UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

x☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~FEBRUARY~~MAY 2831, 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 COMPANY LTD.

(Exact Name of Registrant as Specified in its Charter)

british columbiaA1		NONE 00-0000000
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

32275 N.W. Hillcrest, North Plains, Oregon		97133
(Address Of Principal Executive Offices)		(Zip Code)

(503) 647-0110

(Registrant’s Telephone Number, Including Area Code)

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

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 12 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 ☐

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer x☒ Smaller Reporting Company x☒ 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. x☒

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

Yes ¨ ☐ No x☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, no par value – 3,518,119 common shares as of ~~April~~July 14, 2025.

Jewett-Cameron Trading Company Ltd.

Index to Form 10-Q

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1617
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2930
Item 4.	Controls and Procedures	30
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	3031
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3031
Item 3.	Defaults Upon Senior Securities	3031
Item 4.	Mine Safety Disclosures	3031
Item 5.	Other Information	3031
Item 6.	Exhibits	31

PART 1 – FINANCIAL INFORMATION

Item 1.

Financial Statements

JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

~~FEBRUARY~~MAY 2831, 2025

JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)

	February 28, 2025		August 31, 2024
	May 31, 2025		August 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	~~435~~1,~~635~~204,719	$	4,853,367
Accounts receivable, net of allowance of $0 (August 31, 2024 - $0)		56,~~636~~789,~~877~~582		3,668,815
Inventory, net of allowance of $550,000 (August 31, 2024 - $550,000) (note 3)		1415,~~881~~257,~~766~~917		13,157,243
Asset held for sale (note 4)		566,022		566,022
Prepaid expenses		1705,~~485,244~~448		891,690
Prepaid income taxes		~~27,075~~—		50,326
Total current assets		2324,~~032~~523,~~619~~688		23,187,463
Property, plant and equipment, net (note 4)		3,~~744~~701,~~570~~506		3,849,800
Intangible assets, net (note 5)		111,~~806~~597		112,222
Deferred tax assets (Note 6)		736,400		341,029
Deferred tax assets (note 6)		902,095		341,029
Total assets	$	2729,~~625~~238,~~395~~886	$	27,490,514
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	21,~~305~~861,~~136~~519	$	1,237,988
Accrued liabilities		1,641,000		1,401,382
Bank indebtedness (note 7)		2,422,305		—
Total liabilities		3,946,136		2,639,370
Accrued liabilities		1,911,011		1,401,382
Income taxes payable		14,426		—
Total liabilities		6,209,261		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		21,~~996~~347,~~746~~112		23,228,557
Total stockholders’ equity		23,~~679~~029,~~259~~625		24,851,144
Total liabilities and stockholders’ equity	$	2729,~~625~~238,~~395~~886	$	27,490,514

Subsequent event (Note 15)

The accompanying notes are an integral part of these consolidated financial statements.

JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)

	Three Month Periods to the end of February						Six Month Periods to the end of February
	Three Month Period Ended May 31,						Nine Month Period Ended May 31,
	2025			2024			2025			2024
SALES	$	912,~~054~~605,~~951~~344		$	815,~~229~~896,~~192~~017		$	1830,~~321~~927,~~951~~295		$	1833,~~035~~931,~~033~~050
COST OF SALES		710,~~239~~716,~~243~~337			612,~~164~~944,~~676~~941			1425,~~812~~528,~~341~~678			1426,~~014~~959,~~436~~377
GROSS PROFIT		1,~~815~~889,~~708~~007			2,~~064~~951,~~516~~076			35,~~509~~398,~~610~~617			46,~~020~~971,~~597~~673
OPERATING EXPENSES
Selling, general and administrative expenses		~~940~~1,~~168~~008,334			~~967~~1,~~426~~026,071			12,~~749~~757,~~380~~714			12,~~915~~941,~~907~~978
Depreciation and amortization		8180,~~228~~008			9179,~~039~~406			~~162~~242,~~295~~303			~~188~~268,~~943~~349
Wages and employee benefits		1,~~564~~488,~~799~~446			1,~~732~~790,~~738~~004			34,~~226~~715,~~567~~013			35,~~431~~221,~~658~~662
Total operating expenses		2,~~586~~576,~~195~~788			2,~~791~~895,~~203~~481			57,~~138~~715,~~242~~030			58,~~536~~431,~~508~~989
(Loss) from operations		(770,487	)		(726,687	)		(1,628,632	)		(1,515,911	)
Income (loss) from operations		(687,781	)		55,595			(2,316,413	)		(1,460,316	)
OTHER ITEMS
Other income		~~306~~—			—			306			2,450,000
Interest income		9,096			19,819			31,094			12,964
Gain on sale of assets		—			1,450			800			90,537
(Loss) gain on sale of assets		—			(568	)		800			89,087
Interest (expense) income		(74,147	)		(1,437	)		(43,053	)		11,527
Total other items		9(74,~~402~~147	)		~~19,251~~13			32(41,~~200~~947	)		2,552,~~051~~064
(Loss) income before income taxes		(761,~~085~~928	)		~~(707~~55,~~436~~608	)		(12,~~596~~358,~~432~~360	)		1,~~036~~091,~~140~~748
Income tax recovery (expense)		~~187~~112,~~991~~294			~~173~~99,~~291~~254			~~364~~476,~~621~~915			(~~278~~179,~~745~~491	)
Net (loss) income	$	(~~573~~649,~~094~~634	)	$	~~(534~~154,~~145~~862	)	$	(1,~~231~~881,~~811~~445	)	$	~~757~~912,~~395~~257
Basic (loss) earnings per common share	$	(0.1618	)	$	(0.1504	)	$	(0.3554	)	$	0.2226
Diluted (loss) earnings per common share	$	(0.1618	)	$	(0.1504	)	$	(0.3554	)	$	0.2226
Weighted average number of common shares outstanding:
Basic		3,~~515~~518,~~308~~119			3,504,~~348~~802			3,~~510~~512,~~026~~733			3,~~501~~502,~~623~~399
Diluted		3,~~515~~518,~~308~~119			3,504,~~348~~802			3,~~510~~512,~~026~~733			3,~~501~~502,~~623~~399

The accompanying notes are an integral part of these consolidated financial statements.

JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)

	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	—		—		—		~~757~~912,~~395~~257			~~757~~912,~~395~~257
February 29, 2024	3,504,802	$	826,861	$	795,726	$	23,264,199		$	24,886,786
May 31, 2024	3,504,802	$	826,861	$	795,726	$	23,419,061		$	25,041,648
Net loss	—		—		—		(35190,~~642~~504	)		(35190,~~642~~504	)
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	—		—		—		(1,~~231~~881,~~811~~445	)		(1,~~231~~881,~~811~~445	)
February 28, 2025	3,518,119		830,003		852,510		21,996,746			23,679,259
May 31, 2025	3,518,119		830,003		852,510		21,347,112			23,029,625

The accompanying notes are an integral part of these consolidated financial statements.

JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)

	Six Month Period at the end of February,			Six Month Period at the end of February,
	Nine Month Period Ended May 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(1,~~231~~881,~~811~~445	)	$	~~757~~912,~~395~~257
Items not involving an outlay of cash:
Depreciation and amortization		~~162~~242,~~295~~303			~~188~~268,~~943~~349
Stock-based compensation expense		59,926			32,064
Gain on sale of property, plant and equipment		(800	)		(89,087	)
Gain on sale of assets		(800	)		(90,537	)
Write-down of intangible assets		—			21,790
Deferred income taxes		(395,371	)		93,727
Deferred income tax expense		(561,066	)		(76,913	)
Changes in non-cash working capital items:
(Increase) decrease in accounts receivable		(1,968,062	)		958,607
Increase in accounts receivable		(3,120,767	)		(1,773,420	)
(Increase) decrease in inventory		(12,~~724~~100,~~523~~674	)		~~762~~4,~~261~~868,114
(Increase) in prepaid expenses		(593,554	)		(165,605	)
Decrease (increase) in prepaid expenses		186,242			(771,684	)
Increase (decrease) in accounts payable and accrued liabilities		1,~~306~~133,~~766~~160			(~~365~~1,~~508~~252,341	)
Decrease in prepaid income taxes		2350,~~251~~326			—
Increase in income taxes payable		—14,426			2596,~~093~~479
Net cash provided by (used in) operating activities		(45,~~361~~978,~~883~~369	)		2,~~219~~234,~~680~~158
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on sale of property, plant and equipment		800			~~105~~106,~~199~~649
Purchase of property, plant and equipment		(5693,~~649~~384	)		—(110,540	)
Net cash used in investing activities		(5592,~~849~~584	)		~~105~~(3,~~199~~891	)
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment) proceeds from bank indebtedness		—			(1,259,259	)
Proceeds from (repayment to) bank indebtedness		2,422,305			(1,259,259	)
Net cash provided by (used in) financing activities		—2,422,305			(1,259,259	)
Net (decrease) increase in cash		(4,417,732	)		1,065,620
Net (decrease) increase in cash and cash equivalents		(3,648,648	)		971,008
Cash, beginning of period		4,853,367			83,696
Cash and cash equivalents, beginning of period		4,853,367			83,696
Cash, end of period	$	435,635		$	1,149,316
Cash and cash equivalents, end of period	$	1,204,719		$	1,054,704

Supplemental disclosure with respect to cash flows (Note 13)

The accompanying notes are an integral part of these consolidated financial statements.

JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

~~February~~May 2831, 2025

(Unaudited)

1. NATURE OF OPERATIONS

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.

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 Company, through its subsidiaries, operates out of facilities located in North Plains, Oregon. JCC’s business consists of the manufacturing and distribution of pet, fencing and other products, wholesale distribution to home centers, other retailers, on-line as well as direct to end consumers located primarily in the United States. Greenwood is a processor and distributor of industrial wood and other specialty building products principally to customers in the marine and transportation industries in the United States. JCSC was a processor and distributor of agricultural seeds in the United States. JC USA provides professional and administrative services, including accounting and credit services, to its subsidiary companies.

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 in preparation of being wound-up.

The Company’s operations and general workforce can be negatively affected by a number of external factors. Examples include, but are not limited to, global health conditions and political conflict in 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.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These unaudited consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC").

Principles of consolidation

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

All inter-company balances and transactions have been eliminated upon consolidation.

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated into the Company’s consolidated financial statements include 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.

Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. At ~~February~~May 2831, 2025, cash and cash equivalents were $~~435~~1,~~635~~204,719 compared to $4,853,367 at August 31, 2024.

Accounts receivable

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.

The 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.

Inventory

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.

Property, plant and equipment

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:

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

Intangibles

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.

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Asset retirement obligations

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.

Impairment of long-lived assets and long-lived assets to be disposed of

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.

Currency and foreign exchange

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.

The 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.

Earnings (loss) per share

Basic earnings (loss) 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. Diluted earnings (loss) per common share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares.

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Earnings (loss) per share (cont’d…)

The earnings (loss) for the three and ~~six~~ nine month periods ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024 are as follows:

Schedule of earnings (loss) per share

Three Month Periods at the end of February,

Six Month Periods at the end of February,

Three Month Periods ended May 31,

Nine Month Periods ended May 31,

~~2025~~

2025

~~2024~~

2024

~~2025~~

2025

~~2024~~

2023

Net (loss) income

(~~573~~649,~~094~~634

)

~~(534~~154,~~145~~862

)

(1,~~231~~881,~~811~~445

)

~~757~~912,~~395~~257

Basic weighted average number of common shares outstanding

3,~~515~~518,~~308~~119

3,504,~~348~~802

3,~~510~~512,~~026~~733

3,~~501~~502,~~623~~399

Effect of dilutive securities

Stock options

—

Diluted weighted average number of common shares outstanding

3,~~515~~518,~~308~~119

3,504,~~348~~802

3,~~510~~512,~~026~~733

3,~~501~~502,~~623~~399

Comprehensive income (loss)

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

Stock-based compensation

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.

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.

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

910

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Financial instruments

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:

Cash and cash equivalents - the carrying amount approximates fair value because the amounts consist of cash held at a bank and cash held in short term investment accounts.

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

Bank indebtedness - the carrying amount approximates fair value due to the short-term nature of the obligations.

