 4 lists as ~~indemnification~~of ~~for~~November ~~liabilities~~28, ~~arising under~~2025 the names, ~~Securities~~ages ~~Act~~and ~~may~~terms beof ~~permitted~~service toof ~~our~~each ~~directors,~~of ~~officers,~~our ~~and~~Directors. ~~controlling~~The ~~persons~~Directors ~~pursuant~~will toserve until the ~~foregoing~~next ~~provisions,~~Annual orStockholders’ Meeting ~~otherwise,~~or weuntil ~~have~~a ~~been~~successor ~~advised~~is ~~that~~duly inelected, ~~the~~unless ~~opinion of~~ the ~~SEC~~office ~~such~~is ~~indemnification~~vacated isin ~~against~~accordance ~~public~~with ~~policy~~our asArticles/By-Laws. ~~expressed~~All inof the ~~Securities~~Directors are ~~Act~~citizens ~~and~~of ~~is,~~the ~~therefore,~~United ~~unenforceable~~States.

Table No. 4 Directors

Name	Age	Date First Elected Or Appointed
Geoff Guilfoy (1) (2) (4)	75	August 2019
Charles Hopewell (1)(2)	69	February 2017
Sarah Johnson (2) (3)	46	July 2017
Chad Summers	51	November 2022
Michelle Walker (3)	51	July 2021
Mike Henningsen (3)	63	December 2022
Subriana Pierce (2)(3)	59	December 2023
Ian Wendler (1)	50	December 2023

~~ITEM~~(1) ~~11.~~Member ~~EXECUTIVE~~of ~~COMPENSATION~~Audit Committee.

~~Table~~(2) ~~No.~~Member ~~6 details compensation paid or accrued for fiscal 2023, 2022 and 2021 for the Company’s chief executive officer, each~~ of ~~the~~Compensation Company’s most highly compensated executive officers who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $100,000 per yearCommittee.

									Long-term Compensation
									Awards				Payouts
			Annual Compensation								Securities
Name and							Other		Restricted		Underlying				All
Principal	Fiscal						Annual		Stock		Options/		LTIP		Other
Position	Year		Salary		Bonus		Comp.		Awards		SARS (#)		Payouts		Comp. (1)
Chad Summers, Chief Executive Officer
		2024	$	300,000	$	36,000	$	—	$	—	$	—	$	—	$	22,500
		2023	$	295,833	$	70,000	$	—	$	—	$	—	$	—	$	20,500
Mitch Van Domelen, Chief Financial Officer and Corporate Secretary
		2024	$	178,333	$	53,500	$	—	$	—	$	—	$	—	$	22,500
		2023	$	170,833	$	51,250	$	—	$	—	$	—	$	—	$	20,500

(3)

Member of Governance Committee.

(14) ~~“All Other~~ ~~Compensation”~~In ~~relates~~September to2025, Geoff Guilfoy announced his retirement from the ~~Company’s~~Board ~~401K~~of ~~contributions~~Directors ~~for~~effective ~~each~~December ~~individual~~31, 2025.

~~The~~Current ~~Company~~Board ~~has~~Committee ~~the~~Chairs ~~same~~are ~~401~~Geoff Guilfoy (kAudit), ~~Plan~~Charles ~~for~~Hopewell ~~executives as~~(Compensation) ~~for all employees: it is a dollar-for-dollar match on 10% of eligible compensation,~~ and aMichelle ~~non-elective~~Walker ~~discretionary contribution based on the first $45,000 of eligible compensation~~(Governance).

~~Other~~Table ~~than~~No. ~~participation~~5 inlists, ~~the~~as ~~Company’s~~of ~~Restricted Share~~November ~~Plan~~28, ~~and 401(k)~~2025, nothe names ~~funds~~of ~~were~~our ~~set~~executive ~~aside~~officers. orThe ~~accrued~~executive ~~during~~officers ~~fiscal~~serve ~~2024~~at orthe ~~2023~~pleasure toof ~~provide~~the ~~pension,~~Board ~~retirement~~of orDirectors. ~~similar~~All ~~benefits~~executive officers are residents ~~for~~and ~~directors~~citizens orof ~~executive~~the ~~officers~~United States and spend 100% of their time on the affairs of the Company.

