Jewett-Cameron Trading Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

1934
For the fiscal year ended AUGUST 31, 2016

Or



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.

(Name of registrant as specified in its charter)

_________British Columbia, Canada_______
(State or Incorporation or Organization)

_________N/A________
(IRS Employer ID No.)

32275 NW Hillcrest, North Plains, Oregon, USA 97133
(Address of principal executive offices)

Registrant’s Telephone Number 503-647-0110

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares without par value.
(Title of Class)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files).
 Yes  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.


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

Large accelerated filer 
Non-accelerated filer 

Accelerated filer 
Smaller Reporting Company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 Yes  No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
February 29, 2016 = $14,406,595

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of November 2, 2016:
2,286,294

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Jewett-Cameron Trading Company Ltd.

Form 10-K Annual Report

Fiscal Year Ended August 31, 2016

TABLE OF CONTENTS

Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures

PART I

PART II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplemental Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information

PART III

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.

Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

Item 15.

Exhibits, Financial Statement Schedules

PART IV

Page

4
7
8
8
9
10

10

12
12
15
16
39
39
39

40
42
45

45
46

47

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ITEM 1. BUSINESS

Forward-Looking Statements

PART I

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

These factors include, but are not limited to the fact that the Company is in a highly competitive business and may seek
additional financing to expand its business, and are set forth in more detail elsewhere in this Annual Report, including
in the sections, ITEM 1A, “Risk Factors”, and ITEM 7, “Management's Discussion and Analysis of Financial
Condition and Results of Operations”.

Introduction

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

In this Annual

The Company’s operations are classified into four reportable segments which were determined based on the nature of
the products offered along with the markets being served. The segments are as follows:






Industrial wood products
Lawn, garden, pet and other
Seed processing and sales
Industrial tools and clamps

its subsidiaries. Jewett-Cameron Lumber
Effective September 1, 2013,
Corporation (“JCLC”) was changed to JC USA Inc. (“JC USA”), which has the following four wholly-owned
subsidiaries.

the Company reorganized certain of

The industrial wood products segment reflects the business conducted by Greenwood Products, Inc. (“Greenwood”).
Greenwood is a processor and distributor of industrial wood products. A major product category is treated plywood
that is sold to boat manufacturers and the transportation industry.

The lawn, garden, pet and other segment reflects the business of the newly incorporated Jewett-Cameron Company
(“JCC”). JCC is a wholesaler of wood products and a manufacturer and distributor of specialty metal products formerly
conducted by JCLC. Wood products include fencing and landscape timbers, while metal products include dog kennels,
proprietary gate support systems, perimeter fencing, and greenhouses. JCC uses contract manufacturers to make the
specialty metal products. Some of the products that JCC distributes flow through the Company’s distribution center
located in North Plains, Oregon, and some are shipped direct to the customer from the manufacturer. Primary
customers are home centers and other retailers.

The seed processing and sales segment reflects the business of Jewett-Cameron Seed Company (“JCSC”). JCSC
processes and distributes agricultural seed. Most of this segment’s sales come from selling seed to distributors with a
lesser amount of sales derived from cleaning seed.

The industrial tools and clamps segment reflects the business of MSI-PRO (“MSI”). MSI imports and distributes
products including pneumatic air tools, industrial clamps, and saw blades. These products are primarily sold to
retailers that in turn sell to contractors and end users.

JC USA provides professional and administrative services, including accounting and credit services, to each of its
wholly-owned subsidiary companies.

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Total Company sales were approximately $48.1 and $42.2 million during fiscal years ended August 31, 2016 and 2015,
respectively.

The Company's principal office is located at 32275 NW Hillcrest Street, North Plains, Oregon; and the Company’s
website address is www.jewettcameron.com. Mail is not delivered to the street address, and the Company’s mailing
address is P.O. Box 1010, North Plains, OR 97133. The Company’s phone number is (503) 647-0110, and the fax
number is (503) 647-2272.

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

The contact person for the Company is Donald M. Boone, President, Chief Executive Officer, Treasurer, Director, and
Principal Financial Officer.

The Company’s authorized capital includes 21,567,564 common shares without par value; and 10,000,000 preferred
shares without par value. As of August 31, 2016 and November 2, 2016, there were 2,286,294 common shares
outstanding. The Company's common shares are listed on the NASDAQ Capital Market in the United States with the
symbol “JCTCF”.

The Company's fiscal year ends on August 31st.

General Development of Business

Incorporation and Subsidiaries

Jewett-Cameron Trading Company Ltd. was incorporated under the Company Act of British Columbia on July 8, 1987
as a holding company for Jewett-Cameron Lumber Corporation (“JCLC”), which was incorporated in September 1953.
Jewett-Cameron Trading Company, Ltd. acquired all the shares of JCLC through a stock-for-stock exchange on July
13, 1987, and at that time JCLC became a wholly owned subsidiary. Effective September 1, 2013, the Company
completed a reorganization of certain of its subsidiaries and JCLC’s name was changed to JC USA Inc. (“JC USA”).
JC USA has the following wholly owned subsidiaries. MSI-PRO Co. (“MSI”), incorporated in April 1996, Jewett-
incorporated in October 2000, Greenwood Products, Inc. (“Greenwood”),
Cameron Seed Company, (“JCSC”),
incorporated in February 2002, and Jewett-Cameron Company (“JCC”) incorporated in September 2013.
Jewett-
Cameron Trading Company, Ltd. and its subsidiaries have no significant assets in Canada.

Corporate Development

Incorporated in 1953, JC USA operated as a small lumber wholesaler based in Portland, Oregon. In September 1984,
the original stockholders sold their interest in the corporation to a new group of investors. Two members of that group
remain active in the Company. These individuals are Donald Boone, the President, Chief Executive Officer, Treasurer,
Director and Principal Financial Officer; and Michael Nasser, Corporate Secretary.

In July 1987, the Company acquired JC USA in what was not an arms-length transaction.

In early 1986, prior to JC USA being acquired by the Company, JC USA acquired Material Supply International
(“Material Supply”). Material Supply was engaged in the importation and distribution of pneumatic air tools and
industrial clamps. The product line was re-branded as “MSI-PRO” and MSI was incorporated in 1996 to carry-on the
business of Material Supply.

In October 2000, JCSC was incorporated in anticipation of JC USA acquiring the business and certain assets of a firm
called Agrobiotech Inc. JCSC operates as a seed storage, processing and sales business.

In February 2002, Greenwood was incorporated in anticipation of JC USA acquiring the business and certain assets of
Greenwood Forest Products Inc. Greenwood is involved in the processing and distribution of specialty wood products.

In June 2012, the Company acquired land and fixed assets located in Manning, Oregon for $250,000 cash.

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Narrative Description of Business

The Company’s operations are classified into four segments. Sales, income before taxes, assets, depreciation and
amortization, capital expenditures, and interest expense by segment are shown in the footnotes to the financial
statements.

Industrial Wood Products - Greenwood

Greenwood is a wholesale distributor of a variety of specialty wood products. Operations are co-located in the building
utilized by JCC and MSI.

Historically, a major product category has been treated plywood that
transportation industry.
Greenwood’s total sales for fiscal 2016 and 2015 were 10% and 11% respectively of total Company sales.

is sold to boat manufacturers and the
In February 2014, the Company sold its excess inventory related to the marine industry.

The markets in which Greenwood competes are sensitive to downturns in the U.S economy.

Inventory is maintained at non-owned warehouse 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.

Greenwood has no significant backlog of orders.

Lawn, Garden, Pet and Other – JCC

The lawn, garden, pet and other segment reflects the business of the newly incorporated Jewett-Cameron Company
(JCC), which is a manufacturer and distributor of specialty metal products and a wholesaler of wood products formerly
conducted by JCLC.

JCC operates out of a 5.6 acre owned facility located in North Plains, Oregon that includes an office, a warehouse, a
paved yard, and a remanufacturing plant. This business is a wholesaler of wood products and a manufacturer and
distributor of specialty metal products. Wood products include fencing and landscape timbers, while metal products
include dog kennels, proprietary gate support systems, perimeter fencing, and greenhouses.
JCC uses contract
manufacturers to make the specialty metal products. Some of the products that JCC distributes flow through the
Company’s facility in North Plains, Oregon, and some are shipped direct to the customer from the manufacturer.
Primary customers are home centers and other retailers.

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.

JCC has concentrated on building a customer base for lawn, garden, and pet related products. Management believes
this market is less sensitive to downturns in the U.S. economy than is the market for new home construction.

The wood products that JCC distributes are not unique and are available from multiple suppliers. However, the metal
products that JCC manufactures and distributes may be somewhat differentiated from similar products available from
other suppliers.

JCC owns 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. Management believes the ownership of
these patents results in an important competitive advantage for these and certain other products. During fiscal 2016, the
Company applied for 4 new patents, while 4 other patents were granted. JCC also has two licensing agreements to
market pet products.

Backlog orders are a factor in this business as customers may place firm priced orders for both wood and metal
products for shipments to take place three to four months in the future.

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Seed Processing and Sales - JCSC

JCSC operates out of an approximately 12 acre owned facility located adjacent to North Plains, Oregon. JCSC
processes and distributes agricultural seed. Most of this segment’s sales come from selling seed to distributors with a
lesser amount of sales derived from cleaning seed. Even though the harvest and processing cycle is seasonal, sales of
JCSC tend to be fairly uniform throughout the year. However, profitability around the month of August may be
unusually high based on a seasonal surge in cleaning sales, which are much more profitable sales than product sales.