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

The estimated fair values of the Company's financial instruments as of ~~February~~May 2831, 2025 and August 31, 2024 follows:

Schedule of estimated fair values
	February 28, 2025				August 31, 2024
	May 31, 2025				August 31, 2024
	~~Carrying~~	Carrying	~~Fair~~	Fair	~~Carrying~~	Carrying	~~Fair~~	Fair
	~~Amount~~	Amount	~~Value~~	Value	~~Amount~~	Amount	~~Value~~	Value
Cash and cash equivalents	$	~~435~~1,~~635~~204,719	$	~~435~~1,~~635~~204,719	$	4,853,367	$	4,853,367
Accounts receivable, net of allowance		56,~~636~~789,~~877~~582		56,~~636~~789,~~877~~582		3,668,815		3,668,815
Accounts payable and accrued liabilities		3,946,136		3,946,136		2,639,370		2,639,370
Bank indebtedness		2,422,305		2,422,305		—		—
Accounts payable and accrued liabilities		3,772,530		3,772,530		2,639,370		2,639,370

The following table presents information about the assets that are measured at fair value on a recurring basis as of ~~February~~May 2831, 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:

Schedule of assets measured at fair value on a recurring basis

February 28, 2025

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

May 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

~~435~~1,~~635~~204,719

—

The fair values of cash are determined through market, observable and corroborated sources.

1011

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Income taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

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.

Shipping and handling costs

The Company incurs certain expenses related to preparing, packaging and shipping its products to its customers, mainly third-party transportation fees. 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.

Revenue recognition

The Company recognizes 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 assured. Revenue from the Company's seed operations was generated from seed processing, handling and storage services provided to seed growers, and by the sales of seed products. Revenue from the provision of these services and products is recognized when the services have been performed, products are sold, and collection of the amounts is reasonably assured.

Recent Accounting Pronouncements

The Company 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.

3. INVENTORY

A summary of inventory is as follows:

Schedule of inventory
	February 28, 2025		August 30, 2024
	May 31, 2025		August 31, 2024
Pet, fencing, and other products	$	14,~~420~~418,~~114~~442	$	12,407,495
Industrial wood products		~~461~~839,~~652~~475		749,748
Inventory net	$	1415,~~881~~257,~~766~~917	$	13,157,243

1112

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

4. PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant, and equipment is as follows:

Schedule of property, plant, and equipment
	February 28, 2025			August 31 2024
	May 31, 2025			August 31, 2024
Office equipment	$	681,260		$	668,260
Warehouse equipment		1,~~436~~466,~~673~~148			1,285,278
Buildings		5,211,588			5,211,588
Land		158,500			158,500
		7,488,021			7,323,626
		7,517,496			7,323,626
Accumulated depreciation		(3,~~743~~815,~~451~~990	)		(3,473,826	)
Net book value	$	3,~~744~~701,~~570~~506		$	3,849,800

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.

In connection with the wind-up of the Company’s JCSC operations, the Company listed for sale in July 2024 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 ~~February~~May 2831, 2025 (August 31, 2024 - $566,022).

5. INTANGIBLE ASSETS

A summary of intangible assets is as follows:

Schedule of intangible assets
	February 28, 2025			August 31, 2024
	May 31, 2025			August 31, 2024
Intangible assets		131,405			131,405
Accumulated amortization		(19,~~599~~808	)		(19,183	)
Net book value	$	111,~~806~~597		$	112,222

6. DEFERRED INCOME TAXES

Deferred income tax asset as of ~~February~~May 2831, 2025 of $~~736~~902,~~400~~095 (August 31, 2024 - $341,029) reflect 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.

1213

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

7. BANK INDEBTEDNESS

The 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 (“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 a floor of 11%, which ~~and~~as isof May 31, 2025 was 12.25% (7.5 + 4.75%). Amounts borrowed under the line are secured by certain assets of the Company. The line renews ~~expires~~ on June 30, 2025. As of ~~February~~May 2831, 2025 ~~and August 31~~, ~~2024,~~ the Company’s indebtedness under the line of credit was $2,422,305 (August 31, 2024 - $Nil 0).

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 ~~November~~May 3031, ~~2023~~2024 was 6.9089% (5.3332% + 1.57%). All amounts borrowed under this former line were repaid in full during the first quarter of fiscal 2024, and indebtedness under the line as of ~~February~~May 2931, 2024 was $Nil 0.

8. CAPITAL STOCK

Common Stock

Holders of common stock are entitled to one vote for 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.

9. RESTRICTED SHARE PLAN

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.

The Board of Directors has set the compensation for non-executive Directors under the Plan at 25 common shares for each quarter of service. The cumulative amount of shares earned each fiscal year 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.

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. As of ~~November~~May 3031, ~~2024~~2025 the maximum number of shares available to be issued under the Plan was 16,072. In December 2024, the Company issued 13,317 common shares to officers, directors and employees under the Plan. The value of these shares was $59,926, which reduced the number of shares available under the Plan to 2,755 as at ~~February~~May 2831, 2025.

1314

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

9. RESTRICTED SHARE PLAN (cont’d…)

On January 10, 2025, the Board of Directors approved and ratified a new restricted share plan, the 2024 Restricted Share Plan (The “2024 Plan”), which was also approved by the Company’s shareholders on February 21, 2025. The terms of the 2024 are similar to the original Plan and reserves the number of shares under the 2024 Plan to 1% of the issued and outstanding number of Common Shares at the time of the initial grant under the 2024 Plan. Pursuant to the 1% limit, the Company has reserved 35,181 shares under the 2024 Plan.

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 S-8 Registration Statement. 3,057 common shares were granted to Officers and Employees and have a three-year Restricted Period.

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 ~~six~~nine-month period ended May ~~February 28~~31, 2025, the Company issued 13,317 common shares (~~six~~nine months ended ~~February~~May 2931, 2024 – 5,903 common shares) to officers, directors and employees under the RSA. The value of these shares was $59,926 (2024 - $32,064).

10. PENSION AND PROFIT-SHARING PLANS

The Company has a deferred compensation 401(k) plan for all employees with at least 6 months of service pending a monthly enrollment time. The plan allows for a non-elective discretionary contribution plus matching employee contributions up to a specific limit. The percentages of contribution remain the discretion of the Board and are reviewed with management annually For the ~~six~~nine-month periods ended ~~February 28~~May 31, 2025 and ~~February 29,~~ 2024 the 401(k) compensation expense were $~~132~~186,~~769~~114 and $~~238~~311,~~967~~026, respectively.

11. SEGMENT INFORMATION

The Company has four principal reportable segments. These reportable segments were determined based on the nature of the 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.

The Company evaluates performance based on several factors, of which the primary financial measure is business segment income before taxes. The following tables show the operations of the Company's reportable segments: Pet, Fencing and Other; Industrial wood products; Seed processing and sales; and Corporate and administration.

Following is a summary of segmented information for the ~~six~~nine-month periods ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024.

Schedule of segmented information
	2025		2024
Sales to unaffiliated customers:
Industrial wood products	$	12,~~953~~658,~~665~~723	$	12,~~958~~883,~~424~~190
Pet, fencing and other		16,368,286		16,006,937
Lawn, garden, pet and other		28,268,572		30,964,142
Seed processing and sales		—		6983,~~672~~718
	$	1830,~~321~~927,~~951~~295	$	1833,~~035~~931,~~033~~050

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)February 28, 2025(Unaudited)

11. SEGMENT INFORMATION (cont’d…)

	2025			2024
(Loss) income before income taxes:
Industrial wood products	$	(47,865	)	$	41,383
Pet, fencing and other		(1,754,365	)		451,102
Seed processing and sales		—			38,392
Corporate and administration		205,798			505,263
	$	(1,596,432	)	$	1,036,140
Identifiable assets:
Industrial wood products	$	1,038,924		$	1,122,621
Pet, fencing and other		20,262,873			21,689,541
Seed processing and sales		—			20,979
Corporate and administration		6,323,598			6,155,247
	$	27,625,395		$	28,988,388
Capital expenditures:
Industrial wood products	$	—		$	—
Pet, fencing and other		—			—
Seed processing and sales		—			—
Corporate and administration		56,649			—
	$	56,649		$	—
Depreciation and amortization:
Industrial wood products	$	—		$	—
Pet, fencing and other		39,628			34,564
Seed processing and sales		—			1,280
Corporate and administration		122,667			153,099
	$	162,295		$	188,943

The following table lists sales made by the Company to customers which were in excess of 10% of total sales for the six months ended February 28, 2025 and February 29, 2024:

Schedule of sales
		2025		2024
Sales	$	13,055,014	$	11,344,309

The 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 six months ended February 28, 2025 and February 29, 2024:

Schedule of sales by country
	2025		2024
United States	$	17,376,515	$	16,929,157
Canada		576,159		1,105,876
Mexico/Latin America/Caribbean		340,591		—

All of the Company’s significant identifiable assets were located in the United States as of February 28, 2025 and February 29, 2024.

JEWETT-CAMERON TRADING COMPANY LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)~~February~~May 2831, 2025(Unaudited)

11. SEGMENT INFORMATION (cont’d…)

	2025			2024

(Loss) income before income taxes:
Industrial wood products	$	(68,148	)	$	41,146
Lawn, garden, pet and other		(2,615,470	)		384,102
Seed processing and sales		—			32,242
Corporate and administrative		325,258			634,258
	$	(2,358,360	)	$	1,091,748

Identifiable assets:
Industrial wood products	$	1,036,755		$	1,245,424
Lawn, garden, pet and other		20,745,342			20,452,800
Seed processing and sales		—			12,503
Corporate and administrative		7,456,789			6,617,076
	$	29,238,886		$	28,327,803

Depreciation and amortization:
Industrial wood products	$	—		$	—
Lawn, garden, pet and other		62,711			51,274
Seed processing and sales		—			1,615
Corporate and administrative		179,592			215,460
	$	242,303		$	268,349

The following table lists sales made by the Company to customers which were in excess of 10% of total sales for the nine months ended May 31, 2025 and 2024:

Schedule of sales
	2025		2024

Sales	$	22,891,391	$	22,653,269

The 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 nine months ended May 31, 2025 and 2024:

Schedule of sales by country
	2025		2024

United States	$	29,747,627	$	32,444,176
Canada		736,261		1,384,964
Mexico / Latin America / Caribbean		443,407		70,501
Europe		—		14,000
Middle East		—		17,409

All of the Company’s significant identifiable assets were located in the United States as of May 31, 2025 and 2024.

JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

May 31, 2025

(Unaudited)

12. RISKS

Credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with a high quality financial institution. The Company has concentrations of credit risk with respect to accounts receivable as large amounts of its accounts receivable are concentrated geographically in the United States amongst a small number of customers.

At ~~February~~ 28May 31, 2025, two customers accounted for accounts receivable greater than 10% of total accounts receivable at 6578%. At ~~February 29~~May 31, 2024, two customers accounted for accounts receivable greater than 10% of total accounts receivable at 6977%. 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.

Volume of business

The Company has concentrations in the volume of purchases it conducts with its suppliers. For the ~~six~~nine months ended ~~February~~May 2831, 2025, there were ~~three~~four suppliers that each accounted for 10% or greater of total purchases, and the aggregate purchases amounted to $916,~~051~~818,~~410~~001. For the ~~six~~nine months ended ~~February~~May 2931, 2024, there were three suppliers that each accounted for 10% or greater of total purchases, and the aggregate purchases amounted to $1012,~~143~~348,~~882~~431.

13. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Certain cash payments for the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024 are summarized as follows:

Schedule of cash payments
	2025		2024
Cash paid during the periods for:
Interest	$	277,~~401~~650	$	3132,~~183~~619
Income taxes	$	—15,000	$	173,717

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

14. CONTINGENCIES

In fiscal 2021, the Company initiated arbitration against a former distributor asserting a breach of the distribution agreement and seeking damages. In February 2023, the arbitrator issued its decision and ruled in favor of the Company on the majority of its claims. In September 2023, the Company settled the arbitration for a cash payment of $2,450,000 which was received by the Company in October 2023.

15. SUBSEQUENT EVENT

~~Beginning on~~In ~~March~~June 7, 2025, the Company ~~began~~renewed ~~drawing against~~ its ~~asset-based~~ line of credit toagreement ~~fund~~with ~~its usual seasonal build of inventory to meet its anticipated needs for the busy Spring and Summer seasons~~Northrim. The ~~maximum draw allowed against the~~ line isnow ~~$6,000,000,~~expires ~~and~~on ~~the~~June ~~Company has drawn approximately $3~~30,~~000,000~~ ~~at a current interest rate of 12~~2026.~~25%.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

These unaudited financial statements are those of the Company and its wholly owned subsidiaries. In the opinion of management, the accompanying consolidated financial statements of Jewett-Cameron Trading Company Ltd., contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state its financial position as of ~~February~~May 2831, 2025 and August 31, 2024 and its results of operations and cash flows for the three and ~~six~~nine month periods ended May ~~February 28~~31, 2025 and ~~February 29,~~ 2024 in accordance with U.S. GAAP. Operating results for the three and ~~six~~nine month periods ended ~~February~~ 28May 31, 2025 are not necessarily indicative of the results that may be experienced for the fiscal year ending August 31, ~~2024~~2025. Overall, the operating results of JCC are seasonal with the first two quarters of the fiscal year historically being slower than the final two quarters of the fiscal year.