The Company has no plans or arrangements with respect to remuneration received or that may be received by executive officers of the Company to compensate such executive officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Table No. 5 Executive Officers

			Date of
Name	Position	Age	Board Approval
Chad Summers	Chief Executive Officer	51	January 2022
Mitch Van Domelen	Chief Financial Officer and Corporate Secretary	44	January 2022

NoFamily ~~executive~~Relationships/Other officer or director received other compensation in excess of the lesser of $25,000 or 10% of such officer's cash compensation, and all executive officers or directors as a group did not receive other compensation, which exceeded $25,000 times the number of persons in the group or 10% of the compensation.Relationships/Arrangements

~~Except~~There ~~for~~are ~~our~~no ~~Restricted~~arrangements ~~Stock~~or ~~Plan~~understandings ~~and 401(k) Plan,~~between weany ~~have~~two noor ~~material~~more ~~stock~~directors ~~option plan, bonus~~ or ~~profit~~executive ~~sharing~~officers, ~~plans~~ pursuant to which ~~cash~~he/she orwas ~~non-cash~~selected ~~compensation~~as isa ordirector ~~may be paid to our directors~~ or executive ~~officers~~officer. ~~Officers~~There ~~received~~are no ~~bonuses~~family relationships, ~~which~~material ~~were~~arrangements ~~determined~~or ~~and~~understandings ~~approved~~between byany ~~the~~two ~~Board~~or ofmore ~~Directors~~directors or executive officers.

~~The~~Written ~~Board~~Management approved a non-qualified Profit-Sharing plan for employees who did not receive any other form of commission or bonus. The plan is formula based proportionately balancing years of service and compensation. The Board has year-to-year responsibility to review the amount funded to the program and the overall program will be based on a percentage of operating or pre-tax profit.Agreements

~~Restricted~~--- ~~Share~~No ~~Plan~~Disclosure Necessary ---

~~The~~Business Company has a Restricted Share Plan which allows the Company to grant restricted shares as compensation to directors, officers, employees and consultants of the Company. The Restricted Shares are subject to restrictions, including the period under which the shares will be restricted and subject to forfeiture which is determined by the Board at the time of the grant. The recipient of Restricted Shares is entitled to all of the rights of a shareholder, including the right to vote such shares and the right to receive any dividends, except that the shares granted under the Plan are nontransferable during the Restricted Period.Experience

47Chad Summers originally joined the Company in October 2019. He was appointed President in May 2021, CEO in January 2022, and was named a Director in November 2022. His prior experience includes participation in start-up ventures in both product and service industries and has a strong background in leadership, consulting, and support. He co-owned and led an international lumber brokering business similar to Jewett-Cameron’s Greenwood division. This experience provided him the opportunity to oversee and actively manage suppliers in China and throughout SE Asia. He also built a successful consulting practice dedicated to growing manufacturers in association with a west coast regional accounting firm which allowed him the opportunity to establish a deep network of manufacturers, professional services and support connections regionally. He received his bachelor’s degree in Business Administration through the University of Puget Sound’s specialized Business Leadership Program with an emphasis on International Business.

The maximum number of Common Shares reserved for issuance under the Plan will not exceed 1% of the then issued and outstanding number of Common Shares at the time of the grant. During the year ended August 31, 2024, 5,903 common shares were issued under the Plan at an average price of $5.43 per share. 575 were granted to Officers and Directors without a Restricted Period under the Company’s S-8 Registration Statement. 5,328 common shares were granted to Officers and Employees and have a three-year Restricted Period. During the year ended August 31, 2023, the Company issued 3,557 common shares under the Restricted Share Plan. Of the 3,557 common shares, 500 of these shares were granted to Directors without a Restricted Period under the Company’s S-8 Registration Statement, and the remaining 3,057 common shares were granted to Officers and Employees and have a three-year Restricted Period.47

~~401~~Mitch Van Domelen is a Certified Public Accountant who joined Jewett-Cameron in July 2017 as Controller. He was appointed Chief Financial Officer in January 2022, and was appointed Corporate Secretary in December 2022. Mr. Van Domelen has extensive experience in finance and financial reporting for both public and private companies. Prior to joining Jewett-Cameron, he served as Controller for a national beverage brand where he managed the financial processes and full-cycle accounting for the company and its nine brewpub locations. From 2007 to 2012 he worked in public accounting at a large regional public accounting firm in Lake Oswego, Oregon, auditing both public and private companies. From 2005 to 2007, he served as a Sarbanes-Oxley (kSOX) compliance consultant for SEC registrants in the Portland metro area, testing their compliance in both ~~Plan~~US and International regions. He holds a bachelor's degree in Business Administration from Southern Oregon University. He is a licensed CPA in the State of Oregon and is a member of the Oregon Society of CPA's.