JCSC has no backlog of sales orders.

Industrial Tools and Clamps - MSI

This business operates from the same owned facilities as JCC. MSI imports and distributes products including
pneumatic air tools, industrial clamps, and saw blades. These products are primarily sold to retailers that in turn sell to
contractors and end users. Sales of these products tend to be relatively uniform throughout the year.

MSI’s product line was expanded in 2007 to include saw blades, digital calipers, and laser guides. These newer
products carry the Avenger Products brand label.

Customer Concentration

The top ten customers were responsible for 78% and 71% of total Company sales for the years ended August 31, 2016
and August 31, 2015 respectively. Also, the Company’s single largest customer was responsible for 33% and 30% of
total Company sales for the years ended August 31, 2016 and August 31, 2015 respectively.

Employees

As of August 31, 2016 the Company had 54 full-time employees (August 31, 2015 – 52 full-time employees). By
segment these employees were located as follows: Greenwood 2, JCC 25, JCSC 9, MSI 5, and JC USA 13. None of
these employees are represented by unions at the Company. Jewett-Cameron Trading Company Ltd. has no direct
employees, and the CEO of the Company is employed by JC USA.

ITEM 1A. RISK FACTORS

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

Risks Related to Our Common Stock

We may decide to acquire assets or enter into business combinations, which could be paid for, either wholly or
partially with our common stock 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 stock, which could dilute the ownership interest of present stockholders.

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 stock may have rights, preferences or privileges
senior to those of the rights of our existing stock. If common stock is 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.

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The Company’s common shares currently trade within the NASDAQ Capital Market in the United States. The common
shares also formerly traded on the Toronto Stock Exchange in Canada until the Company voluntarily delisted from the
Toronto Stock Exchange on October 11, 2012. The average daily trading volume of our common stock was
approximately 3,540 shares on NASDAQ for the fiscal year ended August 31, 2016. With this limited trading volume,
investors could find it difficult to purchase or sell our common stock.

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.

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

For the fiscal year ended August 31, 2016 our top ten customers represented 78% of our total sales, and our single
largest customer was responsible for 33% of our total sales. We would experience a significant decrease in sales and
profitability and would have to cut back our operations, if these customers were lost and could not be replaced. Our top
ten customers are in located in North America, and are primarily in the retail home improvement industries.

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. This could result in a decrease in sales orders to us and we would experience a
loss in profitability.

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 U.S. Bank in the amount of $3 million, of which $3 million is available. We are currently
in compliance with the requirements of our existing line of credit. If we lost this credit it could become impossible to
pay some of our creditors on a timely basis.

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 year ended August 31, 2016. Based on this process we did
not identify any material weaknesses. Although we believe our internal controls are operating effectively, we cannot
guarantee that in the future we will not identify any material weaknesses in connection with this ongoing process.

ITEM 1B. UNRESOLVED STAFF COMMENTS

--- No Disclosure Necessary ---

ITEM 2. PROPERTIES

The Company’s executive offices are located at 32275 NW Hillcrest Street, North Plains, OR 97133. The 5.6 acre
facility, which is owned, consists of 46,000 square feet of covered space (6,000 office, 10,000 manufacturing, and
30,000 warehouse), a little over three acres of paved yard space, and was completed in October 1995. The facility
provides office space for JC USA, including all of the Company’s executive offices, and is used as a distribution center
to service the Company’s customer base for JCC, Greenwood and MSI. In May 2016, the Company received its final
permits for the construction of a warehouse expansion at its headquarters property in North Plains. Construction
commenced immediately upon receipt of the required permits, and the completed building will measure 150 feet by 80
feet and a height of 37 feet. The Company anticipates using the new warehouse for several new product lines.

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It is currently used for seed processing and storage.

The property associated with JCSC, which is owned, consists of 11.7 acres of land, 105,000 square feet of buildings,
rolling stock, and equipment.
It is located at 31345 NW Beach
Road, Hillsboro, OR 97124, which is adjacent to North Plains, OR. During fiscal 2010, the Company purchased a seed
testing lab located at 31895 NW Hillcrest Street, North Plains, OR 97133. The facility is 2,000 square feet and provides
testing facilities for JCSC. The Company formerly leased the property for $729 per month until the expiration of the
lease on January 4, 2010. At that time, the Company exercised its option to buy the land and building for a total cost of
$150,946.

In June 2012, the Company acquired land and fixed assets located in Manning, Oregon for $250,000 cash. The land
consists of 7.5 acres and the fixed assets included 12,000 square feet of buildings. The Company has an operating
agreement in place with an outside party.

We believe that our facilities are currently adequate for our requirements, and that our current equipment is in good
condition and is suitable for the operations involved.

ITEM 3. LEGAL PROCEEDINGS

A subsidiary was a plaintiff in a lawsuit filed in Portland, Oregon, entitled, Greenwood Products, Inc. et al v.
Greenwood Forest Products, Inc. et al., Case No. 05-02553 (Multnomah County Circuit Court).

During fiscal 2002 the Company entered into a purchase agreement to acquire inventory over a 15 month period with
an initial estimated value of $7,000,000 from Greenwood Forest Products, Inc. During the year ended August 31,
2003, the Company completed the final phase of the inventory acquisition. As partial consideration for the purchase of
the inventory the Company issued two promissory notes, based on its understanding of the value of the inventory
purchased. The Company believes it overpaid the obligation by approximately $820,000. The holder counterclaimed
for approximately $2,400,000.

Litigation was completed on March 5, 2007, with the court’s general judgment and money award. The net effect was
money judgment in favor of Greenwood Forest Products, Inc. for $242,604. The Company accrued reserves to cover
the money judgment related to this dispute. Both parties filed appeals for review of the court’s opinion.

During the 1st quarter of fiscal 2011, the Oregon Court of Appeals ruled that the judgment in favor of Jewett Cameron
as plaintiffs should be reversed and the judgment in favor of the defendants should stand. The judgment in favor of the
Company was for $819,000 plus attorney’s fees. The judgment against the plaintiffs is for $1,187,137. The Company
appealed the decision to the Oregon Supreme Court. During the 1st quarter of fiscal 2011, the Company recorded a
litigation loss of $962,137 and interest of $391,988 in addition to the existing litigation reserve of $225,000. Additional
interest of $48,790 was recorded during the remainder of fiscal 2011. During the 1st quarter of fiscal 2012 ended
November 30, 2011, additional interest of $16,204 was accrued.

In February 2012, the Company received the decision from the Oregon Supreme Court which was favorable to Jewett
Cameron as plaintiff. As a result, the Company has reversed $1,459,832 of the litigation reserve and accrued interest
during the 2nd quarter of fiscal 2012 ended February 29, 2012. The reversal was treated as a one-time gain during the
quarter.

In July 2014, upon remand from the Oregon Supreme Court, the Oregon Court of Appeals has concluded that
Greenwood Forest Products, Inc. as defendants are entitled to a new trial, and, as a consequence, ruled that the
judgment in favor of Jewett Cameron as plaintiffs should be reversed and the judgment in favor of defendants should
stand. The judgment in favor of the Company was for $819,000 plus attorney’s fees. The judgment against plaintiffs
was for $1,187,137. On August 7, 2014, the Company filed a petition with the Oregon Supreme Court for a review of
the Oregon Court of Appeals notice. The petition requests the Oregon Supreme Court review the most recent ruling by
the Oregon Court of Appeals, reverse the decision, and affirm the original judgment of the trial court. In September
2015, the Oregon Supreme Court ruled on the Company’s petition and has reversed the decision of the Oregon Court of
Appeals and remanded the case to back to the Court of Appeals for further proceedings. The Court also denied the
defendants’ request for a new trial.

During the year ended August 31, 2015, the Company recorded $26,716 of interest income due to the favorable
difference in interest rates between the judgments. During the year ended August 31, 2016, the Company recorded
$6,661 of interest income.

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During the year ended August 31, 2016, the Company and Greenwood Forest Products, Inc., settled all litigation
between the two companies. The Company made a cash payment of $200,000 to Greenwood Forest Products, Inc., as
full settlement and termination of the litigation (the “Settlement Payment”). The litigation expense of $115,990
represents the difference between the Settlement Payment, and the litigation reserve balance on the date of settlement
of $84,010 which is net of interest income recognized for the period.

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 4. MINE SAFETY DISCLOSURES

--- No Disclosure Necessary ---

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common shares trade on the NASDAQ Capital Market (formerly the NASDAQ Small Cap Market) in the United
States. The trading symbol for our common stock is “JCTCF” and the CUSIP number for the stock is 47733C-20-7.
Our common stock began trading on the NASDAQ Small Cap Stock Market in April 1996.

The Company declared a two for one stock split of its common stock with a record date of the close of business on
April 25, 2013. Shareholders received one additional common share for each common share held as of the record date.
The stock split was effective as of May 2, 2013.

Table No. 1 lists the volume of trading along with the high, low, and closing sales prices on the NASDAQ Capital
Market for the Company's common shares. Prices are adjusted to reflect the common stock split effective May 2, 2013.