Business Description

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 three reportable operating segments and the parent corporate and administrative segment, which were determined based on the nature of the products offered along with the markets being served. The segments are as follows:

Pet, Fencing and Other
Industrial wood products
Seed processing and sales
Corporate and administration

Pet, Fencing and Other Operating Segment

We have concentrated on building a customer base for Pet, Fencing and our sustainable related products. Management believes ~~this~~these ~~market~~markets isare less sensitive to downturns in the U.S. economy 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 primarily cedar fencing and are not unique. However, Western Red Cedar, which historically has constituted the bulk of our wood fencing, can only be supplied in large volume from a limited number of suppliers and can experience supply shortages on occasion. Other cedar fencing, which serves as a substitute for Western Red Cedar, is more widely available from multiple suppliers. We are committed to find and secure these alternatives from other sources to compliment customer demand as well as offer consumers greater choice. The metal products that JCC manufactures and distributes may be somewhat differentiated from similar products ~~available~~ 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, the Company owns 7 US Patents and 1 patent application pending in the US, Canada, and Mexico relating 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 fulfill 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 and 2023 were 8% and 5%, 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 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.

We ended regular operations at JCSC effective 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.

In July 2024, we listed the JCSC property for sale or lease. The combined size of the buildings is approximately 109,500 square feet. 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 exploring the potential to re-zone the property, or revise the existing code, to expand the list of permitted uses. The listed sale price of the property is $9,000,000. This is the current asking price, and there is no guarantee the property will sell for this amount. If we are able to complete a sale, the net proceeds will be reduced by brokers’ commissions, expenses related to the sale, and taxes.

Corporate and Administration – JC USA

JC USA is the parent company for Greenwood, JCC and JCSC as described in Note 1 to Notes to Consolidated Financial Statements. 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 Other 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, distributors, 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

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 eliminate 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 under the MyEcoWorld® brand, it 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 noise and vibration reduction panels for transit buses, motor coaches, light rail cars, and boats. Our dB-Ply® proprietary 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 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 has now been wound up and all remaining assets have been transferred to JC USA.

Results of Operations

~~During~~Our results in the ~~second~~3rd quarter was challenging, as wethe ~~continued~~turmoil ~~our~~over ~~focus on~~the ~~our~~higher ~~core~~tariffs ~~products~~and ~~while~~certain ~~progressing~~operational inissues significantly reduced our ~~efforts~~revenues, toand ~~lower~~negatively impacted our margins ~~costs~~and ~~through~~operating ~~multi-sourcing~~results. ofSales ~~our~~for ~~products~~the ~~and~~current ~~rationalizing~~3rd ~~our~~quarter declined by 21% from the prior year’s 3rd ~~personnel~~quarter, ~~assignments~~and towe ~~improve~~had ~~operational~~a ~~efficiencies~~net loss of ($0.18) per share.

~~Sales~~Currently, ~~increased~~the bymost ~~10%~~significant infactor affecting our business is the ~~current~~new ~~fiscal~~US ~~second quarter~~tariffs, ~~compared~~primarily on our imported metal products. The rapid and unpredictable changes to ~~the~~rates, ~~second~~products, ~~quarter~~and which ofcountries ~~fiscal~~are ~~2024~~affected have caused immense turmoil in our markets including stressing key logistics lines and increasing costs. This ~~Strength~~has resulted in ~~fencing,~~significantly ~~primarily~~higher pricing and uncertainty in ~~Lifetime~~deliveries ~~Steel~~to ~~Posts®~~customers. ~~(“LTP”),~~Tariffs on Chinese goods were originally ~~offset~~subject ~~declines~~to a 25% tariff implemented in ~~Industrial~~2019. ~~Wood~~Additional ~~due~~China tospecific ~~difficult~~tariffs ~~year~~were ~~over~~added ~~year~~in ~~comparisons~~February, March, and ~~lingering~~April, ~~weakness~~with further increases announced in ~~consumer~~May. ~~spending~~The ondiversification ~~pet~~of ~~products.~~our suppliers to additional countries ~~Margins~~beyond ~~were~~China ~~lower~~successfully inallowed us to initially mitigate some of the ~~current~~recent ~~quarter~~tariff ~~due~~increases toas ~~specific~~those ~~product~~new ~~mix~~suppliers ~~and~~outside of ~~the~~China ~~costs~~were ~~involved~~primarily ~~with~~subject only to the ~~LTP~~universal ~~program~~10% baseline tariff rate as a floor. However, ~~including~~some ~~the~~nations ~~initial one-time~~have ~~costs~~been notified of possible ~~deploying~~other ~~new~~country ~~displayer~~specific ~~units~~tariffs insubject ~~additional~~to ~~stores~~negotiation. WeSteel ~~have~~and ~~now~~aluminum ~~taken~~imports ~~steps~~were tooriginally ~~pare~~assigned ~~down~~a ~~the~~global ~~costs~~25% tariff rate. Subsequently, that rate was doubled to 50% as of ~~these~~June ~~new~~4th, ~~displayer~~just five days after it was announced on May 30th ~~units~~leaving ~~which~~us weand ~~expect~~other ~~will~~importers ~~result~~with inno ~~higher~~time ~~margins~~to ~~for~~plan ~~LTP~~or ~~going~~adjust ~~forward~~import shipments.

~~Fence~~As ~~products~~a ~~are~~result of ~~our~~the ~~largest~~frequent ~~category~~and unpredictable rate changes, and wethe ~~continue~~indications of further significant increases, many retailers and consumers have todeferred ~~focus~~purchases onof ~~growing~~imported ~~our~~metal ~~sales~~products inuntil ~~this~~further ~~segment.~~clarity ~~The~~on ~~ongoing~~prices ~~rollout~~is ofavailable. ~~our~~We ~~in-store~~have ~~displayers~~made ~~for~~strenuous efforts to adjust our selling ~~LTP~~prices ~~product~~to ~~accelerated~~correctly ~~during~~reflect the ~~second~~ ~~quarter.~~new Bytariff rates, but the ~~end~~rapid ofand ~~February,~~unpredictable ~~our~~announcements of new ~~in-store~~rates ~~displayers~~over ~~were~~the inlast ~~334~~6 ~~Home~~months have ~~Depot~~made ~~and~~that ~~Lowe’s~~process ~~stores~~extremely difficult. ~~This~~It ~~exceeded~~takes ~~our original~~time ~~goal~~to ofcompute ~~300~~the ~~installations~~new byprices, communicate that to the ~~end~~customer, ofand have them accept them for future shipments. Because the ~~second~~rates ~~quarter~~have ~~ahead~~changed frequently, many of ~~the~~our ~~traditional~~new ~~fence~~prices ~~installation~~have ~~season~~become ~~during~~obsolete ~~the~~before ~~Spring~~they were able ~~and~~to ~~Summer~~take ~~months~~effect. ~~These~~Therefore, ~~in-aisle~~it ~~display~~has ~~units~~caused ~~are~~our ~~positioned~~customers ~~adjacent~~ to ~~the~~pause ~~lumber~~their ~~bays~~purchasing until they receive greater certainty on tariffs, ~~which~~as they are reluctant to make long-term purchases at contracted prices that may ~~result~~decline inbased ~~additional~~on ~~sales~~the ofrapidly ~~complementary wood~~changing ~~products~~tariff rates.

The ~~durability,~~current ~~strength,~~trade ~~and~~negotiations ~~easier~~occurring ~~installation~~between the ofUS ~~LTP~~and ~~makes~~multiple itnations ~~popular~~to ~~with~~set ~~both~~country ~~DIY~~specific ~~consumers~~tariff ~~and~~rates ~~professionals~~provides ~~Traditional~~optimism ~~wood~~that ~~fence~~clarity ~~posts~~on ~~are~~final ~~prone~~rates tomay ~~rot,~~be ~~decay,~~forthcoming. ~~and fail over~~We ~~time.~~have ~~Lifetime~~consulted ~~Steel~~with ~~Posts®~~experts ~~are~~and ~~engineered~~legal counsel to ~~last~~accurately ainterpret ~~lifetime,~~how ~~providing~~to aproperly ~~maintenance-free,~~apply ~~corrosion-resistant~~the ~~alternative~~rates ~~for~~to ~~wood fence~~our ~~post~~products ~~construction.~~to ~~Installation~~ensure iscompliance and ~~faster~~to ~~and~~make ~~less~~sure ~~expensive~~our ~~than~~prices ~~similar~~remain ~~wood~~cost ~~posts,~~competitive. ~~which~~Although ~~requires~~consumers ~~smaller~~will ~~diameter~~eventually ~~post~~adjust ~~holes and~~their ~~less~~buying ~~concrete.~~to Inaccept ~~many~~higher ~~areas~~prices over oftime, ~~the~~it ~~country~~will ~~LTP~~likely ~~can~~continue beto ~~driven~~dampen ~~directly~~demand ~~into~~in the ~~ground~~short-term ~~using~~until ~~hydraulic~~consumers ~~post~~and ~~drivers~~retailers inbecome amore ~~matter~~accepting of ~~seconds~~ ~~with~~the nohigher prices. ~~concrete~~These ~~needed~~increased ~~which~~costs ~~saves~~will ~~both~~likely ~~time~~continue ~~and~~to ~~cost.~~negatively Weaffect ~~anticipate~~our ~~the~~margins ~~need~~and ~~for~~demand ~~replenishment orders~~ for ~~these~~certain ~~displayers during the second half~~ of ~~fiscal~~our ~~2025~~products asin the ~~initial supply is sold through~~short term.

WeOur ~~have~~rollout ~~also~~of ~~added~~Lifetime toSteel ~~our~~Posts® ~~fencing~~(“LTP”) displayers ~~gate~~continued ~~line~~in ~~with~~ the ~~launch~~ of3rd ~~our~~quarter, ~~new~~and ~~Adjust-A-Gate®~~sales ~~Unlimited~~of inthe ~~December.~~product ~~This~~were ~~product~~up is85% acompared ~~fully~~to ~~adjustable~~the ~~complete~~third ~~gate~~quarter ~~kit~~of fiscal 2024. 55 Itnew ~~features~~display aunits ~~low~~were ~~profile, corner~~deployed ~~bracket~~through ~~solution~~the ~~that~~end ~~allows~~of ~~for~~May. ~~fully~~However, ~~adjustable~~we ~~gate~~have ~~designs~~temporarily paused ~~customizable~~adding ~~for~~new ~~each~~display ~~unique~~units ~~project~~to ~~yet~~prioritize isour ~~easy~~existing inventory to ~~install~~support byexisting ~~both professionals~~display ~~and~~replenishment ~~DIYers~~demand. ofWe ~~all~~are ~~skill~~actively managing ~~levels.~~production ~~The~~capacity ~~Adjust-A-Gate®~~constraints ~~Unlimited~~and islogistical ~~sold~~issues asfrom annew ~~all-in-one~~factories ~~complete~~outside ~~integrated~~of ~~system~~China ~~at a~~which ~~competitive~~naturally ~~price~~impacted ~~point~~our ~~compared~~previous schedule toof ~~other~~deliveries ~~gate~~designed ~~kits~~to ~~that~~support ~~require~~continued ~~purchasing~~displayer ~~additional~~expansion ~~parts~~efforts. ~~such~~The ashigher ~~latches,~~tariff ~~hinges~~rates ~~and~~on ~~other~~Chinese ~~components~~goods caused many toUS ~~complete~~companies ato ~~gate~~quickly ~~project.~~shift ~~Our~~production ~~original~~to ~~full~~other ~~frame~~nations, ~~Adjust-A-Gate®~~and ~~kits have~~the ~~been~~available ~~featured~~logistic infrastructure in ~~thousands~~these ofother ~~stores~~countries inhas ~~their~~been overtaxed ~~own~~by ~~in-aisle~~the ~~display~~rapid ~~units.~~increase ~~Last~~in ~~summer~~production weand ~~expanded~~shipping ~~into~~demands. ~~over~~Once ~~1,500~~the ~~additional~~logistic ~~stores with~~issues ~~these~~have ~~displayers~~been ~~and~~corrected, we ~~continue~~expect to ~~add~~resume the ~~stores~~placement ~~for~~expansion of the ~~upcoming~~in-store ~~fencing~~display ~~season~~units.

