Exhibit 1.01

 

Akoustis Technologies, Inc.

Conflict Minerals Report

For The Calendar Year Ended December 31, 2020

 

This Conflict Minerals Report (this “Report”) of Akoustis Technologies, Inc. for the calendar year ended December 31, 2020 (the “Reporting Period”) is filed in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), and pursuant to the Company’s Specialized Disclosure Report on Form SD (“Form SD”) for the Reporting Period filed with the Securities and Exchange Commission (the “SEC”). The Rule imposes certain reporting and disclosure obligations on SEC registrants for which cassiterite, columbite-tantalite, gold, wolframite, or their derivatives, which are limited to tin, tantalum and tungsten (“conflict minerals”) are necessary to the functionality or production of a product manufactured, or contracted to be manufactured, by the registrant.

 

References in this Report to “Akoustis,” “the Company,” “we,” “our,” or “us” refer to Akoustis Technologies, Inc. and its subsidiary, on a consolidated basis, unless otherwise indicated or the context otherwise requires.

 

Company and Product Overview

 

Akoustis is focused on developing, designing, and manufacturing innovative radio frequency (“RF”) filter products for the wireless industry, including for products such as smartphones and tablets, cellular infrastructure equipment, WiFi Customer Premise Equipment (“CPE”), and military and defense communication applications. Located between the device’s antenna and its digital backend, the RF front-end (“RFFE”) is the circuitry that performs the analog signal processing and contains components such as amplifiers, filters and switches. To construct the resonator devices that are the building blocks for its RF filters, the Company has developed a family of novel, high purity acoustic piezoelectric materials as well as a unique microelectromechanical system (“MEMS”) wafer process, collectively referred to as XBAW™ technology. The Company leverages its integrated device manufacturing (“IDM”) business model to develop and sell high performance RF filters using its XBAWTM technology. Filters are critical in selecting and rejecting signals, and their performance enables differentiation in the modules defining the RFFE.

 

Design of Conflict Minerals Program

 

Akoustis’ due diligence framework with regards to conflict minerals, which is summarized below, is designed to conform with the Organization for Economic Co-operation and Development (“OECD”) Guidance for Responsible Supply Chains for Minerals from Conflict-Affected and High Risk Areas, and the Supplements on Tin, Tantalum and Tungsten and on Gold.

 

Step 1- Establish strong company management systems

 

Adopt a Conflict Mineral Policy and make it publicly available on our website. (https://akoustis.com/wp-content/uploads/2020/06/AKOUSTIS-TECHNOLOGIES-Conflict-Minerals-Statement.v2.pdf )
Establish an internal conflict minerals process, led by our Vice President of Quality, to implement our Conflict Minerals Policy, which reports program activities to executive management on a regular basis.
Establish a confidential hotline to enable employees, suppliers and stakeholders to report any concerns and violations, and for general inquiries.
Maintain records relating to our conflict minerals program.

 

 

 

 

Step 2- Identify and assess risks in the supply chain

 

Utilize the Conflict Minerals Reporting Template (“CMRT”), a standardized reporting template developed by the Responsible Minerals Initiative (“RMI”) to identify smelters and refiners (“SORs”) that process the necessary conflict minerals contained in our products.

Survey our supply chain using the CMRT, requesting identified direct suppliers to identify SORs and country of origin of the conflict minerals.
Contact suppliers who returned CMRT information with trigger items on which to follow up based on internally defined criteria.
Compare our final SORs list against the list of facilities maintained by the Responsible Minerals Assurance Process (“RMAP”) to identify which SORs are conformant to RMAP’s standards.

 

Step 3- Design and implement a strategy to respond to identified risks

 

Devise a risk management plan to respond to identified risks in the event that Akoustis’ due diligence process identifies smelters in the supply chain sourcing or processing conflict minerals from the Democratic Republic of Congo or adjoining countries (together, the “DRC”), and are not RMAP conformant.
Perform risk mitigation efforts by encouraging suppliers to purchase materials from SORs validated as supporting responsible mineral procurement by an independent auditor in conformance with the RMAP assessment protocols.
Provide status reports including information on the source and chain of custody of conflict minerals in our supply chain to our senior management regularly, and at least annually.

 

Step 4- Independent third-party audit of SORs’ due diligence practices

 

As Akoustis does not source directly from conflict minerals processing facilities, we rely on the risk management and due diligence processes of RMI’s RMAP, including the program’s independent third-party audit process.