Table No. 1
NASDAQ Capital Market
Common Shares Trading Activity
(US Dollars)

Volume

High

Low

Closing

38,300

$ 13.22

$ 12.12

$ 12.35

$ 14.95
$ 12.44
$ 11.01
$ 10.66

$ 12.20
$ 13.73
$ 11.43
$ 10.25

$ 14.95
$ 13.73
$ 13.44
$ 13.88
$ 11.80

458,100
225,200
130,000
82,600

73,200
199,200
34,200
257,500

895,600
564,100
1,894,300
3,525,600
834,900

- 10 -

$ 10.63
$ 9.64
$ 8.76
$ 7.70

$ 9.46
$ 10.20
$ 10.00
$ 9.09

$ 7.70
$ 9.09
$ 9.18
$ 5.07
$ 7.45

$ 12.42
$ 12.06
$ 10.15
$ 10.42

$ 9.50
$ 12.10
$ 10.38
$ 10.50

$ 12.42
$ 9.50
$ 9.90
$ 13.00
$ 10.12

Period
Ended

Monthly
9/30/16

Quarterly
8/31/16
5/31/16
2/29/16
11/30/15

8/31/15
5/31/15
2/28/15
11/30/14

Annually
8/31/16
8/31/15
8/31/14
8/31/13
8/31/12

The Company’s common shares formerly traded on the Toronto Stock Exchange ("TSX") in Canada, under the trading
symbol “JCT”. The common stock commenced public trading on the Toronto Stock Exchange in February 1994
following over six years of trading on the Vancouver Stock Exchange. Effective at the close of business on October 11,
2012, the Company voluntarily delisted its common shares from the TSX. The Company no longer desires to maintain
dual listings due to the costs involved and the volume of trading on the TSX has been minimal.

Holders

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

On November 2, 2016 there were 2,286,294 of the Company’s common shares outstanding.

Dividends

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the
foreseeable future. The present policy of the Company is to retain earnings for use in its operations, expansion of its
business, and the possible repurchase of Company shares. There are no restrictions that limit the ability of the
Company to pay dividends on common equity or that are likely to do so in the future. Any dividends paid by the
Company to U.S. shareholders would be subject to Canadian withholding tax.

Recent Sales of Securities: Use of Proceeds from Securities

The Company has sold no securities in the last 3 fiscal years.

Purchases of equity securities by the issuer and affiliated purchasers

During the fiscal years ended August 31, 2016 and 2015, the Company has repurchased common shares through share
repurchase plans approved by the Board of Directors in accordance with Rule 10b-18 under the U.S. Securities
Exchange Act of 1934.

On April 9, 2014, the Company announced the Board of Directors had authorized a share repurchase plan to purchase
for cancellation up to 300,000 common shares through the facilities of the NASDAQ Stock Market ("NASDAQ").
Transactions may involve Jewett-Cameron insiders or their affiliates executed in compliance with Jewett-Cameron's
Insider Trading Policy. The share repurchase plan will be effected in accordance with Rule 10b-18 under the U.S.
Securities Exchange Act of 1934, which contains restrictions on the number of shares that may be purchased on a
single day, subject to certain exceptions for block purchases, based on the average daily trading volumes ("ADTV") of
Jewett-Cameron's shares on NASDAQ. Purchases shall be limited to one “Block” purchase per week in lieu of the 25%
of ADTV limitation for compliance with Rule 10b-18(b)(4). A “block” as defined under Rule 10b-18(a)(5) means a
quantity of stock that, among other things, is at least 5,000 shares and has a purchase price of at least US$50,000. This
share repurchase plan commenced on April 14, 2014 and terminated on November 14, 2014. Under the Plan, the
Company repurchased a total of 235,782 common shares at a cost of $2,494,654 which is an average price of $10.58
per share.

On February 11, 2015, the Company announced the Board of Directors had authorized a new share repurchase plan to
purchase for cancellation up to 300,000 common shares through the facilities of NASDAQ under similar terms to the
April 9, 2014 repurchase plan. The plan commenced on February 17, 2015 and was terminated by the Board on July
17, 2015. Under the Plan, the Company repurchased a total of 93,829 common shares at a cost of $1,156,066 which is
an average price of $12.32.

On March 7, 2016, the Company announced the Board of Directors had authorized a new share repurchase plan to
purchase for cancellation up to 250,000 common shares through the facilities of NASDAQ under similar terms to the
April 9, 2014 repurchase plan. The plan commenced on March 10, 2016 and terminated on August 25, 2016. Under the
Plan, the Company repurchased a total of 175,538 common shares at a cost of $2,124,579 which is an average price of
$12.10.

The following table details the Company’s repurchase of its common shares during the fourth quarter of fiscal 2016
ended August 31, 2016.

- 11 -

Period

June

July

August

Total

Total Number of
Shares purchased

Average Price
Paid per
Share

Total number of
shares purchased
as part of publicly
announced plans or
programs

Maximum Number
of shares that may
yet be purchased
under
the plans or programs

42,742

69,391

19

112,152

$ 11.45

$ 12.81

$ 14.25

$ 12.29

106,128

175,519

175,538

175,538

143,872

74,481

- (1)

-

(1)

The current Plan terminated on August 25, 2016.

In addition to the Rule 10b-18 share repurchases, Donald M. Boone, CEO, President and Director, voluntarily returned
15,000 common shares to the Company’s treasury for cancellation in August 2015. In June 2016, Mr. Boone
voluntarily returned an additional 15,000 to treasury for cancellation. The Company paid no consideration for these
shares.

ITEM 6. SELECTED FINANCIAL DATA

--- No Disclosure Necessary for Smaller Reporting Companies ---

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

The Company’s operations are classified into four reportable segments as follows:







Industrial wood products (Greenwood) – Distribution of specialty wood products.
Lawn, garden, pet and other (JCC) – Wholesaling of wood products and manufacturing and distribution of
specialty metal products.
Seed processing and sales (JCSC) – Processing and distribution of agricultural seed.
Industrial tools and clamps (MSI) – Importing and distribution of products including pneumatic air tools,
industrial clamps, and saw blades.

Quarterly Results

The following table summarizes quarterly financial results in fiscal 2016 and fiscal 2015.
dollars except per share amounts.)

(Figures are thousands of

Sales
Gross profit
Net income
Basic earnings per share
Diluted earnings per share

First
Quarter

$ 11,942
2,380
532
0.22
0.22

$
$

For the Year Ended August 31, 2016
Fourth
Quarter

Third
Quarter

Second
Quarter

$ 11,188
2,036
132
0.05
0.05

$
$

$ 14,459
3,177
909
0.37
0.37

$
$

$ 10,522
2,144
552
0.23
0.23

$
$

Full
Year

$ 48,111
9,737
2,125
0.87
0.87

$
$

- 12 -

Sales
Gross profit
Net income
Basic earnings per share
Diluted earnings per share

First
Quarter

$ 7,983
1,870
328
0.13
0.13

$
$

For the Year Ended August 31, 2015
Fourth
Quarter

Third
Quarter

Second
Quarter

$ 9,483
1,902
284
0.11
0.11

$
$

$ 13,289
2,242
461
0.18
0.18

$
$

$ 11,483
2,403
702
0.27
0.27

$
$

Full
Year

$ 42,238
8,417
1,774
0.69
0.69

$
$

Fiscal 2016 quarterly per share earnings were calculated using weighted average number of common shares
outstanding of 2,435,650 (2015 - 2,581,850).

RESULTS OF OPERATIONS

Fiscal Years Ended August 31, 2016 and August 31, 2015

Sales totaled $48,110,998 compared to sales of $42,238,151 in fiscal 2015, which was an increase of $5,872,847, or
13.9%. The increase in sales was primarily due to higher sales at JCC.

Gross margin rose slightly to 20.2% in fiscal 2016 compared to 19.9% in fiscal 2015.

Operating expenses rose by $627,992 to $6,121,446 in fiscal 2016 from $5,493,454 in fiscal 2015. The increase was
due to an increase in wages and employee benefits, which rose to $4,055,948 from $3,396,793 as the Company made
an additional 10% contribution to each eligible employee’s 401(k) plan as a one-time compensation bonus. Selling,
general and administrative fell to $1,789,230 from $1,814,899, and depreciation fell to $276,268 from $281,762.
Income from operations rose to $3,615,146 in fiscal 2016 from $2,923,583 in fiscal 2015.

Including other items, income before income taxes was $3,519,893 in fiscal 2016 compared to $2,955,576 in fiscal
2015. Litigation loss of ($115,990) was related to the settlement of the litigation between the Company and Greenwood
Forest Products, Inc. in fiscal 2016. Gain on sale of property, plant and equipment was $5,600 and interest expense was
($27) in fiscal 2016. Interest and other income declined to $15,164 from $31,993 in fiscal 2015. Income tax expense
was $1,391,847 in fiscal 2016 compared to $1,181,605 in fiscal 2015. The Company calculates income tax expense
based on combined federal and state rates that are currently in effect.

Net income for fiscal 2016 was $2,125,099, or $0.87 per basic and diluted share, compared to net income of
$1,773,971, or $0.69 per basic and diluted share, for fiscal 2015. The income per share was positively affected by the
repurchase and cancellation of common shares during both fiscal 2016 and 2015, and the weighted number of shares
outstanding was 2,435,650 in fiscal 2016 and 2,581,850 in fiscal 2015.