~~The~~We ~~availability of~~experienced ~~cedar~~an ~~fencing~~interruption ~~can~~to beour ~~constrained~~ability byto ~~factors~~fulfill our ~~such~~cedar asfencing ~~shortages~~orders induring ~~log~~the ~~material~~current as3rd ~~well~~quarter. asIt ~~labor~~is ~~challenges~~customary ~~from time~~ to ~~time.~~purchase ~~This~~ample ~~can tighten~~ supply ~~and~~ahead ~~result in increased costs~~ of ~~sourcing. In recent years we have mitigated some of~~ the ~~Western~~increase ~~Red Cedar constraints~~in bydemand ~~offering~~each ~~Japanese Cedar~~Spring, orbut ~~Sugi~~this ~~Cedar,~~year aswe afailed ~~high-quality~~to ~~alternative. Sugi~~acquire ~~fencing~~an ~~sells~~adequate ~~for~~supply ato ~~lower~~meet ~~price~~our ~~than~~actual ~~Western~~demand. ~~Red Cedar~~As ~~which~~a ~~can negatively affect our margins~~result, ~~but~~ we ~~are~~were ~~looking~~unable ~~for ways~~ to ~~improve~~fulfill all our ~~margins~~customers’ onorders, ~~this~~and ~~product.~~our Aswood ~~Sugi~~fencing ~~Cedar~~sales ~~continues to~~were bedown ~~more~~33% ~~available~~in ~~and~~the ~~consumers~~third ~~become~~quarter. ~~more~~We ~~familiar~~have ~~with~~now ~~its~~moved ~~similarities~~quickly to aggressively secure additional Western Red Cedar ~~for~~from ~~fence~~our ~~applications,~~supply ~~we believe demand for this product at competitive pricing may shift consumer sentiment more towards it as a quality alternative~~partners. We are ~~evaluating options~~on totrack ~~optimize our importing of Sugi Cedar from Asia~~ to ~~offer~~meet ~~our~~all ~~customers~~demand ~~competitive~~in ~~pricing~~July and ~~improve~~we ~~our~~are ~~margins~~well ~~where~~positioned ~~possible.~~to Wesupport ~~will~~this ~~continue~~program tothrough ~~monitor~~ the ~~potential~~remainder ~~impact~~ of ~~new~~the ~~tariffs~~calendar ~~and~~year. ~~any~~We ~~possible~~have ~~exemptions~~also ofimplemented ~~product~~important ~~classes~~process ~~that~~changes ~~may~~to beprevent ~~applied to~~shortages ~~our~~like ~~wood~~this ~~fence~~in ~~imports~~the future.

~~Sales~~The ~~of our~~ pet ~~products~~market ~~remain~~remains ~~limited~~very bysoft. ~~continuing~~The anticipated ~~weak~~rebound in consumer demand inhas ~~the~~not ~~sector~~yet ~~which~~materialized ~~have~~and ~~restrained new orders from~~ retailers ~~continuing~~remain ~~to be~~ burdened bywith ~~large~~high ~~product~~inventory ~~inventories~~levels. We ~~continue~~The toone ~~pursue~~recent ~~new~~exception has ~~sales~~been ~~relationships~~ in ~~this~~our ~~sector~~dog bowls, ~~and~~which ~~our~~have ~~direct~~been ~~sales~~selling towell. ~~consumers~~We ~~through~~maintain ~~our~~available ~~own~~inventory ~~online~~in ~~store~~our ~~have~~warehouse ~~picked up.~~of Wepre-tariff ~~have~~metal ~~made~~crates ~~significant~~and kennels ~~progress~~which inmay ~~reducing~~offer ~~our~~a ~~overall~~price ~~pet~~advantage ~~product~~to ~~inventory,~~newly ~~which~~imported isproducts. ~~down~~We ~~17%~~are ~~year-over-year~~exploring ~~from~~ways ~~February~~to ~~2024 and~~reduce ~~nearly~~our ~~60%~~inventory ~~from~~levels ~~February~~of ~~2023.~~these ~~With~~larger pet ~~the~~products. ~~significant~~This ~~increases~~may ininvolve ~~import~~short-term ~~tariffs,~~price ~~particularly~~reductions inwhich ~~steel~~could ~~products,~~reduce our ~~inventory~~margins on ~~hand~~ inthese ~~our~~products USbut ~~warehouse~~will ~~may~~help ~~become~~clear ~~further~~older inventory ~~price~~from ~~competitive~~our ~~against new imported products going forward~~warehouse.

MyEcoWorld® ~~secured~~sales ~~its~~for ~~first~~the current nine months are up 265% over the comparative period in fiscal 2024 as consumers continue to look for high quality sustainable products as alternatives to disposable traditional single-use plastics. Some of this increase is due to shifting our entire LuckyDog® compostable dog waste bag line to a new MyEcoWorld® product. One part of our growth strategy for this line has been entering the grocery store segment, and we secured our first placement with the launch of Pet Waste Bags into 59 Tops Friendly Markets across the Northeast beginning in late February. ~~Our MyEcoWorld®~~However, ~~sustainable~~the ~~and~~recent ~~Post-Consumer~~increase ~~Recycled~~in ~~(PCR)~~tariffs ~~bags~~on ~~continue~~these toproducts ~~gain~~have made ~~traction~~growth in the ~~marketplace~~grocery assegment ~~consumers~~much more challenging. We will continue to focus on expanding upon our successful introductions into ~~look~~big ~~quality~~box ~~sustainable~~stores aswhere ~~alternatives~~we tohave ~~disposable~~existing ~~traditional~~strong ~~single-use~~supplier ~~plastics~~relationships, and into foreign markets that are unburdened by the new US tariffs. We have been receiving strong demand from big box stores in Mexico where the lack of US tariffs has made the product very competitive.

At Greenwood, sales for the current ~~six~~nine-month period were down slightly compared to the year-ago period. ~~However,~~as ~~sales~~a seat shortage has slowed production across the bus industry. Sales in the prior nine ~~six~~ months were buoyed by transit operators buying components to catch up on fleet maintenance they deferred during the pandemic. ~~The~~We believe ~~continued~~this ~~push~~segment ~~for~~has ~~workers~~significant togrowth ~~return~~potential toin ~~the~~both ~~office~~our ~~suggests~~primary ~~that demand~~transit ~~from~~sector ~~the~~and ~~transit~~in ~~sector~~new ~~will~~markets, ~~continue~~such toas ~~stabilize~~construction. ~~Although~~However, possible ~~the~~ new tariffs on Canadian wood products could raise prices for our raw materials in future periods~~, Greenwood's materials currently appear to be exempt on the applicable schedule at this time~~. ~~We have recently hired two new traders who are focusing both on growing our customer base in our primary transit sector and developing new markets for our industrial wood products.~~

~~The~~During ~~current prevailing issue for industry and consumers alike is~~ the ~~recently~~3rd ~~announced~~quarter, ~~higher~~we UScontinued ~~import tariffs. The diversification of~~ our ~~suppliers~~ strategy to ~~additional~~analyze ~~countries~~and ~~beyond~~implement ~~China~~operational isefficiencies ~~successfully~~in ~~allowing~~all usaspects ~~to mitigate some~~ of ~~the~~our ~~recent tariff increases~~business. ~~China~~We ~~sourced products~~have ~~were~~shifted ~~already~~some ~~subject~~employees to abetter ~~25%~~align our ~~tariff implemented~~workforce ~~in 2019,~~ with ~~additional~~our ~~tariffs~~strategic ~~added in February and March 2025~~direction, ~~and further~~while ~~tariffs~~adding ~~announced~~some inemployees ~~April 2025. Our new supply agreements with factories~~ in ~~Bangladesh, Vietnam, Malaysia and Taiwan mitigate the higher China~~ specific ~~tariffs~~roles, ~~but~~including ~~are variously affected by other new tariffs~~sales. ~~Steel~~Overall, ~~and~~we ~~aluminum~~have ~~products~~reduced ~~from all countries outside~~our ~~the~~employee USheadcount ~~are~~by ~~subject~~33% year-to-date. ~~the~~We ~~25%~~have ~~global~~also ~~tariff~~evaluated ~~rate,~~and ~~while~~commenced ~~all imports not included on~~ the ~~exemption~~planning ~~list from~~and ~~all countries were~~implementation ~~assigned~~of aupgraded ~~baseline~~technology ~~10% tariff~~ in ~~April~~warehouse ~~2025. Steel~~operations ~~and~~to ~~aluminum~~expedite ~~imports~~receiving, ~~which~~cycle ~~are~~counting ~~assigned~~and ~~the~~shipping ~~25%~~activities. ~~tariff~~These ~~are~~changes ~~presently~~will ~~exempt from~~result ~~the~~in ~~10%~~increased ~~baseline~~productivity and ~~any~~reduce ~~reciprocal~~our ~~tariffs~~costs onwithout ~~top~~compromising ofquality ~~the~~or ~~25% rate~~service.

The ~~new~~surplus ~~tariffs~~Jewett-Cameron Seed property of 11.6 ~~are~~acres aof ~~fluid~~land and ~~complicated~~109,500 ~~situation~~square ~~that~~feet ~~will~~of ~~become~~buildings ~~more~~remains ~~clear~~listed ~~over~~for ~~time~~sale ~~due~~at toa ~~ongoing~~price ~~negotiations~~of as$9,000,000. ~~well~~This asis ~~interpretations~~the tocurrent asking price ~~exemptions~~and ~~being~~there ~~applied~~is tono ~~various~~guarantee ~~product~~the ~~categories.~~property ~~Initially,~~will itsell ~~appears~~for ~~the~~this ~~steel~~amount. ~~and~~The ~~aluminum~~land ~~products~~is wecurrently ~~import~~zoned ~~from~~with ~~Vietnam~~a ~~and~~rural industrial classification ~~Bangladesh~~but ~~will~~is bewell ~~subject~~situated toon a ~~lower~~corner ~~tariff~~lot ~~rates~~at ~~than~~a ~~those~~major ~~same~~interchange ~~products~~immediately ~~manufactured~~adjacent into ~~China~~US Highway 26, which is one of the region’s busiest roadways. ~~Even~~We ~~with~~have ~~increased~~explored ~~cost~~the potential rezoning of the property to ~~produce~~other permitted uses, including the inclusion within any ~~our~~expanded ~~products~~Urban inGrowth ~~other~~Boundaries ~~countries~~(UGB). The current economic struggles of both the nearby cities and ~~different~~within ~~freight~~greater ~~costs,~~Portland has reduced the ~~landed~~previously ~~costs~~perceived ~~are~~need ~~expected~~among the nearby cities to bequickly ~~less~~expand ~~than~~the UGB, including extending the ~~costs~~boundary ~~associated~~toward ~~with~~the ~~China-sourced~~area containing ~~products~~JCSC property. ~~Management~~Therefore, ~~began~~any ~~pursuing~~inclusion ~~multiple~~of ~~suppliers~~the property in ~~2023~~expanded ~~and~~UGBs asor areclassification ~~result~~of wethe ~~are~~property ~~able~~from toits ~~reduce~~limited torural aindustrial classification ~~certain~~now ~~extent~~appears unlikely among the ~~tariff~~prevailing ~~impact to~~economic ~~our~~and ~~customers~~political environment. InThis ~~fiscal~~could ~~2024,~~be ~~more~~discouraging ~~than~~potential ~~80%~~buyers who ofmay ~~our~~have ~~imported~~been ~~inventory~~interested ~~purchases~~in ~~were~~the ~~from~~property ~~China-based~~for ~~suppliers.~~other ~~Our~~uses ~~purchases~~and ~~for fiscal~~will ~~2025~~likely ~~are~~impact ~~currently~~our ~~expected~~potential sale and sales price. We continue to have bemeaningful ~~less~~discussions ~~than~~with ~~40%~~interested ~~from~~parties. Currently ~~China~~there ~~and~~is ~~likely~~no tofirm agreement befor ~~significantly~~a ~~less~~sale in ~~fiscal~~place ~~2026~~and the property remains on the market.