~~The~~Charles ~~Company~~E. Hopewell has aover ~~401(k)~~35 ~~Plan~~years of ~~which~~experience ~~allows~~in ~~for~~senior amanagement ~~non-elective discretionary~~positions ~~contribution~~with ~~based~~manufacturing oncompanies. He joined the ~~first~~Company ~~$45~~as Chief Operating Officer in November 2016,~~000~~ ofand ~~eligible~~was ~~compensation.~~appointed ~~Beginning~~as President, Chief Executive Officer and as a Director in ~~fiscal~~February ~~2019,~~2017. ~~the~~He ~~Company~~served ~~reduced~~as ~~the~~Present ~~percentage~~until May 2021 ~~amount~~and ofCEO ~~the~~until ~~discretionary~~January ~~contribution~~2022 ~~while~~when ~~adding~~he atransitioned ~~matching~~to ~~contribution,~~Chairman ~~which~~of isthe ~~designed~~Board toof ~~encourage~~Directors. ~~employees~~Prior to ~~participate~~ his employment with ~~their~~Jewett-Cameron, ~~own~~he served ~~contributions.~~as ~~For~~CEO ~~the~~of ~~years~~several ~~ended~~manufacturing ~~August~~companies, 31including Sunset Manufacturing Inc, ~~2024~~Neilsen Manufacturing Inc, and ~~2023~~COO ~~the~~of ~~401(k)~~Aluminite Corporation. ~~compensation~~As ~~expense~~a ~~was~~COO ~~$117~~and CEO,~~319~~ he has been involved in all organizational aspects, including sales and ~~$344~~marketing,~~336~~ plant and equipment, ~~respectively~~personnel, and finance. ~~The~~He ~~decline~~received a degree in Finance from the ~~expense~~University inof ~~fiscal~~Oregon ~~2024~~and ~~from~~an ~~2023~~MBA isfrom ~~due~~Willamette toUniversity’s ~~the~~Atkinson Graduate ~~Board~~School of ~~Directors~~Management. ~~approving~~Mr. aHopewell ~~lower~~has ~~discretionary~~also ~~contribution for~~worked ~~fiscal~~extensively ~~2024~~in ~~than~~local inand ~~the~~statewide ~~prior~~workforce ~~year~~policy and K-12 CTE education at a Board level.

~~The~~Geoff ~~contributions~~Guilfoy ~~for~~is ~~Chad~~a ~~Summers~~management ~~for~~consultant with ~~fiscal~~over 41 years of experience, including over 21 years in management consulting, 17 years in State Government management, and an additional ~~2024~~4 years in the private and ~~2023~~non-profit ~~were~~sectors. ~~$22~~Prior to founding Lumen Leaders LLC in 2013,~~500~~ he was the partner in charge of the management consulting group at AKT LLP, a regional CPA and ~~$20~~business consulting firm. For 28 years,~~500~~ he was an Executive Professor at Willamette University’s Atkinson Graduate School of Management teaching courses on management consulting, nonprofit management, and government. He currently serves on the ~~contributions~~Board ~~for~~of ~~Mitch~~Directors ~~Van~~of ~~Domelen~~Medical ~~for~~Teams ~~fiscal~~International. ~~2024~~He ~~and~~is ~~2023~~also ~~were~~a ~~$22,500~~former National Board Member of the Institute of Management Consultants USA and ~~$20,500~~a former Board Member of CoServe International. He has a Bachelor of Science, Management (Accounting) from San Jose ~~There~~State ~~are~~University noand ~~un-funded~~an ~~liabilities~~MBA from Willamette University.

~~Stock~~Mike Henningsen has extensive experience ~~Options~~in operations and logistics. From 1999 to 2018, Mr. Henningsen was Chairman & President of Henningsen Cold Storage, a fourth-generation family business founded in 1923 headquartered in Hillsboro Oregon with logistics facilities in six states. During this period, he also held a number of positions with the International Association of Refrigerated Warehouses (IARW), including Chairman in 2008-2009. Prior to joining the family business, he served as a business banker with Wells Fargo. Mr. Henningsen received both his Bachelors of Science in Business Management and his MBA from the University of Oregon. He currently serves on the Boards of Parr Lumber Company and Willamette Windows. He also serves on the Board of Trustees of Pacific University in Forest Grove, Oregon and the Columbia River Maritime Museum in Astoria, Oregon.

~~The~~Sarah ~~Company~~Johnson has ~~formerly~~significant ~~had~~experience in aglobal ~~stock~~supply ~~option~~chain ~~program~~operations, ~~under which~~management ~~stock~~and ~~options~~best practices, including the planning and implementation of improvements to ~~purchase~~both ~~securities~~the manufacturing ~~from~~and supply processes. She currently serves as a manager at Columbia Sportswear where she leads the ~~Company~~planning ~~could~~functions for betheir ~~granted~~emerging tobrands ~~directors~~within ~~and~~Columbia's ~~employees~~portfolio. Previously, ofshe served as the ~~Company~~Global onBuying ~~terms~~Manager and ~~conditions~~as a Business Process ~~acceptable~~Analyst toand ~~the~~Senior ~~regulatory~~Global ~~authorities~~Buyer ofat ~~Canada~~Columbia, ~~notably~~which ~~the~~included ~~Ontario~~working ~~Securities~~with ~~Commission~~international vendors, principally in Asia and ~~the~~Canada. ~~British~~She ~~Columbia~~also supports ~~Securities~~various ~~Commission~~local and international organizations and current and future women leaders. Ms. Johnson is a graduate of Gonzaga University in Spokane, Washington.

