Jewett-Cameron signs $5.9M property sale agreement

The buyer's purchase obligation depends on satisfactory due diligence and approval by the Washington County Board of Commissioners.

Rhea-AI Filing Summary

Jewett-Cameron Trading Company Ltd. reported that its wholly owned subsidiary, JC USA Inc., entered into an agreement to sell its surplus seed property in Hillsboro, Oregon, to Washington County for $5,900,000. The buyer’s obligation to purchase is subject to satisfactory due diligence, approval by the Washington County Board of Commissioners, and other conditions.

The buyer will deposit $200,000 in earnest money through a promissory note, which is applied against the purchase price and converts to non-refundable cash under certain circumstances. The buyer may extend the due diligence period for up to two additional 30-day periods at $50,000 each. Closing is to occur within 15 days after the inspection periods expire, subject to a further extension of up to 15 days. A 5% commission is payable to the buyer’s and seller’s brokers at closing. No amounts are currently outstanding under the company’s credit facility with Northrim Funding Services; any sale proceeds would first reduce certain amounts outstanding under that facility.

Filing Explained

If the buyer fails to close through no fault of the seller, the seller’s sole remedy is to retain the earnest money; if the seller fails to close through no fault of the buyer, the buyer may recover the earnest money and up to $20,000 in third-party costs or seek specific performance.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Purchase price: $5,900,000 Earnest money: $200,000 Initial due diligence period: 180 days +4 more

7 metrics

Purchase price $5,900,000 Agreed price for the surplus seed property

Earnest money $200,000 Promissory note deposited into escrow and applied against the purchase price

Initial due diligence period 180 days Period before which the buyer may terminate and have the note canceled and returned

Due diligence extensions Up to two additional 30-day periods at $50,000 each Extension terms for the buyer

Broker commission 5% of the Purchase Price Aggregate commission payable at closing to brokers for the buyer and seller

Closing period Within 15 days after expiration of the inspection periods, subject to a further extension of up to 15 additional days Closing timing stated in the agreement

Buyer transaction-cost reimbursement Up to $20,000 One remedy if the seller fails to close through no fault of the buyer

Key Terms

earnest money, due diligence, liquidated damages, specific performance

4 terms

earnest money financial

"deposit into escrow earnest money of $200,000"

due diligence technical

"initial 180-day due diligence period"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

liquidated damages technical

"retain the earnest money as liquidated damages"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

specific performance technical

"or to seek specific performance"

A court-ordered remedy that requires a party to carry out its contractual promise instead of paying money damages. Think of it like a judge telling someone who promised to deliver a rare item to actually hand it over rather than just giving cash; for investors, it can force completion of a share sale, merger step, or asset transfer and so directly affects timing, ownership and expected value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Jewett-Cameron (JCTC) selling its surplus seed property for?

The purchase price in the agreement is $5,900,000 for the surplus seed property being sold by JC USA Inc. to Washington County.

What happens to the $200,000 earnest money if Washington County terminates the JCTC property agreement?

The $200,000 promissory note is subject to cancellation and return to Washington County if it terminates the agreement before the initial 180-day due diligence period expires. The buyer may extend for up to two additional 30-day periods at $50,000 each.

When is the JCTC property sale expected to close?

Closing is to occur on a business day mutually agreed by the parties within 15 days after the inspection periods expire, subject to a further extension of up to 15 additional days.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:10 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:10 PM EDT Learn about SEC filing dates

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

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2026

JEWETT-CAMERON TRADING COMPANY LTD.
(Exact name of registrant as specified in its charter)

A1BRITISH COLUMBIA	000-19954	00-0000000
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

32275 N.W. Hillcrest, North Plains, OR 97133
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (503) 647-0110

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, no par value		JCTC		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Jewett-Cameron Trading Company Ltd. (the “Company”) has reached an agreement to sell its surplus seed property to Washington County for a purchase price of $5,900,000.00 (the “Purchase Price). On October 19, 2026, JC USA Inc. (“Seller”), a wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Washington County, a political subdivision of the State of Oregon (“Buyer”), providing for the sale of the real property located at 31345 NW Beach Rd., Hillsboro, Washington County, Oregon (the “Property”), for the Purchase Price.

The Buyer will deposit into escrow earnest money of $200,000.00 in the form of a promissory note (the “Note”) that converts to non-refundable cash under certain circumstances and is applied against the Purchase Price. The Note is subject to cancellation and return to Buyer if Buyer terminates the Purchase Agreement prior to expiration of its initial 180-day due diligence period. The Buyer may extend for up to two additional 30-day periods at a cost of $50,000 each (through conversion of the Note), which cash is non-refundable except upon a termination by Buyer as a result of a default by Seller.

Buyer’s obligation to purchase the Property is subject to satisfaction or waiver of certain conditions, including Buyer’s satisfactory completion of its due diligence review of the Property and approval by the Washington County Board of Commissioners, as well as other conditions set forth in the Purchase Agreement.

Closing of the transaction is to occur on a business day mutually agreed by the parties within 15 days after expiration of the inspection periods, subject to a further extension of up to 15 additional days. If Buyer fails to close through no fault of Seller, Seller’s sole remedy is to retain the earnest money as liquidated damages. If Seller fails to close through no fault of Buyer, Buyer’s remedy is either to terminate the Purchase Agreement, receive a refund of the earnest money and be reimbursed for up to $20,000 of its out-of-pocket third-party transaction costs, or to seek specific performance.

In connection with the transaction, a real estate commission equal to an aggregate of 5% of the Purchase Price is payable at closing to the brokers for Buyer and Seller. To the extent of any amounts outstanding under the Company’s credit facility with Northrim Funding Services, the proceeds of any sale of the Property will first go to reduce certain of such amounts outstanding. There are currently no amounts outstanding under the credit facility.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2026.

Item 9.01. Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

				JEWETT-CAMERON TRADING COMPANY LTD.
Date: October 23, 2026				By:		/s/ “Chad Summers”
				Name:		Chad Summers
				Title:		President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.3 KB
• EX-101 XBRL DEFINITION FILE 2.8 KB
• EX-101 XBRL LABEL FILE 51.4 KB
• EX-101 XBRL PRESENTATION FILE 34.5 KB