~~The~~We ~~higher~~anticipate ~~tariffs,~~that ~~including~~many ~~the~~of ~~significantly higher tariffs on~~ the ~~products~~challenges we ~~continue~~experienced in tothe ~~source~~3rd ~~from~~quarter ~~China,~~will isextend ~~requiring~~into ~~us to raise~~ our ~~prices~~4th ~~to our customers to compensate~~quarter. InThe ~~March 2025,~~frequently wechanging ~~sent~~tariff arates ~~letter~~are tocontinuing ~~all of our customers notifying them of an upcoming price increase~~ to ~~address these new costs. We are currently~~cause ~~working~~hesitation ~~with~~and ~~customers~~uncertainly onamong ~~the~~both ~~final~~retailers ~~pricing~~ and ~~the expected start date for the new prices. Although~~ consumers ~~will eventually adjust their buying to accept higher prices over time~~, itand iswe ~~likely~~expect tothis ~~dampen~~will ~~demand~~continue inuntil ~~the~~those ~~short-term~~rates ~~until~~are ~~consumers~~finalized ~~become~~and ~~more accepting~~buyers ofcan ~~the~~accurately ~~higher~~estimate ~~prices~~costs. ~~These~~Besides ~~increased~~the ~~costs~~tariff ~~will~~disruptions, ~~also~~consumer ~~likely~~sentiment ~~negatively~~and ~~affect~~economic ~~our~~conditions ~~margins~~remain indepressed ~~the~~due ~~short term and we are able~~ to ~~successfully~~stubborn ~~mitigate~~inflation, ~~some~~high ofinterest ~~the~~rates, ~~higher tariff costs through various pricing~~ and ~~other~~employment ~~strategies~~concerns. ~~However,~~Our ~~these~~orders ~~tariffs~~remain dosluggish, ~~not~~and ~~just~~we ~~affect~~expect ~~our~~to ~~products, but~~record ~~will~~a ~~impact~~loss ~~all~~in ~~imported goods into~~ the ~~US,~~4th quarter ~~including~~and ~~many~~for ofthe ~~those~~full ~~of our competitors as well~~year.

We ~~continue~~intend to ~~look~~continue ~~for~~to ~~operational~~work ~~efficiencies and cost savings in all aspects of our business. We have realigned our employees as part of our strategic plans~~ to ~~increase~~improve ~~sales in~~ our ~~core~~operational ~~products~~efficiencies, ~~while~~further ~~developing~~develop ~~both new and improved products. We have added employees to Greenwood to support~~ our ~~growth~~multi-sourcing ~~initiatives in Industrial Wood~~strategy, and ~~hired~~resolve ~~new~~the ~~employees~~logistical inimpediments ~~other~~to ~~key~~reduce ~~areas,~~our ~~including~~costs ~~sales, marketing,~~ and ~~product~~better ~~innovation. At the end of the second quarter,~~serve our ~~full-time employee count was 11% lower than at the end of the second quarter of fiscal 2024~~customers.

The surplus Jewett-Cameron Seed property of 11.6 acres of land and 109,500 square feet of buildings is listed for sale at a price of $9,000,000, which we believe continues to be 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. A number of parties have reviewed the listing and the property, but no serious offers have been received to date. The land is currently zoned with a rural industrial classification but is well situated on a corner lot at a major interchange immediately adjacent to US Highway 26, which is one of the region’s busiest roadways. The Company is exploring the potential to expand the list of permitted uses for the property, including a possible re-zoning by the governing authority. A reclassification would provide interested parties with greater flexibility of development options.

~~Our~~Three ~~current~~Months ~~inventory~~Ended ~~level~~May ~~and product mix has improved over prior periods~~31, as2025 ~~we have continued to reduce the inventory of our pet products~~ and ~~increased~~May ~~the inventory of our core products~~31, ~~including~~ LTP and Adjust-a-Gate. This enhanced product mix will allow us to more quickly and efficiently meet the anticipated restocking of the new in-store display units during the busy fencing season in the second half of our fiscal year.2024

~~Consumer~~For ~~sentiment~~the ~~and~~three ~~economic~~months ~~conditions~~ended ~~continue to~~May ~~be challenging due to the impact of inflation~~31, ~~high interest rates~~2025, ~~and~~sales ~~disruptions and uncertainty over higher import tariffs and~~totaled ~~trade policy. These circumstances are affecting the entire industry and are largely outside of any company’s control~~$12,605,344 ~~but~~compared ~~we are taking actions~~ to ~~limit~~sales ~~their effect on our business and minimize disruptions to our operations and customers. The new higher tariff rates are increasing our costs for most~~ of ~~our products~~$15, ~~both directly and indirectly. This will require us to increase our prices to our customers. Similar to what we experienced with the historically high inflation rates over the last several years~~896,017 ~~the higher prices caused by the new tariffs may result in lower short-term demand~~ for ~~our products from consumers until they become more accepting of higher prices across~~ the ~~entire~~three ~~economy.~~months ~~DIYers~~ended ~~are~~May ~~particularly~~31, ~~price sensitive in the short-term~~2024, ~~but~~which ~~less~~is soa ~~for~~decrease ~~Professionals.~~of ~~Further developing our engagement with Professionals~~$3, ~~particularly in the fencing segment~~290,673, ~~will~~or ~~help~~21%. usThe ~~diversify~~ uncertainty and ~~increase~~cost ~~our~~increases ~~end~~due ~~users.~~to ~~These~~the ~~professionals~~changing ~~may~~tariff ~~also serve~~rates ~~as Brand Ambassadors~~ and ~~influencer for~~ our ~~products,~~shortage asin ~~well~~fencing ascontributed ~~providing~~to ~~important~~the ~~product input that helps us develop new product innovations that meet their needs~~decline.

~~Although~~Sales ~~the~~at ~~current~~JCC ~~economic~~were ~~climate~~$11,900,284 ~~and~~compared ~~tariff~~to ~~uncertainty provides~~sales ~~significant short-term issues~~of $14,957,204 ~~our~~for ~~focus~~the ~~remains~~quarter onended ~~designing~~May ~~quality~~31, ~~affordable~~2024, ~~functional~~a ~~solutions~~decrease ~~than~~of ~~enrich~~$3,056,920, ~~outdoor~~or ~~spaces~~20%. ~~Jewett-Cameron~~ ~~has~~Operating ~~withstood~~loss ~~many~~for ~~economic~~JCC ~~challenges~~for inthe ~~our~~quarter ~~over~~ended 70May ~~years~~31, 2025 inwas ~~business~~($861,105) bycompared ~~successfully~~to ~~adjusting~~a toloss ~~unpredictable~~of ~~markets~~($67,000) for the quarter ended May 31, 2024. We ~~will~~Pet ~~continue~~sales toremained ~~lead~~weak, ~~with~~and ~~innovation~~shortages toin ~~dependably~~our cedar ~~provide~~supply ~~quality~~resulted in lower fencing sales. Our metal products ~~that~~were ~~improve~~severely affected by the ~~lives~~uncertainty ~~both~~around ~~professionals~~the ~~and~~higher ~~DIYers~~tariff atrates, ~~affordable~~which ~~prices~~caused customers to pause buying during the quarter.

~~Three~~Sales ~~Months~~at ~~Ended~~Greenwood ~~February~~for 28the quarter were $705,059 ~~2025~~compared to sales of $924,767 for the three months ended May 31, 2024, which was a decrease of $219,708 or 24%. In the current period, a seat supply issue slowed production across the bus industry, which especially impacted our largest customer. Sales in the prior year’s quarter were boosted by higher demand by municipalities and ~~February~~transit operators catching up on deferred 29vehicle maintenance post-pandemic. The seat supply issues are now resolving which is expected to strengthen bus construction in the months to come. For the three months ended May 31, 2025, Greenwood had an operating loss of ($20,283) compared to an operating loss of ($237) for the three months ended May 31, 2024.

~~Sales~~JCSC ~~for~~operations ~~the~~were ~~three~~permanently ~~months~~closed ~~ended~~as ~~February~~of ~~28, 2025~~December ~~were $9~~31,~~054,951~~ ~~compared to sales of $8~~2023,~~229,192~~ ~~for~~and ~~the~~storage ~~three~~activity ~~months~~ ended ~~February~~in ~~29,~~July 2024,. ~~which was an increase of $825~~Therefore,~~759,~~ orthere ~~10%. Sales~~were inno ~~the~~revenue ~~current~~from ~~quarter~~JCSC ~~were~~compared ~~increased~~to bysales ~~the~~of ~~rollout~~$14,046 offor the ~~LTP~~three months ~~in-store~~ended ~~displayers~~May ~~and~~31, ~~higher sales at Greenwood~~2024.

~~Sales~~JC atUSA ~~JCC~~is ~~were $7,943,319 in~~ the ~~three~~holding ~~months~~company ~~ended February 28, 2025 compared to sales of $7,383,965~~ for the ~~three months ended February 29, 2024. This represents an increase of $559,354,~~wholly-owned oroperating 8%subsidiaries. ~~The~~For ~~higher revenue was due to~~ the ~~stocking~~quarter ofended ~~the~~May ~~LTP~~31, ~~in-store displayers~~2025, ~~while~~JC ~~pet~~USA ~~sales~~had ~~remained~~income ~~weak.~~before ~~Operating~~income ~~loss~~taxes ~~for~~of ~~the current quarter was (~~$~~834~~119,~~127)~~460 compared to an operating ~~loss~~ income of ($~~934~~128,~~557)~~995 for the quarter ended ~~February~~May 2931, 2024. The ~~operating~~ results of ~~JCC are historically seasonal with the first two quarters~~ of ~~the~~JC ~~fiscal~~USA ~~year~~are ~~being~~eliminated ~~slower~~on ~~than the final two quarters of the fiscal year~~consolidation.

~~Sales~~Gross atmargin ~~Greenwood were $1,111,632 compared to sales of $824,073~~ for the three months ended ~~February~~May 2931, ~~2024,~~2025 was ~~which is an increase of $287,559, or 35%~~15.0% Wecompared ~~have added additional traders which have contributed~~ to ~~the increase in sales~~18.6% ~~For~~for the three months ended ~~February~~May 2831, ~~2025,~~2024. ~~Greenwood~~Current ~~had~~margins andeclined ~~operating~~due ~~loss~~to ofhigher ~~($24~~shipping costs,~~035)~~ expenditures ~~compared~~on tothe ancontinued ~~operating~~roll-out ~~loss~~ of ~~($20~~in-store display units,~~234)~~ ~~for~~and ~~the~~a ~~three~~shift ~~months~~towards ~~ended~~lower ~~February~~margin ~~29,~~products ~~2024~~during the quarter.

~~Active~~Operating ~~operations~~expenses atfor ~~JCSC~~the three months ended asMay 31, 2025 were $2,576,788, which was a decrease of ~~December~~$318,693 from expenses of $2,895,481 in the three months ended May 31, 2024. Wages and ~~2023~~employee benefits declined to $1,488,446 ~~and~~from ~~all~~$1,790,004 ~~storage~~as ~~activity~~we ~~ended~~reduced our employee headcount by 20% in ~~July~~May ~~2024~~2025. ~~There~~Selling, General and Administrative expenses were down slightly at $1,008,334 compared to $1,026,071. Depreciation increased to $80,008 from $79,406. There was no ~~revenue~~gain oron ~~expenses~~the ~~from~~sale ~~JCSC~~of assets in the current quarter compared to ~~revenue of~~ $211,~~153~~450 ~~for~~in the ~~quarter~~period ended ~~February~~May 2931, 2024. Interest expense was ($74,147) compared to expense of ($1,437) due to borrowing against the line of credit in the current quarter.

JCIncome ~~USA~~tax isrecovery ~~a holding company~~ for the ~~wholly-owned~~three ~~operating~~months ended May ~~subsidiaries~~31, ~~and~~2025 ~~thus~~was ~~the~~$112,294 ~~overall~~compared ~~results~~to recovery of JC$99,254 ~~USA~~for ~~are eliminated on consolidation. For~~ the ~~quarter~~three-month period ended ~~February~~May 2831, ~~2025,~~2024. JCThe ~~USA had~~Company anestimates ~~operating~~income ~~profit~~tax expense offor ~~$97,078~~the ~~compared~~quarter tobased anon ~~operating~~combined ~~profit~~federal ofand ~~$242,046~~state ~~for~~rates ~~the~~that ~~quarter~~are ~~ended~~currently ~~February~~in ~~29, 2024~~effect.

~~Gross~~Net ~~margin~~loss for the ~~three months~~ quarter ended ~~February~~May 2831, 2025 was ~~20.1%~~($649,634), ~~compared~~or ~~to 25~~($0.1%18) asper ofbasic ~~February~~and 29diluted share, ~~2024.~~compared ~~The decrease was due~~ to anet ~~less~~income ~~favorable mix~~ of ~~products~~$154,862, ~~sold~~or ~~during~~$0.04 ~~the~~per ~~quarter.~~basic and ~~Our~~diluted ~~margin~~share, for the ~~current~~ quarter ~~was~~ended ~~also~~May ~~negatively~~31, ~~affected by higher logistics and ocean shipping costs and our investment in the new in-store fencing product display units~~2024.