~~During~~Michelle ~~the~~Walker is ~~year~~a ~~ended~~business ~~August~~strategist in 31Portland with experience in brand development, ~~2020~~organizational alignment, ~~the~~and ~~Company’s~~building consumer brands, including both B2B and B2C ~~Board~~businesses. Previously, she was CEO of ~~Directors~~Sock ~~approved~~It ~~the~~to ~~termination~~Me, Inc., a sock and underwear brand. She also held several senior positions with PepsiCo, including Senior Director and GM of the ~~stock~~Lays ~~option~~and ~~program~~Ruffles brands where her responsibility included business strategy, brand positioning, product development, and sales strategy. NoPrior ~~options~~to ~~were~~joining ~~granted~~PepsiCo, she was a Senior Consultant in ~~fiscal~~Valuation ~~2024~~Services orwith ~~2023,~~PricewaterhouseCoopers where she led business analysis and ~~the~~valuations ~~Company~~for both business clients and Real Estate Investment Trusts. She received her bachelor’s ~~had~~degree noin ~~stock~~Economics ~~options~~and ~~outstanding~~Psychology asfrom ofthe ~~August~~University 31of California, ~~2024~~San Diego, and ~~August~~an ~~31,~~MBA ~~2023~~from the University of Texas McComb School of Business.

~~Long-Term Incentive Plan / Defined Benefit or Actuarial Plan~~48

~~During~~Subriana ~~fiscal~~Pierce is ~~2024~~a visionary leader in the ~~Company~~food ~~had~~and nobeverage ~~Long-Term~~industry ~~Incentive~~with over 25 years of experience in senior leadership in both the grocery channel and Consumer Packaged ~~Plan~~Goods ~~(“LTIP”)~~industry. She currently serves as Senior Vice President, Sales with C.A. Fortune, a national Consumer Brands Agency. After serving in various sales and nomarketing ~~LTIP~~roles ~~awards~~with ~~were~~PepsiCo/Frito ~~made~~Lay, she became SVP of Sales and Merchandising for Albertsons Southern California. After ~~Also~~leaving Albertson’s, ~~during~~she ~~fiscal~~launched ~~2024~~food brokerage Navigator Sales and Marketing which was acquired by C.A. Fortune in July 2023. She also currently serves on the ~~Company~~Board ~~had~~of noDirectors ~~Defined~~for ~~Benefit~~the orCalifornia ~~Actuarial~~Grocers ~~Plan~~Association. Subriana has a Bachelors in Economics from Spelman College and an MBA in Marketing from University of Chicago Booth.

~~Compensation~~Ian ~~Committee~~Wendler is a customer focused ~~Interlocks~~innovation, strategy and ~~Insider~~product ~~Participation~~development leader. He is currently Vice President and General Manager of Americas at Dover Corporations Vehicle Service Group (VSG). He previously held executive roles from Operations, to Engineering, to Marketing, and Business across Dover operating companies supporting OEM Automotive, Government, Industrial, Consumer, and Aftermarket segments in Engineered Products. Before joining Dover, he held Engineering and Management roles with RadiSys in Telecommunications and Gaming. He is accepted into Oregon State University’s Council of Outstanding Early Career Engineers, is an Industry Advisor, and prior Chairman of MECOP.

~~The~~Involvement ~~Company’s Compensation Committee consists of 3 independent directors. None of the members of the Compensation Committee served as an officer or employee of the Company~~ in ~~the~~Certain ~~prior fiscal~~Legal ~~year.~~Proceedings

NoThere ~~board~~have been no events during the last five years that are material to an evaluation of ~~director~~the ~~member~~ability ~~and~~or ~~none~~integrity of ~~our~~any ~~executive officers~~director, ~~have~~person nominated to become a ~~relationship~~director, ~~that~~executive officer, ~~would~~or ~~constitute~~control anperson ~~interlocking~~including ~~relationship~~any ~~with~~of ~~executive~~the ~~officers~~matters ~~and~~identified ~~directors~~in Item 401(f) of ~~another~~Regulation ~~entity~~S-K.