Industrial Wood Products - Greenwood

Sales at Greenwood in fiscal 2016 were $4,704,087, which was an increase of $31,305, or less than 1%, from sales of
$4,672,782 in fiscal 2015. Sales have begun to rebound as the Company has obtained new customers and new uses for
its products, but due to the continued weakness in the marine industry, overall demand remains below historical levels.
In February 2014, the Company sold its excess inventory related to the marine industry in an arm’s length transaction.
The Company will maintain a readiness to participate in the marine segment when the market rebounds. Greenwood
recorded an operating loss of $8,898 in fiscal 2016 compared to an operating profit of $91,552 in fiscal 2015.

Lawn, Garden, Pet and Other - JCC

Sales at JCC were $39,286,126 in fiscal 2016 compared to sales of $32,904,189 in fiscal 2015, which was an increase
of $6,381,937, or 19%. Operating income at JCC for 2016 was $3,253,673 compared to $2,118,156 in 2015, which was
an increase of $1,135,517, or 54%. The increase in sales for 2016 was primarily due to the market’s continued
acceptance of recently introduced new products and the addition of new small and mid-sized customers. The results in
fiscal 2015 were negatively affected by prolonged winter weather across the United States and the West Coast port
slowdown which delayed the delivery of product from manufacturers in China. Overall, the operating results of JCC
are seasonal with the first two quarters of the fiscal year being much slower than the final two quarters of the fiscal
year.

- 13 -

The following table shows a breakdown between the metal and wood categories in this segment.

Fiscal Year
2016
2015

Sales in Millions of Dollars
Metal Wood Total
$39.3
$12.9
$26.4
$32.9
$11.0
$21.9

Percent of Total Sales
Metal Wood Total
33% 100%
67%
33% 100%
67%

Seed Processing and Sales - JCSC

Sales at JCSC were $2,927,408 in fiscal 2016 compared to sales of $2,776,556 in fiscal 2015, which represents an
increase of $150,852, or 5%. Although grass seed demand has risen in conjunction with the improvement in the US
residential housing market, the sales environment for the segment remains challenging due to the decline in seed
cleaning services as more growers clean in-house. Current supplies have also been restricted by the persistent drought
in the Western US which have reduced harvested yields. Operating loss at JCSC for the year was $193,208 compared
to an operating loss of $23,096 in fiscal 2015.

Industrial Tools and Clamps - MSI

Sales at MSI were $1,193,377 in fiscal 2016 compared to sales of $1,884,624 in fiscal 2015, which was a decrease of
$691,247, or 37%. The segment has recently become more competitive, and the Company has reduced prices on certain
of its products which reduced operating margins. Operating loss at MSI in fiscal 2016 was $100,986 compared to
operating income of $86,184 in fiscal 2015.

LIQUIDITY AND CAPITAL RESOURCES

Fiscal Year Ended August 31, 2016

As of August 31, 2016, the Company had working capital of $14,450,870 compared to working capital of $15,103,474
as of August 31, 2015, which is a decrease of $652,604. The largest changes affecting working capital include the
decrease in accounts receivable of $346,043, a decrease in inventory of $282,558, and decrease in prepaid income taxes
of $25,974. Note receivable declined by $1,310 as the entire remaining balance of the note was repaid during the year.
Cash rose by $103,625, and prepaid expenses increased by $113,436.

Accounts payable decreased by $144,983 to $839,972 which is related to the timing of payments due to suppliers.
Accrued liabilities rose to $1,473,792 from $1,024,358, an increase of $449,434. Litigation reserve declined to $Nil
from $90,671 as Company settled its outstanding litigation during the period and the entire amount was applied against
the amount of the settlement. The ratio of current assets to current liabilities, or current ratio, was 7.2 as of August 31,
2016.

For the fiscal year ended August 31, 2016, the accounts receivable collection period or DSO was 25 days compared to
32 days for the year ended August 31, 2015. Inventory turnover for the year ended August 31, 2016 was 78 days
compared to 94 days for the year ended August 31, 2015.

During the year the Company repurchased and cancelled 175,538 common shares which used cash of $2,124,579. An
additional 15,000 common shares were voluntarily returned by the Company’s CEO and cancelled. Purchase of
property, plant and equipment used cash of $926,445 as the Company began construction of a warehouse expansion
during the year.

Based on the Company’s current working capital position, its policy of retaining earnings, and the line of credit
available, the Company has adequate working capital to meet its needs for the coming fiscal year.

Short-term and Long-term Debt

External sources of liquidity include a line of credit from U.S. Bank of $3 million, of which $3 million is available.
Previously the line of credit was $1 million, but in during fiscal 2015, the Company increased the line of credit
borrowing limit to $3 million.

- 14 -

Borrowing under the line of credit is secured by an assignment of accounts receivable and inventory. The interest rate
is calculated solely on the one month LIBOR rate plus 175 basis points. As of August 31, 2016 the one month LIBOR
rate plus 175 basis points was 2.27% (0.52% + 1.75%). The line of credit has certain financial covenants. The
Company is in compliance with these covenants.

OTHER MATTERS

Contractual Obligations and Commercial Commitments

The Company currently has no contractual obligations or commercial commitments.

Inflation

The Company does not believe that inflation had a material impact during fiscal 2016 or 2015. Typically, the
Company passes price increases on to the customer.

Critical Accounting Policies

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

During the year ended August 31, 2016, the Company did not adopt any new accounting policies that would have a
material impact on the consolidated financial statements, nor did it make changes to accounting policies. Senior
Management has discussed with the Audit Committee the development, selection and disclosure of accounting
estimates used in the preparation of the consolidated financial statements.

Recent Accounting Pronouncements

Management has reviewed the new accounting guidance and determined that there is not a material impact on our
financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company did not have any derivative financial instruments as of August 31, 2016, and the Company does not use
derivative instruments for trading purposes.

Changes in U.S. interest rates affect the interest earned on the Company’s cash as well as interest paid on debt. The
Company has a line of credit with an interest rate based on published rates that may fluctuate over time based on
economic changes in the environment. The Company is subject to interest rate risk and could be subject to increased
interest payments if market interest rates fluctuate. The Company does not expect any change in the interest rates to
have a material adverse effect on the Company’s results from operations.

Foreign Currency Risk

The Company operates primarily in the United States. However, a relatively small amount of business is conducted in
currencies other than U.S. dollars. Also, to the extent that the Company uses contract manufacturers in China, currency
exchange rates can influence the Company’s purchasing costs.

- 15 -

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

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

Audited Consolidated Financial Statements: fiscal 2016 and 2015
Report of Independent Registered Accounting Firm dated November 2, 2016
Consolidated Balance Sheets

Balance Sheets at August 31, 2016 and August 31, 2015

Consolidated Statements of Operations

For the years ended August 31, 2016 and August 31, 2015

Consolidated Statements of Stockholders’ Equity

For the years ended August 31, 2016 and August 31, 2015

Consolidated Statements of Cash Flows

For the years ended August 31, 2016 and August 31, 2015

Notes to Financial Statements
Report of Independent Registered Accounting Firm dated November 2, 2016
Schedule II: Valuation and Qualifying Accounts

- 16 -

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

AUGUST 31, 2016

- 17 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of
Jewett-Cameron Trading Company Ltd. and Subsidiaries

We have audited the accompanying consolidated financial statements of Jewett-Cameron Trading Company Ltd. and
Subsidiaries (the “Company”), which comprise the consolidated balance sheets as of August 31, 2016 and 2015, and
the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Jewett-Cameron Trading Company Ltd. and Subsidiaries as of August 31, 2016 and 2015, and the
results of its operations and its cash flows for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

Vancouver, Canada

November 2, 2016

“DAVIDSON & COMPANY LLP”

Chartered Professional Accountants

- 18 -

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)
AS OF AUGUST 31

ASSETS

Current assets

Cash
Accounts receivable, net of allowance
of $Nil (August 31, 2015 - $Nil)

Inventory, net of allowance

of $176,717 (August 31, 2015 - $120,824) (note 3)

Note receivable
Prepaid expenses
Prepaid income taxes

Total current assets

2016

2015

$ 4,519,922

$ 4,416,297

3,342,204

8,069,017
-
832,895
596

3,688,247

8,351,575
1,310
719,459
26,570

16,764,634

17,203,458

Property, plant and equipment, net (note 4)

2,954,595

2,231,711

Intangible assets, net (note 5)

150,543

223,250

Total assets

$ 19,869,772

$ 19,658,419

- Continued -

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

- 19 -

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)
AS OF AUGUST 31

Continued

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable
Litigation reserve (note 12(a))
Accrued liabilities

Total current liabilities

Deferred tax liability (note 6)

Total liabilities

Contingent liabilities and commitments (note 12)

Stockholders’ equity

Capital stock (note 8, 9)

Authorized
21,567,564 common shares, without par value
10,000,000 preferred shares, without par value

Issued

2,286,294 common shares (August 31, 2015 – 2,476,832)

Additional paid-in capital
Retained earnings

Total stockholders’ equity

2016

2015

$ 839,972
-
1,473,792

$ 984,955
90,671
1,024,358

2,313,764

2,099,984

31,353

34,300

2,345,117

2,134,284

1,078,759
600,804
15,845,092

1,168,712
600,804
15,754,619

17,524,655

17,524,135

Total liabilities and stockholders’ equity

$ 19,869,772

$ 19,658,419

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

- 20 -

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)
YEARS ENDED AUGUST 31

SALES

COST OF SALES

GROSS PROFIT

OPERATING EXPENSES

Selling, general and administrative
Depreciation and amortization
Wages and employee benefits