~~Operating~~Nine ~~expenses~~Months ~~decreased~~Ended byMay ~~$205~~31,~~008~~ to2025 ~~$2,586,195 compared to expenses of $2,791,203 for the three months ended February 29, 2024. The decline was primarily due to lower Wages~~ and ~~Employee Benefits,~~May ~~which fell to $1~~31,~~564,799~~ from $1,732,738 which was related to a lower employee headcount in the current quarter. Selling, General and Administrative expenses declined to $940,168 from $967,426, and Depreciation and Amortization decreased to $81,228 from $91,039 Interest income was $9,096 compared to $19,819 for the quarter ended February 29, 2024~~. Other income in the current quarter was $306, and there was a Loss on the sale of assets of ($568) in the year-ago quarter.~~

~~Income~~For ~~tax recovery for~~ the ~~three-month~~nine ~~period~~months ended ~~February~~ 28May 31, 2025, ~~was~~sales totaled $~~187~~30,~~991~~927,295 compared to asales ~~recovery~~ of $~~173~~33,~~291~~931,050 infor the ~~three~~nine months ended ~~February~~May 2931, 2024, which is a decrease of $3,003,755, or 9%. ~~The~~Consumers have ~~Company~~continued ~~estimates~~to ~~income~~restrain their discretionary spending, particularly on home improvement and pet goods. For the first six months of the ~~tax~~period, ~~expense~~our ~~for~~sales were relatively flat year-over-year. However, during the third quarter, ~~based~~the rapid and unpredictable increases in tariff rates, particularly on ~~combined~~imported ~~federal~~steel and ~~state~~aluminum ~~rates~~products, ~~that~~caused ~~are~~retailers ~~currently~~and inconsumers ~~effect~~to pause their purchases and impacted margins due to tariff driven product re-pricings and delayed customer acceptance.

~~Net~~Sales ~~loss~~at JCC were $28,268,572 for the ~~quarter~~nine months ended ~~February~~May 2831, 2025 ~~was (~~compared to sales of $~~573~~30,~~094)~~964,142 orfor ~~($0.16)~~the ~~per~~nine ~~basic~~months ~~and~~ended ~~diluted~~May ~~share~~31, ~~compared~~2024, towhich is a ~~net~~decrease ~~loss~~ of ($~~534~~2,~~145)~~695,570, or ~~($0~~9%.~~15)~~ Revenue ~~per~~from ~~basic~~our pet lines remains weak while shortages of our supply for cedar restrained our wood fencing revenues. Sales were also negatively impacted during the current 2nd and ~~diluted~~3rd ~~share~~quarters by the increased tariff rates, ~~for~~particularly on imported steel and aluminum products. For the ~~quarter~~current nine-month period, JCC had an operating loss of ($2,615,470) compared to income of $384,102 for the nine months ended ~~February~~May 2931, 2024.

~~Six~~Sales ~~Months~~at ~~Ended~~Greenwood ~~February~~were 28$2,658,723 for ~~2025~~the current nine months compared to sales of $2,883,190 for the nine months ended May 31, 2024. This represents a decrease of $224,467, or 8%. Sales in the current period were negatively impacted by a seat shortage which reduced new bus construction, while sales in the prior year’s period were boosted by higher demand by municipalities and ~~February~~transit 29operators catching up on deferred vehicle maintenance post-pandemic. We have realigned some personnel to Greenwood to support our efforts to increase sales by opening new sales channels and adding customers, both within the transit sector and in new sectors such as construction. For the nine months ended May 31, 2025, Greenwood had an operating loss of ($68,148) compared to operating income of $41,146 for the nine months ended May 31, 2024.

~~Sales~~JCSC operations were ~~$18~~permanently closed as of December 31,~~321~~ 2023,~~951~~ ~~for~~and ~~the~~storage ~~six~~activity ~~months~~ ended ~~February 28~~in July 2024. Therefore, ~~2025~~there ~~compared~~was tono ~~sales~~revenue ~~$18,035,033~~or ~~for~~income from JCSC in the ~~six~~current ~~months~~nine-month ~~ended~~period compared ~~February~~to ~~29,~~revenue ~~2024~~of $83,718 ~~which~~and isoperating anincome ~~increase~~ of $~~286~~32,~~918,~~242 orfor 2%nine months ended May 31, 2024.

~~Sales~~JC ~~at JCC rose to $16~~USA,~~368,287~~ ~~for~~ the ~~six~~holding ~~months ended~~company ~~February~~that ~~28,~~provides ~~2025~~professional and ~~from~~administrative ~~sales~~services ~~of $16,006,938~~ for the ~~six~~wholly-owned ~~months~~operating ~~ended~~subsidiaries ~~February~~had ~~29,~~operating ~~2024,~~income ~~which was an increase~~ of $~~361~~325,~~349,~~258 ~~or 2%. Current sales were positively affected by the roll-out of the new LTP in-store display units, which has grown to over 300 store installations by the close of the quarter. Operating loss at JCC~~ for the ~~six~~nine months ended ~~February 28~~May 31, 2025 ~~was ($1,754,365)~~ compared to operating ~~loss~~ income of ($1634,~~998,898)~~257 for the ~~six~~nine months ended ~~February~~May 2931, 2024. ~~Overall,~~The ~~the operating~~ results of ~~JCC~~JC USA are ~~seasonal~~eliminated ~~with~~on ~~the first two quarters of the fiscal year being slower than the final two quarters of the fiscal year~~consolidation.

~~Sales~~Gross atmargin ~~Greenwood~~for ~~were~~the ~~relatively~~nine-month ~~flat~~period atended $1May 31,~~953,665~~ in2025 ~~the~~was ~~current~~17.5% ~~six months~~ compared to ~~sales~~20.5% ~~of $1,958,424~~ for the ~~six~~nine months ended ~~February~~May 2931, 2024. WeCurrent ~~hired~~margins ~~additional~~were ~~traders~~negatively ~~and reassigned~~affected ~~some employees to Greenwood in the current six months to support our efforts to increase sales~~ by ~~opening~~higher ~~new sales channels~~logistics and ~~adding~~ocean ~~new~~shipping ~~customers~~costs, ~~both~~our ~~within~~investment ~~the transit sector and~~ in ~~new sectors such as construction. Sales in~~ the ~~prior~~new ~~year’s period were boosted by higher demand by municipalities and transit operators catching up on deferred vehicle maintenance post~~in-~~pandemic.~~store ~~For~~fencing ~~the six~~product ~~months~~display ~~ended February 28~~units, ~~2025,~~and ~~Greenwood~~a ~~had~~shift ~~an operating loss of ($47,865) compared~~ to ~~operating~~lower ~~income~~margin ~~of $41,383 for the six months ended February 29, 2024~~products.

~~JCSC~~Operating ~~operations~~expenses ~~were~~declined ~~permanently~~to ~~closed~~$7,715,030 asfrom expenses of ~~December 31~~$8, ~~2023~~431,989 ~~and~~for ~~storage~~the ~~activity~~nine months ended inMay ~~July~~31, 2024. ~~Therefore~~Selling, ~~there~~General ~~was~~and noAdministrative ~~revenue~~expenses orfell ~~income~~to $2,757,714 from ~~JCSC~~$2,941,978. Wages inand ~~the~~Employee ~~current~~Benefits ~~six-month~~declined ~~period compared~~ to ~~revenue~~$4,715,013 offrom $695,~~672~~221,662 ~~and~~due anto ~~operating~~the ~~profit~~lower ofheadcount ~~$38,392~~in ~~for~~ the ~~six~~current ~~months~~period. ~~ended~~Depreciation ~~February~~and amortization 29declined to $242,303 ~~2024~~from $268,349.

JCOther ~~USA,~~items ~~the~~recorded ~~holding~~in ~~company~~the ~~that~~current ~~provides~~nine-month ~~professional~~period include other income of $306, and ~~administrative~~a ~~services~~gain ~~for~~on ~~the~~sale ~~wholly-owned~~of ~~operating~~assets ~~subsidiaries~~of ~~had~~$800. ~~operating~~We ~~income~~also recorded interest expense of ($~~205~~43,~~798~~053) ~~for~~which was primarily due to interest on borrowings against our line of credit. In the ~~six~~prior nine months, ~~ended~~the ~~February~~Company successfully settled its arbitration case ~~28,~~against ~~2025~~one ~~compared~~of toits ~~operating~~former ~~income~~distributors for a cash payment of $~~505~~2,~~263~~450,000 which was accounted for ~~the~~as ~~six~~other ~~months~~income. ~~ended~~The ~~February~~prior 29year’s period also had a gain on sale of assets of $90,537, ~~2024.~~which ~~The~~largely ~~results~~is due to the sale of JCJCSC ~~USA~~equipment, ~~are~~and ~~eliminated~~net ~~on consolidation~~interest income of $11,527.

~~Gross~~Income ~~margin~~tax ~~for~~recovery in the ~~six~~current nine-month period ~~ended February~~ ~~28, 2025~~ was ~~19.2%~~$476,915 compared to ~~22.3%~~income ~~for~~tax expense of ($179,491) in the ~~six~~prior ~~months~~nine-month period ended ~~February~~May 2931, 2024. ~~Our~~The ~~costs~~Company ~~for~~estimates ~~the~~income tax ~~current~~expense ~~quarter~~for ~~were~~the ~~negatively~~period ~~affected by~~based ~~higher~~on ~~logistics~~combined ~~and~~federal ~~ocean shipping costs~~ and ~~our~~state ~~investment~~rates inthat ~~the~~are ~~new~~currently in~~-store~~ ~~fencing product display units~~effect.

~~Operating~~Net ~~expenses~~loss for the ~~six~~nine months ended ~~February 28~~May 31, 2025 ~~declined by 7% to~~ was ($51,~~138~~881,~~242~~445), ~~from~~or ($~~5,536,508~~0.54) ~~Selling,~~per ~~General~~basic and ~~Administrative~~diluted ~~Expenses~~share, ~~fell~~compared to ~~$1,749,380~~net ~~from~~income ~~$1,915,907. Wages~~of ~~and Employee Benefits fell to~~ $3912,~~226~~257,~~567~~ ~~from~~or $~~3,431,658 due to a lower employee headcount in the current period~~0.26 ~~Depreciation~~per basic and ~~Amortization~~ ~~decreased~~diluted ~~to $162~~share,~~295from~~ ~~$188,943~~ for the nine ~~six~~ months ended ~~February~~May 2931, 2024.

Other items in the current six-month period included Other income of $306, Interest income of $31,094 and gain on sale of assets of $800. In the prior six-month period ended February 29, 2024, the Company settled its arbitration case against one of its former distributors for a cash payment of $2,450,000. This one-time gain was included in other income. Other items included a gain on sale of assets of $89,087 which was largely due to the sale of JCSC equipment, and net interest income of $12,964.

Income tax recovery for the six months ended February 28, 2025 was $364,621 compared to income tax expense of ($278,745) for the six months ended February 29, 2024. The Company estimates income tax expense for the period based on combined federal and state rates that are currently in effect.

Net loss for the six months ended February 28, 2025 was ($1,231,811), or ($0.35) per basic and diluted share, compared to net income for the six months ended February 29, 2024 of $757,395, or $0.22 per share which was positively affected by a one-time gain related to the arbitration settlement in October 2023.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~February~~May 2831, 2025, the Company had working capital of $1918,~~086~~314,~~483~~427 compared to working capital of $20,548,093 as of August 31, 2024, a decrease of $12,~~461~~233,~~610~~666.

Cash and cash equivalents totaled $~~435~~1,~~635~~204,719, a decrease of $43,~~417~~648,~~732~~648 from cash of $4,853,367 as of August 31, 2024. The decrease was due to the purchase of inventory for the busier Spring and Summer seasons, which rose to $1415,~~881~~257,~~766~~917 from $13,157,243, the timing of collection of accounts receivable, which ~~rose~~increased to $56,~~636~~789,~~877~~ 582 from $3,668,815, and prepaid expenses, which are largely related to down payments for future inventory purchases, which ~~increased~~was to $1705,~~485,244~~448 ~~from~~compared to $891,690. Prepaid income taxes ~~fell~~was to $27Nil,~~075~~ which declined from $50,326 in the period ended May 31, 2024.

Asset held for sale was unchanged at $566,022. This asset is the 11.6 acres of land and 109,500 square feet of buildings which formerly housed JCSC operations and is publicly listed for sale.

Current liabilities increased to $6,209,261 from $2,639,370. Accounts payable increased to $1,861,519 from $1,237,988, and accrued liabilities increased to $1,911,011 from $1,401,382. Bank indebtedness as of May 31, 2025 was $2,422,305 which was the amounts drawn against the Company’s line of credit.