~~Employment Contracts~~Audit Committee Financial Expert

~~Termination~~Geoff Guilfoy serves as the Audit Committee Chair ofand ~~Employment~~has been designated as the “Audit Committee Financial Expert” (as defined in applicable SEC rules) given his extensive background in oversight, financial budgeting and ~~Change-~~reporting and strategic consultation. Mr. Guilfoy is independent as that term is used in Section 240.14a-~~Control~~101 ~~Arrangements~~under the Exchange Act and as defined under NASDAQ Rule 4200(a)(15). In September 2025, Mr. Guilfoy announced his intention to retire from the Board of Directors effective December 31, 2025. The Board had appointed Charles Hopewell as a member of the Audit Committee in March 2025, and has determined that he is an “Audit Committee Financial Expert” given his previous senior executive roles, including CEO and COO, and also has appointed him as Chair of the Audit Committee effective January 1, 2026.

~~---~~Audit ~~No Disclosure Necessary ---~~Committees

~~Director~~The Company has an Audit Committee, which recommends ~~Compensation~~to the board of directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company. The board of directors adopted a new Audit Committee Charter in fiscal 2023.

The ~~Company~~Audit ~~began~~Committee ~~compensating~~is ~~directors~~directly atresponsible for the ~~rate of $1~~appointment,~~000~~ ~~per~~compensation ~~month~~and asoversight of ~~January~~auditors; 1,and ~~2019.~~concerns ~~Directors~~about ~~are~~accounting ~~also~~and ~~entitled~~auditing tomatters; ~~reimbursement for reasonable travel~~ and ~~other~~has ~~out-of-pocket expenses incurred in connection with attendance at meetings of~~ the ~~Board~~authority ~~of Directors. The Board of Directors may award special remuneration~~ to engage ~~any~~independent ~~director~~counsel ~~undertaking~~and ~~any special services on behalf of the Company~~ other ~~than~~outside ~~services ordinarily required of a director~~advisors.

48The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this policy. The decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the Audit Committee at its next scheduled meeting.

~~During~~In ~~fiscal~~accordance ~~2024~~with the ~~following~~requirements ~~cash~~of ~~payments~~the ~~were~~U.S. ~~paid~~Sarbanes-Oxley toAct ~~directors~~of ~~for~~2002 ~~their~~and ~~service~~rules asissued ~~directors:~~by ~~Charles~~the ~~Hopewell~~Securities ~~$18,000~~and ~~(2023~~Exchange ~~- $18~~Commission,~~000);~~ ~~Chad~~the ~~Summers~~Company ~~$Nil~~introduced ~~(2023~~a -procedure ~~$Nil);~~for ~~Geoff~~the ~~Guilfoy~~review ~~$12,000~~and ~~(2023~~ pre-approval ~~$12,000);~~of ~~Mike~~any ~~Henningsen~~services ~~$12~~performed by Davidson & Company,~~000~~ ~~(2023~~LLP -Chartered $8Accountants,~~000);~~ ~~Sarah~~including ~~Johnson~~audit ~~$12~~services,~~000~~ ~~(2023~~audit ~~-$12~~related services,~~000);~~ ~~Chris~~tax ~~Karlin~~services ~~$12,000~~and ~~(2023~~other ~~- $12,000);~~services. ~~Michelle~~The ~~Walker~~procedure ~~$12,000~~requires ~~(2023~~that -all ~~$12,000);~~proposed ~~Subriana~~engagements ~~Pierce~~of $8Davidson & Company,~~000~~ ~~(2023~~LLP Chartered Accountants for audit and permitted non-audit ~~$Nil);~~services ~~Ian~~are ~~Wendler~~submitted ~~$8,000~~to ~~(2023~~the -Audit ~~$Nil);~~Committee ~~and~~for ~~Mike~~approval ~~Nasser $Nil~~prior ~~(2023~~to -the ~~$8,000);~~beginning of any such services.

InThe ~~November~~current ~~2020,~~members of the ~~Board~~Audit ofCommittee ~~Directors approved~~are ~~additional~~Geoff ~~compensation~~Guilfoy ~~for~~(Chair), ~~Directors~~Charles ~~other~~Hopewell, ~~than~~and ~~Named~~Ian ~~Executive~~Wendler. ~~Officer~~Chris ~~members~~Karlin ~~under~~served on the ~~Company’s~~Committee ~~Restricted~~until ~~Share~~his ~~Plan. Directors will~~resignation beas ~~granted~~a 25Director ~~common~~effective March ~~shares~~31, ~~for~~2025. ~~each~~Mr. ~~fiscal~~Hopewell ~~quarter~~was ofappointed ~~service,~~to ~~with~~ the ~~amount~~Audit ~~earned~~Committee ~~during~~in ~~the~~March ~~year~~2025 toand bewill ~~distributed~~become byChair ~~the~~effective ~~end of~~January ~~the~~1, ~~first~~2026. ~~fiscal~~All members ~~quarter~~ of the ~~following~~Audit ~~fiscal~~Committee ~~year.~~are ~~Directors~~“independent” ~~also~~within ~~received~~the ameaning ~~one-time grant~~ of ~~225~~applicable ~~common~~regulations ~~shares~~of ~~each upon~~ the ~~approval~~ bySEC ~~the~~and ~~Board,~~Nasdaq ~~with~~listing rules ~~such~~regarding ~~shares~~audit ~~distributed~~committee ~~in December 2020~~membership. The ~~value~~Audit ofCommittee ~~the~~met ~~225~~four ~~shares~~times ~~granted~~in tofiscal ~~each~~2025 ~~non-executive~~and ~~Director was~~five ~~$1,980~~times in fiscal 2024.