Income from operations

OTHER ITEMS

Gain on sale of property, plant and equipment
Interest and other income
Interest expense
Litigation expense (Note 12(a))

2016

2015

$ 48,110,998

$ 42,238,151

38,374,405

33,821,114

9,736,593

8,417,037

1,789,230
276,268
4,055,948

6,121,446

1,814,899
281,762
3,396,793

5,493,454

3,615,146

2,923,583

5,600
15,164
(27)
(115,990)
(95,253)

-
31,993
-
-
31,993

Income before income taxes

3,519,893

2,955,576

Income taxes (note 6)

Current
Deferred

Net income for the year

Basic earnings per common share

Diluted earnings per common share

Weighted average number of common shares outstanding:

Basic
Diluted

1,394,794
(2,947)

1,208,277
(26,672)

2,125,099

1,773,971

$

$

0.87

0.87

$

$

0.69

0.69

2,435,650
2,435,650

2,581,850
2,581,850

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

- 21 -

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Expressed in U.S. Dollars)
YEARS ENDED AUGUST 31

Capital Stock

Number
of Shares

Amount

Additional
paid-in
capital

Retained
earnings

Total

August 31, 2014

2,704,630

$ 1,276,201

$ 600,804

$ 16,321,701

$ 18,198,706

Shares repurchased and cancelled (note 9)
Net income

(227,798)
-

(107,489)
-

-
-

(2,341,053)
1,773,971

(2,448,542)
1,773,971

August 31, 2015

2,476,832

$ 1,168,712

$ 600,804

$ 15,754,619

$ 17,524,135

Shares repurchased and cancelled (note 9)
Net income

(190,538)
-

(89,953)
-

-
-

(2,034,626)
2,125,099

(2,124,579)
2,125,099

August 31, 2016

2,286,294

$ 1,078,759

$ 600,804

$ 15,845,092

$ 17,524,655

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

- 22 -

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
YEARS ENDED AUGUST 31

CASH FLOWS FROM OPERATING ACTIVITIES

Net income for the year
Items not affecting cash:

Depreciation and amortization
Gain on sale of property, plant and equipment
Deferred income taxes
Interest income on litigation
Decrease in litigation reserve

Changes in non-cash working capital items:

Decrease (increase) in accounts receivable
Decrease in note receivable
Decrease in inventory
(Increase) decrease in prepaid expenses
Decrease in prepaid income taxes
Increase in accounts payable and accrued liabilities

2016

2015

$ 2,125,099

$ 1,773,971

276,268
(5,600)
(2,947)
(6,661)
(84,010)

346,043
1,310
282,558
(113,436)
25,974
304,451

281,762
-
(26,672)
(26,716)
-

(1,245,319)
13,690
802,554
43,074
519,777
694,558

Net cash provided by operating activities

3,149,049

2,830,679

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds on sale of property, plant and equipment
Purchase of property, plant and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Redemption of common stock

5,600
(926,445)

(920,845)

-
(293,380)

(293,380)

(2,124,579)

(2,448,542)

Net cash used in financing activities

(2,124,579)

(2,448,542)

Net increase in cash

Cash, beginning of year

Cash, end of year

Supplemental disclosure with respect to cash flows (note 15)

103,625

4,416,297

4,519,922

88,757

4,327,540

4,416,297

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

- 23 -

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

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: MSI-PRO Co. (“MSI”), incorporated April 1996,
Jewett-Cameron Seed Company,
Inc.
(“Greenwood”), incorporated February 2002, and Jewett-Cameron Company, incorporated September 2013.
Jewett-Cameron Trading Company Ltd. and its subsidiaries (the “Company”) have no significant assets in
Canada.

incorporated October 2000, Greenwood Products,

(“JCSC”),

The Company, through its subsidiaries, operates out of facilities located in North Plains, Oregon. JCC’s
business consists of the manufacturing and distribution of specialty metal products and wholesale distribution
of wood products to home centers and other retailers 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. MSI is an importer and distributor of pneumatic
air tools and industrial clamps in the United States. JCSC is 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.

2.

SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

These consolidated financial statements have been prepared in conformity with generally accepted accounting
principles of the United States of America.

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries, JC USA, JCC, MSI, 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.

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
returns, and litigation
contingencies and claims. Actual results could differ from those estimates.

liability and possible product

- 24 -

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

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

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 August 31, 2016, cash was $4,519,922 compared to $4,416,297 at August
31, 2015. At August 31, 2016 and 2015, there were no cash equivalents.

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:

Office equipment
Warehouse equipment
Buildings

Intangibles

3-7 years
2-10 years
5-30 years

The Company’s intangible assets have a finite life and are recorded at cost. The most significant intangible
assets are two patents related to gate support systems. Amortization is calculated using the straight-line
method over the remaining lives of 18 months and 30 months, respectively, and are reviewed annually for
impairment.

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.

- 25 -

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

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

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
If such assets are considered to be impaired, the impairment to be recognized is measured by the
asset.
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 as the Company's operations are based only 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 per share

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

The earnings per share data for the fiscal years ended August 31, 2016 and 2015 are as follows:

Net income

Basic weighted average number of
common shares outstanding

Effect of dilutive securities

Stock options

Diluted weighted average number
of common shares outstanding

2016

2015

$ 2,125,099

$ 1,773,971

2,435,650

2,581,850

-

-

2,435,650

2,581,850

Basic and diluted earnings per common share

$

0.87

$

0.69

Comprehensive income

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

- 26 -

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

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Stock-based compensation

All stock-based compensation is recognized as an expense in the financial statements and such costs are
measured at the fair value of the award.

No options were granted during the years ended August 31, 2016 and 2015, and there were no options
outstanding on August 31, 2016 or 2015.

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 - 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.

Notes receivable - the carrying amounts approximate fair value due to the short-term nature of the amount.

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 August 31, 2016 and 2015 follows:

Cash
Accounts receivable, net of allowance
Note receivable
Accounts payable and accrued liabilities

2016

Carrying
Amount
$4,519,922
3,342,204
-
2,313,764

Fair
Value
$4,519,922
3,342,204
-
2,313,764

2015

Carrying
Amount
$4,416,297
3,688,247
1,310
2,009,313

Fair
Value
$4,416,297
3,688,247
1,310
2,009,313

The following table presents information about the assets that are measured at fair value on a recurring basis
as of August 31, 2016, 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:

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

August 31,
2016

$ 4,519,922

$ 4,519,922

$

—

$

—

Assets:
Cash

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

- 27 -

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

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 carryforwards. 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 is
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 sold and collection of the amounts is reasonably assured.

Reclassifications

Certain reclassifications have been made to prior years’ financial statements to conform to the classifications
used in the current year. Refer to Note 13,”Segment Information”.

Recent Accounting Pronouncements

Management has reviewed the new accounting guidance and determined that there is not a material impact on
our financial statements.

3.

INVENTORY

A summary of inventory as of August 31, 2016 and 2015 follows:

Wood products and metal products
Industrial tools
Agricultural seed products

2016

2015

$ 7,374,255
450,924
243,838

$ 7,376,505
525,667
449,403

$ 8,069,017

$ 8,351,575

- 28 -

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

4.

PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant, and equipment as of August 31, 2016 and 2015 follows:

Office equipment
Warehouse equipment
Buildings
Land

2016

2015

$

615,031
1,498,960
3,697,100
761,924
6,573,015

$

591,124
1,520,724
2,878,849
761,924
5,752,621

Accumulated depreciation

(3,618,420)

(3,520,910)

Net book value

$ 2,954,595

$ 2,231,711

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.

5.

INTANGIBLE ASSETS

A summary of intangible assets as of August 31, 2016 and 2015 follows:

Patent
Other

Accumulated amortization

Net book value

2016
$ 850,000
43,655
893,655
(743,112)

2015
$ 850,000
43,655
893,655
(670,405)

$ 150,543

$ 223,250

- 29 -

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

6.

INCOME TAXES

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

Computed tax at the federal statutory rate
State taxes, net of federal benefit
Depreciation
Inventory reserve
Other

2016

2015

$ 1,194,943
169,869
(5,834)
32,269
3,547

$ 1,002,996
144,893
16,473
33,216
10,699

Provision for income taxes

$ 1,394,794

$ 1,208,277

Current income taxes
Deferred income taxes

$ 1,394,794
(2,947)
$ 1,391,847

$ 1,208,277
(26,672)
$ 1,818,605

Deferred income tax liability as of August 31, 2016 of $31,353 (August 31, 2015 – $34,300) reflects the net
tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

Deferred tax assets:

Allowance for inventory
Allowance for bad debts
Difference between book and tax depreciation

Total deferred tax assets
Valuation allowance

Net deferred tax assets

Net deferred tax liability

2016

2015

$ 78,237
-
28,469

106,706
-

$ 66,745
-
37,014

103,759
-

$ 106,706

$ 103,759

(138,059)

(138,059)

Combined net deferred tax asset (liability)

$ (31,353)

$ (34,300)

7.

BANK INDEBTEDNESS

There was no bank indebtedness under the Company’s line-of-credit as of August 31, 2016 or August 31,
2015. At August 31, 2016, the line of credit borrowing limit was $3,000,000.

Bank indebtedness, when it exists, is secured by an assignment of accounts receivable and inventory. Interest
is calculated solely on the one month LIBOR rate plus 175 basis points (Note 12(b)).