~~Asset~~As ~~held~~of ~~for~~May ~~sale~~31, ~~was~~2025, ~~unchanged~~accounts atreceivable ~~$566,022.~~and ~~This~~inventory ~~asset~~represented is90% ~~the~~of ~~11.6~~current ~~acres~~assets and 75% of ~~land~~total assets compared to 73% of current assets and ~~109,500~~61% ~~square~~of ~~feet~~total assets as of ~~buildings~~August ~~which~~31, ~~formerly~~2024. For ~~housed~~the ~~JCSC~~three ~~operations~~months ended May 31, 2025, the accounts receivable collection period, or DSO, was 50 compared to 43 for the three months ended May 31, 2024. ~~The~~For ~~property~~the ~~and~~nine-month ~~buildings~~period ended May 31, 2025, the DSO was 60 compared to 60 for the nine months ended May 31, 2024. ~~are~~Inventory ~~listed~~turnover for ~~sale~~the atthree amonths ~~price~~ended ofMay $931,~~000~~ 2025 was 129 days compared to 110 days for the three months ended May 31,~~000~~ 2024. For the nine months ended May 31, ~~though~~2025, ~~there~~inventory isturnover nowas ~~guarantee~~152 ~~the~~days ~~property~~compared ~~will~~to ~~sell~~162 days for ~~this~~the ~~amount~~nine months ended May 31, 2024.

~~Current~~External ~~liabilities~~sources ~~increased~~of toliquidity $3include an asset-based line of credit agreement with Northrim Funding Services (“Northrim”) which we established in fiscal 2024. Under the terms of the agreement,~~946,136~~ ~~from~~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 $26,~~639~~000,~~370~~000. Borrowing against our inventory ~~Accounts~~is ~~payable~~computed ~~increased~~as an amount equal to 25% of all eligible inventory but is not to exceed $24,~~305~~000,~~136~~000. ~~from~~The maximum total draw the Company may borrow under the line is $16,~~237~~000,~~988~~000. Interest is computed at the prime rate plus 4.75% with floor of 11%, and ~~accrued~~is ~~liabilities~~secured ~~increased~~by tocertain $1of our assets. In March 2025 the Company drew its initial borrowings against this line. As of the end of the most recent fiscal quarter on May 31,~~641~~ 2025,~~000~~ ~~from~~the Company has drawn $12,~~401~~422,~~382~~305 against this line of credit at a current interest rate of 12.25% to fund inventory purchases to meet expected demand ahead of our historically busy sales season of Spring and Summer. In June 2025, we successfully renewed the line with Northrim and it now expires on June 30, 2026.

AsDuring ofthe ~~February~~nine 28months ended May 31, 2025, ~~accounts~~the Company ~~receivable~~issued ~~and~~13,317 ~~inventory represented~~common ~~89%~~shares ofto ~~current~~officers, ~~assets~~directors and ~~74%~~employees ofunder ~~total~~the ~~assets~~Restricted ~~compared~~Share toPlan. ~~73%~~The value of ~~current~~these ~~assets~~shares ~~and~~was ~~61% of total assets as of August 31~~$59, ~~2024~~926.

For the three months ended February 28, 2025, the accounts receivable collection period, or DSO, was 55 compared to 52 for the three months ended February 29, 2024. For the six-month period ended February 28, 2025, the DSO was 55 compared to 47 for the six months ended February 29, 2024. Inventory turnover for the three months ended February 28, 2025 was 175 days compared to 258 days for the three months ended February 29, 2024. For the six months ended February 28, 2025, inventory turnover was 172 days compared to 232 days for the six months ended February 29, 2024.

External sources of liquidity include an asset-based line of credit agreement with Northrim Funding Services (“Northrim”) which we established in fiscal 2024. 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 expires on June 30, 2025. There was no borrowing under this line as of February 28, 2025. Subsequent to the end of the six-month period, in March 2025 the Company drew its initial borrowings against this line. We have drawn approximately $3,000,000 to fund inventory purchases to meet expected demand ahead of our historically busy sales season of Spring and Summer. We have also begun discussions with the lender to renew the line, which is currently set to expire on June 30, 2025.

During the six months ended February 28, 2025, the Company issued 13,317 common shares to officers, directors and employees under the Restricted Share Plan. The value of these shares was $59,926.

Current Working Capital Requirements

Based on the Company’s current working capital position, combined with the expected timing of accounts receivable and the capital available under our Line of Credit, the Company is expected to have sufficient liquidity available to meet the Company’s working capital requirements for the next twelve months.

OTHER MATTERS

Tariffs

Our metal and other products have historically been mostly manufactured in China and are imported into the United States. 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. These initial tariffs 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 2019.

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 of China, including Bangladesh, Vietnam, Malaysia, Taiwan, and Canada. Products manufactured in and imported from these countries were not subject to the China-specific tariffs, but were subject to other duties and fees that are typically much lower than the then 25% tariff on Chinese manufactured metal products.

Beginning in January 2025, the new Presidential 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% on top of any country or product specific rates. In early April 2025, the US 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%. The current schedules exempt steel and aluminum products which are subject to the 50% global steel and aluminum tariff from the 10% universal baseline tariff and from any reciprocal tariffs. Therefore, our steel products imported from countries other than China are subject to only the 50% rate. China, however, has been assigned special rates. Tariff rates on steel products imported from China were at 95% as of the June 4, 2025, consisting of the 2019 tariff of 25%, February 2025 tariff of 10%, March 2025 tariff of 10%, with the additional 50% steel and aluminum tariff.

Beginning in January 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% on top of any country or product specific rates. In early April 2025, the US imposed a universal baseline 10% tariff rate on imports globally along with a list of product exemptions. The current schedules exempt steel and aluminum products which are subject to the 25% global steel and aluminum tariff from the 10% universal baseline tariff and from any reciprocal tariffs. Therefore, our steel products imported from countries other than China are subject to only the 25% rate. China, however, has been assigned special rates. Tariff rates on steel products imported from China were at 70% as of the end of March 2025, consisting of the 2019 tariff of 25%, February 2025 tariff of 10%, March 2025 tariff of 10%, with the additional 25% steel and aluminum tariff. Additional China specific tariffs announced in April 2025 could increase these rates even higher.

We are continuing our shift to suppliers outside of China which have lower tariff rates. 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 US 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.

Inflation

Since fiscal 2021, a number of product costs have increased substantially, including raw materials, energy, and 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 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 2025.

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 7.50% in February 2025. There were no amounts outstanding under this line of credit as of February 28, 2025. However, beginning on March 7, 2025, the Company began drawing against its asset-based line of credit to fund its usual seasonal build of inventory to meet its anticipated needs for the ~~busy~~busier Spring and Summer seasons. ~~The~~As of the end of the most recent fiscal quarter on May 31, 2025, the Company has drawn ~~approximately~~ $32,~~000~~422,~~000~~305 against this line of credit at a current interest rate of 12.25%.

Environmental, Social and Corporate Governance (ESG)

Jewett-Cameron endeavors to be a good steward and provide sustainable products with a positive impact. We strive to operate and grow in a way that honors our environment and relationships for the long term. This also aligns with one of our three value pillars: stewardship.

Environmental

For our products, the goal is that 90% of materials can be recycled. Our suppliers are audited to strict commercial and fair practice standards, including our own supplier qualifications regarding facilities, capacity, labor practices, and environmental awareness. Packaging is designed to maximize recyclability and re-use and minimize non-recycled materials, 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 lighting during our most recent remodel.

Active products and designs utilize either recycled or non-petroleum-based plastics to enhance recycling and composting. This includes the recently introduced compostable dog waste bag, a plant-based product, that is less reliant on fossil fuels used in traditional plastic bags. We also dedicate a percentage of sales to support environmental cleanup efforts.

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/STEM Employer Coalition and 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.

Governance

As a public company, our processes are outlined and governed by multiple regulations, including the Sarbanes-Oxley Act of 2002. Our financial controls are mapped, executed, self-audited as well as regularly audited by outside experts as part of our annual process. We have established risk mitigations that allows for condensed reviews of risks and impacts with our systems in place. An IT Governance Committee aligns execution and security both for ourselves and also for parties with whom we communicate and do business.

Uyghur Forced Labor Prevention Act

The Uyghur Forced Labor Prevention Act (“UFLPA”) is a US Federal Law signed by President Biden in December 2021 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. The Company has ensured that each of its suppliers is in full compliance with the law and none of its products fall under the prohibited goods clause.

Business Risks

This quarterly report includes “forward–looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates,” or “hopeful,” or the negative of those terms or other comparable terminology, or by discussions of strategy, plans or intentions. For example, this section contains numerous forward-looking statements. All forward-looking statements in this report are made based on management’s current expectations and estimates, which involve risks and uncertainties, including those described in the following paragraphs.

Risks Related to Our Business

We could experience a decrease in the demand for our products resulting in lower sales volumes.

In the past we have at times experienced decreasing products sales with certain customers. The reasons for this can be generally attributed to: increased competition; general economic conditions; demand for products; and consumer interest rates. If economic conditions deteriorate or if consumer preferences change, we could experience a significant decrease in profitability.

IfWe are dependent on our ~~top~~a limited number of customers ~~were~~for ~~lost,~~the wemajority ~~could~~of ~~experience lower~~our sales ~~volumes.~~of products and our ability to retain and expand our relationships with such clients.

Historically, a significant percentage of our revenue has come from a limited number of customers. For example, for the ~~six~~nine months ended ~~February~~May 2831, 2025, our ~~top~~ top ten customers represented 9698% of our total sales, and our single largest customer was responsible for 3638% of our total sales. We would experience a significant decrease in sales and profitability and would have to cut back our operations, if any of 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.

We generally have to qualify, and are ~~dependent~~required ~~upon~~to maintain ~~third-party~~our ~~manufacturers~~status, as a supplier for each of our larger retail home improvement customers. A significant failure or an inability to comply with customer specifications and ~~suppliers~~manufacturing ~~for~~and ~~substantially~~import ~~all~~requirements or delays or other problems with existing or new products or inability to meet price requirements could result in cancelled orders, increased costs, loss of sales, market share shift, loss of customers or potential breaches of contracts, which could have an adverse effect on our profitability and results of ~~products~~operations. By virtue of certain customers’ size and the significant portion of revenue that we derive from them, they can exert significant influence in the negotiation of our commercial agreements and the conduct of our business with them which could adversely affect our profitability.

We do not have any manufacturing capabilities and rely on 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:

· Production disruptions or delays at the factory as a result of political instability, labor unrest, mechanical issues, natural disasters, or pandemic outbreaks;

· Capacity constraints;

·Our ~~Inability~~business, in large part, depends on relationships our teams develop with our customers so that we can understand their needs and deliver product solutions and processes that are tailored to ~~control~~those needs. If a large customer is not satisfied with our performance or the ~~quality~~relationship ofbecomes significantly damaged, we could incur additional costs to address the ~~finished~~situation, our profitability might be impaired, and the customers dissatisfaction could damage our ability to continue to do business with that customer. Further, large retail customers have significant leverage over us and if they are not satisfied with our products; or support might claim breach of existing contracts, seek to terminate existing contracts, or impose significant restrictions or conditions on our business relationship with them, which would have a material adverse effect on our business, profitability and financial condition.

·We ~~Inability~~have no manufacturing capabilities for our products, and we are dependent upon third parties to ~~control~~supply the materials for, and to manufacture, our products, which creates risks relating to increased costs, manufacturing and ~~delivery~~shipping ~~schedules;~~delays, and potential increased costs due to circumstances beyond our control.

IfWe ~~our~~do ~~products~~not ~~are~~own ~~delayed~~ or ~~cannot~~operate, beand ~~supplied~~currently do not plan into aown ~~timely~~or ~~manner~~operate, wefacilities ~~risk~~for ~~losing~~production ~~revenue~~ and ~~customers~~packaging of our products. ~~Developing~~We ~~alternate~~rely ~~sources~~and ofexpect ~~supply~~to continue to rely on third parties for the production and packaging, of our products. ~~that~~While ~~meet~~we are no longer dependent on a single source for our ~~requirements~~primary products, and we now ~~may~~have bemultiple ~~time-consuming,~~sources ~~difficult~~of supply, the current geopolitical and ~~costly~~economic environment has created significant uncertainty with regard to costs, ~~and~~particularly wewith ~~may~~respect ~~not~~to bethe ~~able~~fluid and volatile tariff situation relating to countries from which we source our products. onFurther, certain ~~terms~~of our larger customers have unique criteria that ~~are~~must ~~acceptable~~be adhered to with respect to the import of our products to their facilities. Any failure by us, or atour suppliers to satisfy our customers’ import requirements may result in decreased product sales and lower ~~all~~product revenue, which ~~will~~would harm our business. Similarly, if the foreign ports of embarkation of our products are not approved by our customers, we would have ato ~~negative~~locate ~~effect~~alternative onmeans of shipping through approved ports or our ~~revenue~~suppliers would be required to submit to a process in order to obtain such approval, which would add significant supply costs and ~~financial~~reduce ~~condition~~our product margins for such shipments.

