Benefit-Focused Governance

The KanaboStream Community was developed by the team at CMTREX: the Cannabis Mercantile Trade Exchange. Our benefit-focused company is incorporated in the Republic of Serbia as CMTREX Regeneration Ltd.and in Canada as CMTREX Regeneration Ltd., a Canadian Federal Corporation, corporation number 1232215-3. In Serbia, there is currently no available Benefit Corporation legal structure that would make it possible for us to prioritize stakeholder benefit above shareholder return. In Canada, incorporation in British Columbia as a Benefit Company is available; however, our company is a Federal Corporation and therefore we are incorporated with amended Articles. Our team believes that the days of shareholder primacy have long ago run their course, and that a new dawn is here for a regenerative economy that creates benefit for all stakeholders.

On October 5th 2020, our Board of Directors adopted a Resolution that would make it possible for us to publish our CMTREX Regeneration Ltd. Canada Articles of Incorporation as adapted to Benefit Corporation legal guidelines, and to publicise our policies and commitments related to a stakeholder-driven approach to business.

Mission-Driven Shareholders

Saul Singer, representing Alma Kayma Benefit Company in British Columbia Canada

Ron Goldschlager, representing Moolatan PTY Ltd. as trustee for Hermal Timber Nominees Superannuation Fund, in Australia

Raphael Bitterman, representing Roshem Ventures Ltd. Benefit Company in British Columbia, Canada

Benefit-Focused Governance

Restrictions on Share Transfers

Directors and Officers may also consider the resources, intent and conduct (past, stated and potential) of any person seeking to acquire control of the Corporation, and any other pertinent factors or the interests of any other group that they deem appropriate, consistent with the Corporation’s purpose to create measurable social and environmental benefit. The Board of Directors shall consider the above-defined consideration and review of intent to purchase shares as being in the best interests of the Corporation in order to preserve the defined commercial purposes and social and environmental benefit purposes.

Restrictions on Business

The Corporation shall include in all of its business practices, policies and standards, a public benefit purpose of material positive impact on society and the environment. The Corporation shall have the right to name specific public benefit purposes. The commercial purpose of the Corporation is to develop business to consumer and business to business trading, educational and social networking platforms, both online and physically in the form of clearinghouses and innovation centers, for the purpose of facilitating sustainable development across the industrial hemp and medical cannabis industry, inclusive of medical cannabis, through the prioritization of natural, organic and impact-verified products. The Corporation develops digital trading platforms and online communities for positive social and environmental impact. The Corporation additionally provides business development and advisory services to companies and organizations seeking to improve their triple bottom line performance for people, planet and profit. The further commercial purpose of the Corporation is the direct and active management of online communities and platforms for positive social and environmental impact beyond financial return, investment into and development of such communities and platforms, and the development of global digital and physical networks, including agricultural initiatives and innovation centers, for positive impact. In accordance with the definitions and scope of business above, the corporation shall refrain from engaging clientele or developing projects and ventures that do not have a proven commitment to improve, measure and actively manage their social and environmental impact.

Benefit-Purpose Articles

1.1. The Commitments of the Corporation include, and are not limited to, the following:

 

1.1.a. In both rural and urban environments, the Corporation hereby commits to supporting local economies by developing and investing in infrastructure, both in the form of real estate and information technology, that leads to job creation as well as developing programming that mitigates local economic challenges and poverty by providing access to skills training and continuously improving working conditions.

 

1.1.b. The Corporation hereby commits to serving previously underemployed or unemployed individuals by providing them with employment that ensures proper training, the improvement of long-term employment prospects and better access to healthcare benefits and pension funds.

 

1.1.c. The Corporation hereby commits to addressing and working to resolve environmental challenges by investing in and developing businesses and products that reduce the usage of agricultural chemicals, plastics and related chemicals, and in general terms the reduction or elimination of chemicals scientifically-proven to pose risks to human and animal health.

 

1.1.c. The Corporation hereby commits to utilizing impact metrics to measure outcomes in order to substantiate the integrity of the global CMTREX membership and active trading network, including individuals, organizations, product developers, cultivators, businesses, new ventures, nonprofits, and members of the wider community. Elements of social, environmental, and financial return are tracked throughout the value chain. Improved governance policies, corporate culture, communications, business development and marketing strategy are implemented as part of a purpose-driven focus.