- 30 -

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

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.

CANCELLATION OF CAPITAL STOCK

Treasury stock may be kept based on an acceptable inventory method such as the average cost basis. Upon
disposition or cancellation, the treasury stock account is credited for an amount equal to the number of shares
cancelled, multiplied by the cost per share and the difference is treated as additional paid-in-capital in excess
of stated value.

During the 4th quarter of fiscal 2016 ended August 31, 2016, the Company repurchased and cancelled a total
of 112,152 common shares under a 10b5-1 share repurchase plan. The total cost was $1,378,701 at an average
price of $12.29. The premium paid to acquire these shares over their per share book value in the amount of
$1,325,994 was recorded as a decrease to retained earnings. In addition to the shares repurchased under the
10b5-1 repurchase plan, Donald Boone, President and CEO of the Company, voluntarily returned 15,000
common shares to treasury for cancellation. The Company paid no consideration for the shares. Capital stock
was reduced by the book value of the shares in the amount of $7,124, with a corresponding increase to
retained earnings of $7,124.

During the 3rd quarter of fiscal 2016 ended May 31, 2016, the Company repurchased and cancelled a total of
63,386 common shares under a 10b5-1 share repurchase plan. The total cost was $745,878 at an average price
of $11.77 per share. The premium paid to acquire these shares over their per share book value in the amount
of $715,756 was recorded as a decrease to retained earnings.

During the 4th quarter of fiscal 2015 ended August 31, 2015, the Company repurchased and cancelled a total
of 4,778 common shares under a 10b5-1 share repurchase plan. The total cost was $54,491 at an average price
of $11.41 per share. The premium paid to acquire these shares over their per share book value in the amount
of $52,236 was recorded as a decrease to retained earnings. In addition to the shares repurchased during the
quarter, Donald Boone voluntarily returned 15,000 common shares to treasury for cancellation. The Company
paid no consideration for the shares. Capital stock was reduced by the book value of the shares in the amount
of $7,077, with a corresponding increase to retained earnings of $7,077.

During the 3rd quarter of fiscal 2015 ended May 31, 2015, the Company repurchased and cancelled a total of
89,051 common shares under a 10b5-1 share repurchase plan. The total cost was $1,101,574 at an average
price of $12.37 per share. The premium paid to acquire these shares over their per share book value in the
amount of $1,059,554 was recorded as a decrease to retained earnings.

During the 1st quarter of fiscal 2015 ended November 30, 2014, the Company repurchased and cancelled a
total of 118,969 common shares under a 10b5-1 share repurchase plan. The total cost was $1,292,477 at an
average price of $10.86 per share. The premium paid to acquire these shares over their per share book value in
the amount of $1,236,340 was recorded as a decrease to retained earnings.

- 31 -

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

10.

STOCK OPTIONS

The Company has a stock option program under which stock options to purchase securities from the Company
can be granted to directors and employees of the Company on terms and conditions acceptable to the
regulatory authorities of Canada, notably the Ontario Securities Commission and the British Columbia
Securities Commission.

Under the stock option program, stock options for up to 10% of the number of issued and outstanding
common shares may be granted from time to time, provided that stock options in favor of any one individual
may not exceed 5% of the issued and outstanding common shares. No stock option granted under the stock
option program is transferable by the optionee other than by will or the laws of descent and distribution, and
each stock option is exercisable during the lifetime of the optionee only by such optionee. Generally, no
option can be for a term of more than 10 years from the date of the grant.

The exercise price of all stock options, granted under the stock option program, must be at least equal to the
fair market value (subject to regulated discounts) of such common shares on the date of grant. Options vest at
the discretion of the Board of Directors.

The Company had no stock options outstanding as of the years ended August 31, 2016 and August 31, 2015.

11.

PENSION AND PROFIT-SHARING PLANS

The Company has a deferred compensation 401(k) plan for all employees with at least 12 months of service
pending a monthly enrollment time. The plan allows for a non-elective discretionary contribution based on
the first $60,000 of eligible compensation. For the years ended August 31, 2016 and 2015 the 401(k)
compensation expense was $571,551 and $242,960, respectively.

12.

CONTINGENT LIABILITIES AND COMMITMENTS

a) A subsidiary was a plaintiff in a lawsuit filed in Portland, Oregon, entitled, Greenwood Products, Inc. et al

v. Greenwood Forest Products, Inc. et al., Case No. 05-02553 (Multnomah County Circuit Court).

During fiscal 2002 the Company entered into a purchase agreement to acquire inventory over a 15 month
period with an initial estimated value of $7,000,000 from Greenwood Forest Products, Inc. During the
year ended August 31, 2003, the Company completed the final phase of the inventory acquisition. As
partial consideration for the purchase of the inventory the Company issued two promissory notes, based on
its understanding of the value of the inventory purchased. The Company believes it overpaid the
obligation by approximately $820,000. The holder counterclaimed for approximately $2,400,000.

Litigation was completed on March 5, 2007, with the court’s general judgment and money award. The net
effect was money judgment in favor of Greenwood Forest Products, Inc. for $242,604. The Company
accrued reserves to cover the money judgment related to this dispute. Both parties filed appeals for review
of the court’s opinion.

A series of rulings and appeals between the years ended August 31, 2011 to August 31, 2015, resulted in
the Company recognizing aggregate litigation income of $272,695, and aggregate interest expense of
$363,366 to August 31, 2015, totaling a net loss of $90,671.

- 32 -

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

12.

CONTINGENT LIABILITIES AND COMMITMENTS (cont’d…)

During the year ended August 31, 2016, the Company and Greenwood Forest Products, Inc., settled all
litigation between the two companies. The Company made a cash payment of $200,000 to Greenwood
Forest Products, Inc., as full settlement and termination of the litigation (the “Settlement Payment”). The
litigation expense of $115,990 represents the difference between the Settlement Payment, and the litigation
reserve balance on the date of settlement of $84,010 which is net of interest income recognized for the
period. As a result, to the date of settlement during the year ended August 31, 2016, the Company has
recognized aggregate litigation income, and aggregate interest expense of $156,705, and $363,366
respectively, resulting in an aggregate loss of $206,661.

A summary of the litigation reserve is as follows:

Litigation settlement (1)
Litigation reserve
Interest expense
Interest income
Total

August 31,
2016

$

$

(84,010)
84,010
-
-
-

August 31,
2015

$

$

-
117,387
-
(26,716)
90,671

(1) The litigation reserve was reversed in full upon the settlement reached during the year ended August 31, 2016.

b) At August 31, 2016 and August 31, 2015 the Company had an un-utilized line-of-credit of $3,000,000
(Note 7). The line-of-credit has certain financial covenants. The Company is in compliance with these
covenants.

13.

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.

- 33 -

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

13.

SEGMENT INFORMATION (cont’d…)

Following is a summary of segmented information for the years ended August 31:

Sales to unaffiliated customers:
Industrial wood products
Lawn, garden, pet and other
Seed processing and sales
Industrial tools and clamps

Income (loss) before income taxes:
Industrial wood products
Lawn, garden, pet and other
Seed processing and sales
Industrial tools and clamps
Corporate and administrative

Identifiable assets:
Industrial wood products
Lawn, garden, pet and other
Seed processing and sales
Industrial tools and clamps
Corporate and administrative

Depreciation and amortization:
Industrial wood products
Lawn, garden, pet and other
Seed processing and sales
Industrial tools and clamps
Corporate and administrative

Capital expenditures:
Industrial wood products
Lawn, garden, pet and other
Seed processing and sales
Industrial tools and clamps
Corporate and administrative

Interest expense:

2016

2015

4,704,087
39,286,126
2,927,408
1,193,377
48,110,998

(8,898)
3,253,673
(193,208)
(100,986)
569,312
3,519,893

787,093
10,325,984
359,070
559,582
7,838,043
19,869,772

655
41,283
10,783
1,856
221,691
276,268

-
910,713
15,732
-
-
926,445

-

$

$

$

$

$

$

$

$

$

$

$

4,672,782
32,904,189
2,776,556
1,884,624
42,238,151

91,552
2,118,156
(23,096)
86,184
682,780
2,955,576

1,854,307
8,799,762
878,373
856,287
7,269,690
19,658,419

981
53,549
10,899
2,667
213,666
281,762

-
-
-
-
293,380
293,380

-

$

$

$

$

$

$

$

$

$

$

- 34 -

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

13.

SEGMENT INFORMATION (cont’d…)

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

Sales

$

23,725,076

$

18,124,573

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 fiscal years ended August 31:

2016

2015

United States
Canada
Mexico/Latin America
Europe
Asia/Pacific
Middle East
Africa

2016

2015

44,568,899
1,465,208
1,963,994
6,926
94,285
11,686
-
48,110,998

$

$

39,491,806
1,166,254
1,452,221
-
112,746
12,164
2,960
42,238,151

$

$

All of the Company’s significant identifiable assets were located in the United States as of August 31, 2016
and 2015.

14.