Our reliance on third-party manufacturers and suppliers subjects us to risks associated with their businesses and operations. For example, even if we have agreements with third parties, they may not perform their obligations to us and/or they may be unable or unwilling to establish or increase production capacity commensurate with our needs. Also, third-party manufacturers and suppliers are subject to their own operational and financial risks that are outside of our control, and potentially their control also, that may cause them to suffer liquidity or operational problems and that could interfere with their business operations. For example, their operations and/or ability to source raw materials and other supplies may be interrupted by natural disasters, acts of war, terrorism, or disease outbreaks (such as the COVID-19 global pandemic), and other geopolitical and economic events.

If any of our third-party manufacturers or suppliers fails to perform their obligations to us or otherwise have an interruption in or discontinue supply to us, we may be forced to seek a different third-party manufacturer or supplier. In such event, we may experience significant delays associated with finding an alternative manufacturer or supplier that is both available on commercially acceptable terms and conditions, and also properly qualified in accordance with our specifications and any requisite regulatory requirements. This transition may require time consuming and complex operational, testing, and approval requirements, and the process could interfere with product sales because of inadequate supply or cause interruptions of, or delays in, providing products to customers.

Previously, we relied on a single source of supply in China for the bulk of our imported products. Following an 18 month process, we have been able to secure alternative sources of supply in multiple countries other than China. While this was expected to significantly improve our costs and margins, the current administration in Washington, D.C. has imposed worldwide tariffs on most countries, including those where our alternative sources of supply are located. Although the tariffs assigned to these countries are lower than those assigned to China, we have not been able to reap the expected benefit of significantly reduced tariffs due to U.S. trade policies, which continue to evolve and is discussed in more detail below.

Governmental actions, such as tariffs, and/or foreign policy actions could adversely and unexpectedly impact our business.

Since the bulk of our products are supplied from other countries, political actions by either our trading country or our own domestic policy could impact both the availability and the 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. Beginning in January 2025, the new Presidential 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% on top of any country or product specific rates. In early April 2025, the U.S. imposed a universal baseline tariff rate of 10% on all imports globally, although steel and aluminum products tariffed at the 25% rate are exempted from the additional baseline 10% tariff. China, however, has been assigned special additional rates. For steel and aluminum products imported from China, the rates were at 70% at the end of March 2025. In June 2025, the tariff rates on steel and aluminum imports was raised to 50%. 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. 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 business, results of operations, or financial condition.

We could experience delays in the delivery of our products to our customers causing us to lose business.

We purchase our products from other vendors and delay in shipment from these vendors to us could cause significant delays in our delivery to our customers. Such disruptions may include adjustments to ocean shipping schedules, labor strikes or other job-related actions by workers within the supply chain, geopolitical unrest, longshoreman or rail strikes, or government actions. This could result in a decrease in sales orders to us and we would experience a loss in profitability.

We face significant competition, which could reduce the demand for our products.

Our revenue depends in part on maintaining and growing the sales of our current products in both existing and new markets, but also by improving existing products and developing new products. There is substantial competition among companies in each of our market sectors, and a number of companies market products that compete directly with our 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, 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.

We could experience delays in the delivery of our products to our customers causing us to lose business.

We purchase our products from other vendors and a delay in shipment from these vendors to us could cause significant delays in our delivery to our customers. Such disruptions may include adjustments to ocean shipping schedules, labor strikes or other job-related actions by workers within the supply chain, geopolitical unrest, longshoreman or rail strikes, geopolitical unrest, or government actions. This could result in a decrease in sales orders to us and we would experience a loss in profitability.

Governmental actions, such as tariffs, and/or foreign policy actions could adversely and unexpectedly impact our business.

Since the bulk of our products are supplied from other countries, 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. Beginning in January 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% on top of any country or product specific rates. In early April 2025, the U.S. imposed a universal baseline tariff rate of 10% on all imports globally, although steel and aluminum products tariffed at the 25% rate are exempted from the additional baseline 10% tariff. China, however, has been assigned special additional rates. For steel and aluminum products imported from China, the rates were at 70% at the end of March 2025, but additional China specific tariffs announced in April 2025 could result in even higher tariff rates for those products. 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. 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 business, results of operations, or financial condition.

Inflation could adversely affect our business

Inflation 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 to increase our selling prices, it may be delayed several months after we first incur the higher costs and 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 a negative effect on our business, results of operations, or financial condition. 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 7.50% in February 2025. Beginning on March 7, 2025, the Company began drawing against its asset-based line of credit to fund its usual seasonal build of inventory to meet its anticipated needs for the busy Spring and Summer seasons. The Company has drawn approximately $3,000,000 at a current interest rate of 12.25%.

Outdoor product sales are highly seasonal and subject to adverse weather.

Our fencing and outdoor products are primarily bought by consumers during the spring and summer. The majority of our revenues and income from these products occur during our third and fourth quarters of our fiscal year. Demand for these products is highly affected by the weather. Adverse weather, including abnormally wet conditions or unseasonably hot or cold temperatures, can negatively affect demand for our products and cause our customers to delay, or reduce, their orders. This would have a negative effect on our business, results of operations, or financial condition.

Competitors may infringe on our intellectual property which would negatively affect our business and financial condition

We rely on our intellectual property rights, including patents, patent applications, and 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 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 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.

Our products may have issues that could lead to product liability claims

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.

Inflation could adversely affect our business

Inflation 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 to increase our selling prices, it may be delayed several months after we first incur the higher costs and 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 a negative effect on our business, results of operations, or financial condition. The increases in interest rates as a result of the higher level of inflation in the US economy experienced beginning in calendar year 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 7.50% in February 2025. Beginning on March 7, 2025, the Company began drawing against its asset-based line of credit to fund its usual seasonal build of inventory to meet its anticipated needs for the busy Spring and Summer seasons. As of the end of the most recent fiscal quarter on May 31, 2025, the Company has drawn $2,362,760 against this line of credit at a current interest rate of 12.25%.

We could lose our credit agreement and could result in our not being able to pay our creditors.

We have a line of credit with Northrim where short-term operating capital will be provided by purchasing our accounts receivable invoices for up to $6,000,000, or as a loan against our inventory for up to $4,000,000, with the maximum amount 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~~2026. 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. Although we are in discussions with our current lender to renew the line of credit, there can be no assurance that we will be able to successfully extend or replace this line of credit.

Our information technology systems are susceptible to certain risks, including cyber security breaches, which could adversely impact our operations and financial condition.

Our operations involve information technology systems that process, transmit and store information about our suppliers, customers, employees, and financial information. These systems face threats including telecommunication failures, natural disasters, and cyber security threats, including computer viruses, unauthorized access to our systems, and other security issues. While we have taken aggressive steps to implement security measures to protect our systems and initiated an ongoing training program to address 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.

If we fail to maintain an effective system of internal controls, we may not be able to detect fraud or report our financial results accurately, which could harm our business and we could be subject to regulatory scrutiny.

We have completed a 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.

A contagious disease outbreak, such as the recent COVID-19 pandemic emergency, could have an adverse effect on our operations and financial condition

Our business could be negatively affected by an outbreak of an infectious disease due to the consequences of the actions taken by companies and governments to contain and control such an outbreak. These consequences include:

·• The inability of our third-party manufacturers to manufacture or deliver products to us in a timely manner, if itat all.

·• Isolation 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.

·• Our new product launches may be delayed or require unexpected changes to be made to our new or existing products.

·• The effect of the outbreak on the economy may be severe, including an economic downturn and decrease in employment levels which could result in a decrease in consumer demand for our products.

The financial impact of such an outbreak are outside our control and are not reasonable to estimate but may be significant. The costs 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 Related to Our Common Shares

We may decide to acquire assets or enter into business combinations, which could be paid for, either wholly or partially with our common shares and if we decide to do this our current shareholders would experience dilution in their percentage of ownership.

Our Articles of Incorporation give our Board of Directors the right to enter into any contract without the approval of our shareholders. Therefore, our management could decide to make an investment (buy shares, loan money, etc.) without shareholder approval. If we acquire an asset or enter into a business combination, this could include exchanging a large amount of our common shares, which could dilute the ownership interest of present shareholders.

Future stock distributions could be structured in such a way as to be 1) diluting to our current shareholders or 2) could cause a change in control to new investors.

If we raise additional funds by selling more of our stock, the new shares may have rights, preferences or privileges senior to those of the rights of our existing shares. If common shares are issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. The result of this would be a lessening of each present stockholder’s relative percentage interest in our company.

The Company’s common shares currently trade within the NASDAQ Capital Market in the United States. The average daily trading volume of our common stock was approximately 4,700 shares on NASDAQ for the fiscal year ended August 31, 2024 and 78,~~900~~300 shares for the ~~six~~nine months ended ~~February~~May 2831, 2025. With this limited trading volume, investors could find it difficult to purchase or sell our common stock or experience significant volatility in the price of our common stock. In addition, if any of the risk factors set forth above are realized, it can have a negative impact on the trading price of our common stock.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Company does not have any derivative financial instruments as of ~~February~~May 2831, 2025. However, the Company is exposed to interest rate risk.

The Company’s interest income and expense are most sensitive to changes in the general level of U.S. interest rates. In this regard, changes in U.S. interest rates affect the interest earned on the Company’s cash.

The Company is subject to interest rate risk as it has an asset-based line of credit whose interest rate may fluctuate over time. The Company could be subject to increased interest payments as interest rates may change based on economic conditions, as the interest is computed at the prime rate plus 4.75%, with floor of 11%. As of ~~February~~May 2831, 2025, ~~and~~the Company had borrowed $2,422,305 (August 31, 2024, ~~the~~- ~~Company~~$Nil) ~~has no borrowings~~ under this line of credit.

Foreign Currency Risk

The Company operates primarily in the United States. However, a relatively small amount of business is currently conducted in currencies other than U.S. dollars, and the Company may experience an increase in foreign exchange risk as they expand their international sales. Also, to the extent that the Company uses contract manufacturers in foreign countries, currency exchange rates can influence the Company’s purchasing costs.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Management of the Company, including the Company’s Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our Principal Executive and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1.

Legal Proceedings

In fiscal 2021, the Company initiated arbitration against a former distributor asserting a breach of the distribution agreement and seeking damages. In February 2023, the arbitrator issued its decision and ruled in favor of the Company on the majority of all of its claims. In September 2023, the Company settled its arbitration for a cash payment of $2,450,000 which was received in October 2023.

The Company does not know of any other material, active or pending legal proceedings against them; nor is the Company involved as a plaintiff in any other material proceeding or pending litigation. The Company knows of no other active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

---No Disclosure Required---

Item 3.

Defaults Upon Senior Securities

---No Disclosure Required---

Item 4.

Mine Safety Disclosures

---No Disclosure Required---

Item 5.

Other Information

During the quarter ended ~~February~~May 2831, 2025, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

30Item 6. Exhibits

Item 6. Exhibits

		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith

3.2	Articles of Incorporation of Jewett-Cameron Company.	10-Q	1/13/2014	3.1
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act, Chad Summers				X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act, Mitch Van Domelen				X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act), Chad Summers				X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act), Mitch Van Domelen				X
101.INS	XBRL Instance Document				X
101.SCH	XBRL Taxonomy Extension Schema Document				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				X

		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.2	Articles of Incorporation of Jewett-Cameron Company.	10-Q	1/13/2014	3.1
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act, Chad Summers				X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act, Mitch Van Domelen				X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act), Chad Summers				X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act), Mitch Van Domelen				X
101.INS	XBRL Instance Document				X
101.SCH	XBRL Taxonomy Extension Schema Document				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				X

31SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Pursuant~~Jewett-Cameron toTrading ~~the~~Company ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Ltd.

~~Jewett-Cameron Trading Company Ltd.~~(Registrant)

Date: July 14, 2025 /s/ “Chad Summers” Chad Summers, President and Chief Executive Officer (~~Registrant~~Principal Executive Officer)

Date: ~~April~~July 14, 2025 /s/ “~~Chad~~Mitch ~~Summers~~Van Domelen” ~~Chad~~Mitch ~~Summers~~Van Domelen, ~~President~~Chief Financial Officer and ~~Chief~~Corporate ~~Executive~~Secretary (Principal Financial Officer (and Principal ~~Executive~~Accounting Officer)

~~Date: April 14, 2025 /s/ “Mitch Van Domelen” Mitch Van Domelen, Chief Financial Officer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)~~32

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