~~In fiscal 2024, the Company issued 575 common shares (2023 – 500 common shares) to directors under the RSA Plan. The value of the shares issued was $3,122 (2023 - $2,620).~~49

~~Executive Officer~~ Compensation Committee

The Company’s has a Compensation Committee ~~provides~~which ~~advice~~recommends ~~and recommendations~~ to the Board of Directors on compensation matters for the Company, including compensation plans and benefits ~~for~~of executive officers. Asand indirectors. ~~prior~~This ~~years~~includes ~~all~~determining ~~judgments regarding~~the ~~executive~~ compensation for ~~fiscal~~senior ~~2024~~management, the size and ~~2023~~recipients ~~were~~of ~~based~~bonuses, ~~primarily~~and ~~upon~~equity incentive ~~our~~plans, ~~assessment~~including ofthe ~~each~~grant ~~executive~~of ~~officer’s~~options ~~performance~~ and ~~contribution~~other ~~towards~~awards. ~~enhancing~~The ~~long-term~~Committee ~~shareowner~~will ~~value.~~also Werecommend ~~rely~~executive ~~upon~~appointments ~~judgment~~ and ~~not~~complete annual ~~upon~~performance ~~rigid~~evaluations ~~guidelines~~of orthe ~~formulas~~Chief orExecutive ~~short-term changes~~Officer inand ~~our~~Chief ~~stock~~Financial ~~price~~Officer. inThe ~~determining~~Committee ~~the~~also ~~amount~~advises on succession plan matters and ~~mix~~has ofthe ~~compensation~~authority ~~for~~to ~~each~~retain ~~executive~~outside ~~officer~~advisors or consultants.

~~ITEM~~The Committee operates under a written charter, 12which requires the Committee to consist of at least three members appointed by the Board. ~~SECURITY~~The ~~OWNERSHIP~~members OFshall ~~CERTAIN~~be ~~BENEFICIAL~~independent ~~OWNERS~~directors, and ~~AND~~the ~~MANAGEMENT~~Board ~~AND~~will ~~RELATED~~designate ~~STOCKHOLDER~~one ~~MATTERS~~member as Chairman of the Committee. The Committee shall meet a minimum of one time per year.

~~The~~Current ~~Company~~members isof athe ~~publicly~~Compensation ~~owned~~Committee are ~~corporation~~Charles Hopewell (Interim Chair), Sarah Johnson, Subriana Pierce and Geoff Guilfoy (who will retire effective December 31, 2025). All Itmembers isof the Compensation Committee are “independent” within the meaning of applicable Nasdaq listing rules regarding ~~not~~compensation ~~controlled~~committee ~~directly~~membership. orThe ~~indirectly~~Committee bymet ~~another~~three ~~corporation~~times orin ~~any~~fiscal ~~foreign~~2025 ~~government~~and three times in fiscal 2024.

~~Table~~Governance ~~No. 7 shows directors, executive officers, and 5% shareholders who beneficially owned the Company’s common stock and the amount of the Company’s voting stock owned as of November 19, 2024.~~Committee

~~Table~~The NoCompany has a Governance Committee which devises and recommends to the Board of Directors on governance matters for the Company, including corporate governance policies and the composition and policies of the Board of Directors. 7The Committee is also tasked with monitoring compliance with these policies once adopted. These include policies that reflect best practices for sound governance, conflict of interest, and environmental and social (ESG) policies. The Committee is also responsible for policies related to Board Director service, including evaluating the current composition of the Board including the necessary diversity, experience, skills and judgment to meet the current and future needs of the Company, and the form and amounts of Director compensation. It will make recommendations for committee members and chairs and evaluate each individual director for continued service. If it is determined that additional directors are required, the Committee will identify, recruit and interview candidates and make nominations of qualified candidates to the Board

~~Shareholdings~~The ofCommittee operates ~~Directors~~under a written charter, ~~Executive~~which ~~Officers~~requires the Committee to consist of at least two independent members appointed by the Board, with one member designated as Chairman of the Committee. A member appointed by the Board shall be a member of the Committee until replaced by the Board and/or until his or her resignation. The Committee may request or engage a non-Independent Director only for purposes of advice/counsel and such non-Independent Director will not have any voting rights within the Committee.