CONCENTRATIONS

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
August 31, 2016, two customers accounted for accounts receivable greater than 10% of total accounts
receivable for a total of 62%. At August 31, 2015, one customer accounted for accounts receivable great than
10% of total accounts receivable for a total of 30%. The Company controls credit risk through credit
insurance and monitoring procedures. The Company performs credit
approvals, credit
evaluations of its commercial customers but generally does not require collateral
to support accounts
receivable.

limits, credit

Volume of business

The Company has concentrations in the volume of purchases it conducts with its suppliers. For the fiscal year
ended August 31, 2016, there were three suppliers which each accounted for greater than 10% of total
purchases, and the aggregate purchases amounted to $21,741,249. For the fiscal year ended August 31, 2015,
there were three suppliers which each accounted for greater than 10% of total purchases, and the aggregate
purchases amounted to $18,852,104.

- 35 -

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

15.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Certain cash payments for the years ended August 31, 2016 and 2015 are summarized as follows:

Cash paid during the year for:

Interest
Income taxes

2016

2015

$
$

-
1,371,707

$
$

-
688,270

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

- 36 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of
Jewett-Cameron Trading Company Ltd. and Subsidiaries

Our report on the consolidated financial statements of Jewett-Cameron Trading Company Ltd. and Subsidiaries as at
August 31, 2016 and 2015 and for the years then ended is included on Page 18 of this Form 10-K. In connection with
our audits of such consolidated financial statements, we have also audited the related consolidated financial statement
Schedule II for the years ended August 31, 2016 and 2015 included in this Form 10-K.

In our opinion, the consolidated financial statement schedule referred to above for the years ended August 31, 2016 and
2015, when considered in relation to the consolidated financial statements taken as a whole, presents fairly in all
material respects the information required to be included therein.

Vancouver, Canada

November 2, 2016

“DAVIDSON & COMPANY LLP”

Chartered Professional Accountants

- 37 -

JEWETT-CAMERON TRADING COMPANY LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
AUGUST 31, 2016

Balance at
Beginning
of Year

Additions
Charged to
Costs and
Expenses

Deductions
Credited to
Costs and
Expenses

Deductions
From
Reserves

Balance at
End of Year

August 31, 2016

Allowance deducted from related
Balance sheet account:
Inventory

August 31, 2015

Allowance deducted from related
Balance sheet account:
Inventory

$ 120,824

$ 55,893

$ 111,756

$

9,068

$

$

-

-

$

-

$ 176,717

$

-

$ 120,824

- 38 -

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

FINANCIAL DISCLOSURE

--- No Disclosure Necessary ---

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management has evaluated, under the supervision and with the participation of our Chief Executive Officer and
Principal Financial Officer, 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 Chief Executive Officer 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 Principal Financial Officer as appropriate to allow timely decisions regarding required
disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f). Under supervision and with the participation of our
management including our Chief Executive Officer and Principal Financial Officer we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated
Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation our management concluded that our internal control over financial reporting was effective as of August 31,
2016.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Management’s report was not subject to attestation by our
registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to
provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Controls

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

ITEM 9B. OTHER INFORMATION

--- No Disclosure Necessary ---

- 39 -

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Table No. 4 lists as of November 2, 2016 the names of the Directors of the Company. The Directors will serve until
the next Annual Shareholders’ Meeting or until a successor is duly elected, unless the office is vacated in accordance
with the Articles/By-Laws of the Company.

Name
Donald M. Boone (2)
Ralph E. Lodewick (1) (2)
Frank G. Magdlen (1) (2)
Adrian Russell-Falla (1) (2)

Table No. 4
Directors

Age
76
81
69
54

Date First
Elected
Or Appointed
July 1987
February 2008
January 2013
May 2015

(1) Member of Audit Committee.
(2) Resident of Oregon, USA and citizen of the United States.

Table No. 5 lists, as of November 2, 2016, the names of the executive officers of the Company. The executive officers
serve at the pleasure of the Board of Directors. All executive officers are residents and citizens of the United States
and spend 100% of their time on the affairs of the Company.

Table No. 5
Executive Officers

Name
Donald M. Boone

Michael C. Nasser

Position
President, Chief Executive Officer and
Treasurer
Corporate Secretary

Age

76
70

Family Relationships/Other Relationships/Arrangements

Date of
Board Approval

July 1987
July 1987

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

Written Management Agreements
--- No Disclosure Necessary ---

Business Experience

Donald M. Boone has over 45 years of management experience and has been Chief Executive Officer of the Company
since its beginning in 1987. Before this he worked for companies including Sunrise Forest Products, Oregon Pacific
Industries, and Tektronix.

Michael C. Nasser has over 40 years of experience in sales and sales management and has worked in this capacity for
the Company since its inception. Prior to this he worked for companies including Sunrise Forest Products and Oregon
Pacific Industries. Mr. Nasser is a graduate of Portland State University.

Ralph E. Lodewick has an extensive business and governance background covering over 45 years. Employers have
included Tektronix, and he has owned businesses involved in art and music. He has served on the board of directors of
City Arts and the Mt. Hood Festival of Jazz. Also, he has been a board member and board president of the Jazz Society
of Oregon and the Multnomah Arts Center Association.

- 40 -

Frank G. Magdlen is chairman of the audit committee. He has over 40 years of business experience during which he
held various financial services positions specializing in investment banking, research on small capitalization companies
and portfolio management. Mr. Magdlen has an MBA from University of Southern California, and an undergraduate
degree from University of Portland. Mr. Magdlen is a Chartered Financial Analyst.

Adrian Russell-Falla to the Company’s Board of Directors. Mr. Russell-Falla is a technology entrepreneur and
innovator. He has extensive marketing and fund-raising experience, and his specialties include business and brand
development in both the for-profit and non-profit sectors, including venture capital markets.

Involvement in Certain Legal Proceedings

There have been no events during the last five years that are material to an evaluation of the ability or integrity of any
director, person nominated to become a director, executive officer, or control person including:

1)

2)

3)

4)

Any bankruptcy petition filed by or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years prior to that time;
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations/other minor offenses);
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his/her
involvement in any type of business, securities or banking activities; and
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity
Futures Trading Commission to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.

Audit Committee Financial Expert

Our Board of Directors has determined that Frank G. Magdlen is the “audit committee financial expert”, as defined in
Item 401(h) of Regulation S-K. Mr. Magdlen is independent as that term is used in Section 240.14a-101 under the
Exchange Act and as defined under NASDAQ Rule 4200 9a) (15).

Audit Committees

The Company has an audit committee, which recommends to the board of directors the engagement of the independent
auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the
Company’s internal accounting controls, and the professional services furnished by the independent auditors to the
Company. The board of directors, in light of the increased responsibilities placed on the audit committee during 2002
by the Sarbanes-Oxley Act and the SEC, adopted an Amended and Restated Charter in late 2002.

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

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

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

The current members of the audit committee are Frank Magdlen (Chairman), Ralph Lodewick, and Adrian Russell-
Falla. All current members of the audit committee are “independent” within the meaning of the new regulations from
the SEC regarding audit committee membership.

The audit committee met two times in fiscal 2015 and two times in fiscal 2016.

- 41 -

Compliance with Section 16(a) of the Exchange Act.

The Company has reviewed the Forms 3 and 4 furnished to the Company under Rule 16a-3(e) of the Securities Exchange
Act during the most recent fiscal year and the Forms 5 furnished to the Company with respect to its most recent fiscal year,
as well as any written representations received by the Company from persons required to file such forms, and management
has determined that a Form 4 filed by Donald Boone on June 22, 2016 was not filed on a timely basis.

Other than the Form 4 filing named above, there were no other reports that failed to be filed on a timely basis as required by
Section 16(a) of the Securities Exchange Act during the most recent fiscal year.

Code of Ethics

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

Limitation of Liability and Indemnification

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

a.
b.
c.
d.

any breach of their duty of loyalty to the Company or its stockholders;
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions; and
any transaction from which the director derived an improper personal benefit.

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

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

ITEM 11. EXECUTIVE COMPENSATION

Table No. 6 details compensation paid or accrued for fiscal 2016, 2015 and 2014 for the Company’s chief executive
officer, each of the Company’s most highly compensated executive officers who were serving as executive officers at
the end of the most recently completed financial year and whose total salary and bonus exceeds $100,000 per year.

- 42 -

Table No. 6
Summary Compensation Table
Executive Officers

Long-term Compensation

Awards

Payouts

Annual Compensation

Salary

Bonus

Other
Annual
Comp.

Restricted
Stock
Awards

Securities
Underlying
Options/
SARS (#)

LTIP
Payouts

All
Other
Comp.

Fiscal
Year

Name and
Principal
Position
Donald Boone, President,
Chief Executive Officer,
Treasurer, Principal
Financial Officer (1)

Michael Nasser,
Corporate Secretary

Murray Smith,
Former Chief
Financial Officer (2)

2016
2015
2014

$ 19,240
$ 29,017
$ 36,000

$
$
$

-
-
-

2016
2015
2014

$177,000
$177,000
$177,000

$50,000
$24,290
$50,000

2015
2014

$ 68,596
$ 87,000

$
$

-
-

$
$
$

$
$
$

$
$

-
-
-

-
-
-

-
-

$
$
$

$
$
$

$
$

-
-
-

-
-
-

-
-

$
$
$

$
$
$

$
$

-
-
-

-
-
-

-
-

$
$
$

$
$
$

$
$

-
-
-

-
-
-

-
-

$ 6,207
$ 5,040
$ 4,320

$ 15,000
$ 8,400
$ 7,200

$ 8,400
$ 7,200

Effective April 1, 2015, Donald Boone voluntarily reduced his salary from $36,000 annually to $9.25 hourly.