2.1. The Corporation shall include in its business practices, policies and standards, a commitment to specific public benefit purposes that are inclusive of material positive impact on society and the environment. The Corporation shall have the right to name specific public, charitable, cultural, educational, social and environmental benefit purposes and actualize such a commitment by implementing policies, procedures, strandards, practices, by-laws and business strategies that further define and measure the results of the aforementioned purposes.

 

2.2. Potential Directors and Officers of the Corporation must agree to, and substantiate their commitment to, the Corporation’s Social and Environmental benefit as established and defined by the Board of Directors prior to commencing the duties of a Director or Officer of the Corporation and shall remain committed to, as well as document and substantiate his or her commitment to, the the benefit purposes as defined by Article 1 and established by the Board of Directors.

3.1. The Directors shall, acting fairly and responsibly, consider the short-term and the long-term interests of the corporation. The Directors shall achieve this objective by considering the impact of their decisions on, as well as obtaining feedback and input from, the corporation's shareholders, employees, contractors, suppliers, creditors and consumers, as well as the government and representatives of environmental, non-profit, charitable and cultural organisations (the "Stakeholders"), and the community and society in which the corporation operates, to inform their decisions.

 

3.2. In discharging his or her duties, and in determining what is in the best interests of the corporation, each director may consider all of the Stakeholders (defined above in Article 2.1.) and shall not be required to regard the interests of any particular Stakeholder as determinative.

 

3.3. Nothing in this Article express or implied, is intended to create or shall create or grant any right in or for any person other than a shareholder or any cause of action by or for any person other than a shareholder.

 

3.4. Notwithstanding the foregoing, any Director is entitled to rely upon the definition of "best interests" as set forth above in enforcing his or her rights hereunder, and under province law and such reliance shall not, absent another breach, be construed as a breach of a Director's fiduciary duty of care, even in the context of a Change in Control Transaction where, as a result of weighing other Stakeholders' interests, a Director determines to accept an offer, between two competing offers, with a lower price per share.

 

3.5. Directors and Officers shall consider the impact of their decisions on society and the environment and measure such impact through the implementation of impact metrics according to current, recognized and acceptable global third-party standards, including but not limited to the B Impact Assessment, GIIRS and Iris Metrics, Provenance labelling, Blockchain for Impact, and as defined by thought leadership and best practices across the Impact Investing sector.

 

3.6. Directors and Officers may also consider the resources, intent and conduct (past, stated and potential) of any person seeking to acquire control of the Corporation, and any other pertinent factors or the interests of any other group that they deem appropriate, consistent with the Corporation’s purpose to create measurable social and environmental benefit.

4.1. The Corporation shall publish annual benefit reports regarding its social and environmental performance utilizing a comprehensive, credible, independent and transparent third-party standard such as the Impact Reporting & Investment Standards (IRIS) developed by the Global Impact Investing Network.

 

4.2. The annual Benefit Report(s) shall be delivered and made available to: 1) all shareholders; and 2) the Corporation’s public website with exclusion of proprietary data and trade secrets.

 

4.3. The annual Benefit Report(s) shall contain a narrative description of:

 

4.3.a. the process and rationale for selecting the third-party standard utilized to prepare the benefit report;

 

4.3.b. the ways in which the Corporation pursued general public, charitable, cultural, social and environmental benefit during the year and the extent to which general public benefit was created;
4.3.c. any circumstances that have hindered the creation of general or specific public, charitable, cultural, social and environmental benefit by the Corporation.

 

4.4. The annual report shall also include:

 

4.4.a. an assessment of the financial performance of the Corporation, relative to its general public, charitable, cultural, social and environmental benefit purpose assessed against a third-party standard applied consistently with any application of that standard in prior annual benefit reports or accompanied by an explanation of the reasons for any inconsistent application (and, assessment of the performance of the Corporation, relative to its specific public benefit purpose or purposes);

 

4.4.b. Correlation between measured public, charitable, cultural, social and environmental benefit achieved by the Corporation and the Corporation’s pre-tax revenue and after-tax Returns on Investment provided to the Corporation’s investors. The Corporation shall implement software applications for the purpose of tracking and substantiating
the correlation defined in this Article.