Current members of the Governance Committee are Michelle Walker (Chair) Sarah Johnson, Mike Henningsen, and 5%Subriana ~~Shareholders~~Pierce. The Committee met five times in fiscal 2025 and five times in fiscal 2024.

	Name	Amount of Beneficial
	and Address of	and Voting		Percent of
Class	of Beneficial Owner	Ownership		Class (1)
Common	Oregon Community Foundation (2)		1,008,534		28.78	%
Common	Comprehensive Financial Planning (3)		393,400		11.22	%
Common	Charles E. Hopewell		19,728		0.56	%
Common	Chad Summers		7,516		0.21	%
Common	Mitch Van Domelen		3,324		0.09	%
Common	Geoff Guilfoy		550		0.02	%
Common	Sarah Johnson		550		0.02	%
Common	Chris Karlin		550		0.02	%
Common	Michelle Walker		225		0.01	%
Common	Mike Henningsen		75		<0.01	%
Common	Subriana Pierce		Nil		N/A
Common	Ian Wendler		Nil		N/A
Total Directors, Executive Officers, and 5% Shareholders			1,434,452		40.93	%

Compliance with Section 16(a) of the Exchange Act

~~(1)~~The ~~Based~~Company has onreviewed the Forms 3~~,504,802~~ ~~shares~~and ~~outstanding~~4 asfurnished to the Company under Rule 16a-3(e) of ~~November~~the ~~19,~~Securities ~~2024~~Exchange Act during the most recent fiscal year and ~~shares~~the ~~granted~~Forms ~~under~~5 furnished to the ~~RSA~~Company ~~Plan~~with ~~for~~respect ~~which~~to its most recent fiscal year, as well as any written representations received by the ~~individual~~Company from persons required to file such forms. Management has ~~voting~~determined ~~control~~there orwas ~~are~~one ~~issuable~~Form ~~within~~4 report for Director Subriana Pierce that failed to be filed on a timely basis, as required by Section 16(a) of the ~~next~~Securities 60Exchange ~~days~~Act during the most recent fiscal year.

~~(2)~~Code ~~Information~~of ~~is derived from a Schedule 13D/A filed on October 15, 2024. The address for the Oregon Community Foundation is 1221 SW Yamhill St. Suite 100, Portland, OR 97205.~~Ethics

~~(3)~~The ~~Information~~Company ishas ~~derived from~~ a ~~Schedule~~written ~~13G/A~~“code ~~filed on January 31, 2023. The shares are owned by investment advisory clients~~ of ~~Comprehensive~~ethics” that ~~Financial~~meets ~~Planning,~~the ~~Inc.~~United ~~Raymond~~States' L.Sarbanes-Oxley ~~Howe~~Act ~~has sole voting power over the 393,400 shares~~standards. The ~~address~~code ~~for Comprehensive Financial Planning~~ is ~~3950~~posted ~~Fairlane~~on ~~Drive,~~the ~~Dacula,~~Company’s ~~GA 30019~~website.

4950

~~ITEM~~Limitation ~~13.~~of ~~CERTAIN~~Liability ~~RELATIONSHIPS AND~~and ~~RELATED~~Indemnification ~~TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~

~~There~~Our ~~have~~certificate ~~been~~of noincorporation ~~transactions~~limits orthe ~~proposed transactions,~~personal ~~which~~liability ~~have~~of ~~materially~~our ~~affected~~board ormembers ~~will~~for ~~materially~~breaches ~~affect~~by ~~the~~them ~~Company~~of intheir ~~which~~fiduciary ~~any~~duties. ~~director,~~Our ~~executive~~bylaws ~~officer,~~also orrequire ~~beneficial~~us ~~holder~~to ~~of more~~indemnify ~~than~~our 5%directors and ofofficers to the ~~outstanding~~fullest ~~common~~extent ~~stock,~~permitted orby ~~any~~British ofColumbia ~~their~~law. ~~respective~~British ~~relatives,~~Columbia ~~spouses,~~law ~~associates~~provides orthat ~~affiliates~~directors ~~has~~of ~~had~~a orcorporation will ~~have~~not ~~any~~be ~~direct~~personally orliable ~~material~~for ~~indirect~~monetary ~~interest.~~damages for breach of their fiduciary duties as directors, except liability for any of the following acts:

~~ITEM 14~~a. ~~PRINCIPAL~~any ~~ACCOUNTING FEES~~breach ~~AND~~of ~~SERVICES~~their duty of loyalty to the Company or its stockholders;

~~The~~b. ~~audit~~acts ~~committee~~or isomissions ~~directly~~not ~~responsible~~in ~~for~~good ~~the appointment,~~faith ~~compensation~~or ~~and~~which ~~oversight~~involve ofintentional ~~auditors;~~misconduct ~~and~~or ~~has~~a ~~the~~knowing ~~authority~~violation ~~and~~of ~~the funding to engage independent counsel and other outside advisors.~~law;