(1)
(2) Murray Smith resigned as Chief Financial Officer effective June 15, 2015.

The Company may grant stock options to directors, executive officers and employees. The Company has a 401(k) Plan
which allows for a non-elective discretionary contribution based on the first $60,000 of eligible compensation.

Other than participation in the Company’s stock option plan and 401(k), no funds were set aside or accrued during
fiscal 2016 to provide pension, retirement or similar benefits for directors or executive officers.

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

No executive officer or director received other compensation in excess of the lesser of $25,000 or 10% of such officer's
cash compensation, and all executive officers or directors as a group did not receive other compensation, which
exceeded $25,000 times the number of persons in the group or 10% of the compensation.

Except for our 401(k) Plan we have no material stock option plan, bonus or profit sharing plans pursuant to which cash
or non-cash compensation is or may be paid to our directors or executive officers. Michael Nasser received bonuses,
which were determined by the Chief Executive Officer.

- 43 -

Stock Options

The Company may grant stock options to purchase securities to directors and employees on terms and conditions
acceptable to the regulatory authorities in Canada, notably the Ontario Securities Commission and the British Columbia
Securities Commission. The Company has no formal written stock option plan.

Under our stock option program, stock options for up to 10% of the number of our issued and outstanding common
shares may be granted from time to time, provided that stock options in favor of any one individual may not exceed 5%
of our issued and outstanding common shares. No stock option granted under the stock option program is transferable
by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during
the lifetime of the optionee only by such optionee.

The exercise price of all stock options granted under the stock option program must be at least equal to the fair market
value (subject to regulated discounts) of such common shares on the date of grant, and the maximum term of each stock
option may not exceed ten years and are determined in accordance with Toronto Stock Exchange (“TSX”) guidelines.

No options were granted during fiscal 2015 or fiscal 2016, and as of August 31, 2016 there were no options
outstanding.

401(k) Plan

The Company has a 401(k) Plan which allows for a non-elective discretionary contribution based on the first $60,000
of eligible compensation. In fiscal 2016, the Company made an additional 10% contribution for all eligible employees
as a one-time compensation bonus. For the years ended August 31, 2016 and 2015 the 401(k) compensation expense
was $571,551 and $242,960, respectively. The contributions for Donald Boone were $6,207 and $5,040 for the fiscal
years ended August 31, 2016 and 2015 respectively. The contributions for Michael Nasser were $15,000 and $8,400
for the fiscal years ended August 31, 2016 and 2015 respectively. The contribution for Murray Smith was $Nil and
$8,400 for the fiscal years ended August 31, 2016 and 2015 respectively. There are no un-funded liabilities.

Long-Term Incentive Plan / Defined Benefit or Actuarial Plan

During fiscal 2016 the Company had no Long-Term Incentive Plan (“LTIP”) and no LTIP awards were made. Also,
during fiscal 2016 the Company had no Defined Benefit or Actuarial Plan.

Compensation Committee Interlocks and Insider Participation

The Company has no compensation committee, and the independent members of the board of directors perform
equivalent functions.

No board of director member and none of our executive officers have a relationship that would constitute an
interlocking relationship with executive officers and directors of another entity.

Employment Contracts
Termination of Employment and Change-in-Control Arrangements
--- No Disclosure Necessary ---

Director Compensation

The Company has no formal plan for compensating its directors for their service in their capacity as directors.
Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection
with attendance at meetings of the Board of Directors. The board of directors may award special remuneration to any
director undertaking any special services on behalf of the Company other than services ordinarily required of a director.
During fiscal 2016 the following cash payments were paid to directors to compensate them for board meetings
attended: Frank Magdlen $4,200 (fiscal 2015 - $3,400), Ralph Lodewick $4,200 (fiscal 2015 - $4,200), Adrian
Russell-Falla $1,800 (fiscal 2015 - $Nil), and Ted Sharp $Nil (fiscal 2015 - $4,600). Ted Sharp died on March 20,
2015, and Adrian Russell-Falla was named to the Board effective May 11, 2015.

- 44 -

Executive Officer Compensation

The Company has no compensation committee and a majority of the board of directors performs equivalent functions.

As in prior years all judgments regarding executive compensation for fiscal 2016 were based primarily upon our
assessment of each executive officer’s performance and contribution towards enhancing long-term shareowner value.
We rely upon judgment and not upon rigid guidelines or formulas or short-term changes in our stock price in
determining the amount and mix of compensation for each executive officer.

Decisions concerning 2016 compensation considered each executive officer’s level of responsibility and performance.
As noted above, specific decisions involving 2016 executive officer compensation were ultimately based on a judgment
about the individual executive officer’s performance and contribution towards enhancing long-term shareholder value.

The board of director’s basis for Donald Boone’s compensation was set many years ago, and this compensation
remained unchanged at his request. This amount of compensation is substantially less than what would ordinarily be
considered as normal compensation for being Chief Executive Officer of the Company. During fiscal 2015, Mr. Boone
requested that his compensation be reduced from $36,000 annually to $9.25 per hour, the then current minimum wage
in the State of Oregon. The reduction was approved by the Board of Directors and became effective April 1, 2015.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The Company is a publicly owned corporation. It is not controlled directly or indirectly by another corporation or any
foreign government.

Table No. 7 shows directors, executive officers, and 5% shareholders who beneficially owned the Company’s common
stock and the amount of the Company’s voting stock owned as of November 2, 2016.

Table No. 7.
Shareholdings of Directors, Executive Officers,
and 5% Shareholders

Class

Common
Common
Common
Common
Common

Name
and Address of
of Beneficial Owner

Donald M. Boone
Michael C. Nasser
Ralph Lodewick
Frank Magdlen
Adrian Russell-Falla

Amount of Beneficial
and Voting
Ownership

750,769
251,694
Nil
Nil
Nil

1,002,463

Percent of
Class (1)

32.8%
11.0%
-
-
-

43.8%

Total directors, executive officers, and 5% shareholders

(1)

Based on 2,286,294 shares outstanding as of November 2, 2016.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

There have been no transactions or proposed transactions, which have materially affected or will materially affect the
Company in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common
stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material
indirect interest.

- 45 -

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The audit committee is directly responsible for the appointment, compensation and oversight of auditors; and has the
authority and the funding to engage independent counsel and other outside advisors.

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

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

Fees, including reimbursements for expenses and for professional services rendered by Davidson & Company, LLP
Chartered Accountants to the Company were:

Principal Accountant
Fees and Services

Audit fees
Tax fees
All other fees (1)

Total

(1) FY2016:

$8,250 to review the Q1 Form 10Q
$8,250 to review the Q2 Form 10Q
$8,250 to review the Q3 Form 10Q

FY2015:

$8,250 to review the Q1 Form 10Q
$8,250 to review the Q2 Form 10Q
$8,250 to review the Q3 Form 10Q

Fiscal Year

2016

2015

$ 90,000
8,500
24,750

$ 90,000
3.500
24,750

$ 123,250

$ 118,250

- 46 -

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(A) Financial Statements and Schedules:

(B) Exhibits:

2.

3.

3.1

4.

9.
10.

11.
12.
13.

14.
16.
18.
21.
22.

23.
24.
31.
32.
99.

Plan of acquisition, reorganization, arrangement, liquidation or succession:
No Disclosure Necessary
Articles of Incorporation/By-Laws:
Incorporated by reference to Form 10 Registration Statement, as amended.
Notice of Articles dated May 1, 2013
(filed as an exhibit to the Fiscal 2013 Form 10-K Annual Report filed on October 30, 2013)
Instruments defining the rights of holders, including indentures
--- Refer to Exhibit #3 ---
Voting Trust Agreements: No Disclosure Necessary.
Material Contracts:
Incorporated by reference to Form 10 Registration Statement, as amended.
Statement re Computation of Per Share Earnings: No Disclosure Necessary
Statements re computation of ratios: No Disclosure Necessary
Annual Report to security holders, Form 10-Q or quarterly report to security holders:
No Disclosure Necessary
Code of Ethics: No Disclosure Necessary
Letter on Change of Certifying Accountant: No Disclosure Necessary
Letter on change in accounting principles: No Disclosure Necessary
Subsidiaries of the Registrant: Refer to page 4 of this Form 10-K
Published report regarding matters submitted to vote
No Disclosure Necessary
Consent of Experts and Counsel: No Disclosure Necessary
Power of Attorney: No Disclosure Necessary
Rule 13a-14a/15d-14(a) Certifications
Section 1350 Certifications
Additional Exhibits: No Disclosure Necessary

101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE

XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document

- 47 -

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURE PAGE

Jewett-Cameron Trading Company Ltd.
Registrant

Dated: November 2, 2016

By:

/s/ “Donald M. Boone”
Donald M. Boone,
President/CEO/Treasurer/Director/Principal
Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: November 2, 2016

Dated: November 2, 2016

Dated: November 2, 2016

Dated: November 2, 2016

Dated: November 2, 2016

By:

/s/ “Donald M. Boone”
Donald M. Boone,
President/CEO/Treasurer/Director/Principal
Financial Officer

By:

/s/ “Michael C. Nasser”

Michael C. Nasser,
Corporate Secretary

By: /s/ “Ralph E. Lodewick”
Ralph E. Lodewick,
Director

By: /s/ “Frank Magdlen”
Frank Magdlen,
Director

By: /s/ “Adrian Russell-Falla”
Adrian Russell-Falla,
Director

- 48 -