~~The audit committee may delegate to one or more designated members of the audit committee the authority to grant pre-approvals required by this policy and procedure~~c. ~~The~~unlawful ~~decisions~~payments of ~~any~~dividends ~~audit committee~~or ~~member~~unlawful tostock ~~whom~~repurchases, ~~authority~~redemptions isor ~~delegated~~other todistributions; ~~pre-approve a service shall be presented to the audit committee at its next meeting.~~and

~~In accordance with the requirements of the U~~d.S. ~~Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, we introduced a procedure for the review and pre-approval of~~ any ~~services~~ ~~performed~~transaction byfrom ~~Davidson~~which & Company, LLP Chartered Accountants, including audit services, audit related services, tax services and other services. The procedure requires that all proposed engagements of Davidson & Company, LLP Chartered Accountants for audit and permitted non-audit services are submitted to the ~~finance~~director ~~and~~derived ~~audit~~an ~~committee~~improper ~~for~~personal ~~approval prior to the beginning of any such services~~benefit.

~~Fees,~~Such ~~including~~limitation ~~reimbursements~~of ~~for~~liability ~~expenses~~may ~~and~~not ~~for~~apply to ~~professional~~liabilities ~~services~~arising ~~rendered~~under bythe ~~Davidson~~federal &securities ~~Company~~laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. In addition, ~~LLP~~British ~~Chartered~~Columbia ~~Accountants~~laws also permit us to ~~the~~secure ~~Company~~insurance ~~were:~~on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether indemnification would be permitted under British Columbia law. We currently maintain liability insurance for our directors and executive officers.

Principal Accountant		Fiscal Year
Fees and Services		2024		2023
Audit fees	$	110,000	$	90,000
Tax fees		15,238		10,238
All other fees (1)		31,000		30,000
Total	$	156,238	$	132,238

Among other things, this will provide for indemnification of our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which the person provided services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

~~(1)~~Insofar FYas ~~2024: $10~~indemnification for liabilities arising under the Securities Act may be permitted to our directors,~~500~~ officers, and controlling persons pursuant to ~~review~~the foregoing provisions, or otherwise, we have been advised that in the Q1opinion of the SEC such indemnification is against public policy as expressed in the Securities ~~Form~~Act ~~10-Q~~and is, therefore, unenforceable.

~~$10,500~~ITEM to11. ~~review~~EXECUTIVE ~~the Q2 Form 10-Q~~COMPENSATION

~~$10~~Table No. 6 details compensation paid or accrued for fiscal 2025 and 2024 for the Company’s chief executive officer,~~000~~ toeach ~~review~~of the Q3Company’s ~~Form~~most ~~10-Q~~highly compensated executive officers who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $100,000 per year.

FY 2023: $10,000 to review the Q1 Form 10-Q

									Long-term Compensation
			Annual Compensation						Awards				Payouts
Name and Principal Position	Fiscal Year		Salary		Bonus		Other Annual Comp.		Restricted Stock Awards		Securities Underlying Options/ SARS (#)		LTIP Payouts		All Other Comp. ⁽¹⁾

Chad Summers, Chief Executive Officer
		2025	$	300,000	$	26,000	$	—	$	—	$	—	$	—	$	36,164
		2024	$	300,000	$	17,133	$	—	$	30,000	$	—	$	—	$	22,500

Mitch Van Domelen, Chief Financial Officer and Corporate Secretary
		2025	$	191,667	$	26,000	$	—	$	—	$	—	$	—	$	23,000
		2024	$	178,333	$	53,500	$	—	$	—	$	—	$	—	$	22,500

~~$10,000~~(1) to“All ~~review~~Other Compensation” relates to the Q2Company’s ~~Form~~401K ~~10-Q~~contributions for each individual, and a car allowance for Chad Summers of $13,164 for fiscal 2025.

~~$10,000~~The toCompany ~~review~~has the Q3same ~~Form~~401(k) Plan for executives as for all employees: it is a dollar-for-dollar match on 10% of eligible compensation, and a non-Qelective discretionary contribution based on the first $45,000 of eligible compensation.

5051

~~PART~~Other ~~III~~than participation in the Company’s Restricted Share Plan and 401(k), no funds were set aside or accrued during fiscal 2025 or 2024 to provide pension, retirement or similar benefits for directors or executive officers.

~~ITEM~~Except 15for our Restricted Stock Plan and 401(k) Plan, we have no material stock option plan, bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers. ~~EXHIBITS~~Officers received cash bonuses for fiscal 2025, ~~FINANCIAL~~which were determined and approved by ~~STATEMENT~~the ~~SCHEDULES~~Board of Directors.

~~(A)~~The ~~Financial~~

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