 

Step 5- Report annually on supply chain due diligence

 

In accordance with the Rule, Akoustis will file a Form SD and, as applicable, a conflict minerals report with SEC on an annual basis. In accordance with the OECD guidelines and the Rule, this Report is available on our website at www.akoustis.com.

 

Description of Due Diligence Measures Performed

 

Compared our final SORs list (compiled based on information received from suppliers) against the list of facilities maintained by RMAP to identify which SORs are RMAP conformant or active.
Provided status reports including information on the source and chain of custody of conflict minerals in our supply chain to our senior management.

 

Results of Our Due Diligence Measures

 

Akoustis uses tin, tantalum, tungsten and gold (“3TG”) in the design and manufacture of certain of its products and is therefore a “downstream” company in the conflict minerals supply chain. Due to the nature of our supply chain, we do not typically have a direct relationship with 3TG SORs. Our manufacturing operations employ a wide variety of semiconductors, electromechanical components and raw materials that are also supplied by other downstream companies in the supply chain. Our due diligence process involves seeking data from our relevant suppliers, and these suppliers seeking similar information from their supply chain in order to identify the sources for the necessary conflict minerals. We rely on the good faith efforts of our supply chain to provide us with reasonable data. We also depend largely on information collected and provided by RMI obtained through its independent third-party audit programs, such as RMAP. We achieved a response rate of 100% for our supply chain survey.

 

Many of our suppliers sourced 3TG from a variety of upstream sources and provided information to us on an aggregated, company-wide level. Due to the fungible nature of these materials, we understand that these suppliers were unable to trace the 3TG that they source into the products provided to any particular customer (including Akoustis). As a result, our list of SORs may contain more facilities than are actually used in our supply chain.

 

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We compare SORs declared by our suppliers against the list of facilities that are conformant with the RMAP’s standards for responsible mineral procurement and obtain countries of origin information (when available) from RMI. We have identified 100 SORs determined to be legitimate processing facilities by the RMI, of which all 100 have been validated as RMAP conformant.

 

As reported to us by our relevant suppliers, we have included a list of SORs determined to be legitimate processing facilities by the RMI and the locations of these facilities in Table 1 below.

 

As previously noted, because of the nature of our supply chain, we do not typically have any direct relationship with 3TG SORs. Therefore, as noted above, we contributed to the improvement of SOR diligence practices by working through our supply chain and RMI.

 

Ongoing Improvement Efforts

 

For the next reporting period, we intend to continue taking steps to further mitigate the risk that conflict minerals that are necessary to the functionality or production of our products finance or benefit armed groups in the DRC.

 

These steps include:

 

a.work with relevant suppliers to update their conflict minerals reporting template using the latest CMRT, and verify the identified smelters with the latest RMI’s updated RMI list;
b.continue to refine our conflict minerals program to improve our reasonable due diligence measures in our effort to determine the source and chain of custody of conflict minerals;
c.work with suppliers and others on industry-wide solutions to enable products that are DRC conflict free; and
d.extend RCOI and due diligence measures to any entities and businesses acquired in the future.

 

Table of Conflict Minerals Processing Smelters or Refiners

 

Set forth in the table below is a list of the 100 SORs identified by our suppliers as possibly being used to process 3TG. RMAP statuses set forth in the lists below are based on information provided by RMI as of May 1, 2021. Our efforts to determine the mine or location of origin of our necessary conflict minerals are set forth above in “Description of Due Diligence Measures Performed” and “Results of Our Due Diligence Measures”.

 

Table 1: Smelters and Refiners

 

Metal Smelter Name Smelter Country RMI Smelter Identification
Gold Matsuda Sangyo Co., Ltd. JAPAN CID001119
Gold Metalurgica Met-Mex Penoles S.A. De C.V. MEXICO CID001161
Gold Mitsubishi Materials Corporation JAPAN CID001188
Gold Mitsui Mining and Smelting Co., Ltd. JAPAN CID001193
Tantalum Mitsui Mining and Smelting Co., Ltd. JAPAN CID001192
Gold Nihon Material Co., Ltd. JAPAN CID001259

 

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Metal Smelter Name Smelter Country RMI Smelter Identification
Gold Aida Chemical Industries Co., Ltd. JAPAN CID000019
Gold Asaka Riken Co., Ltd. JAPAN CID000090
Gold Dowa JAPAN CID000401
Gold Eco-System Recycling Co., Ltd. East Plant JAPAN CID000425
Gold Ishifuku Metal Industry Co., Ltd. JAPAN CID000807
Gold Kennecott Utah Copper LLC UNITED STATES OF AMERICA CID000969
Gold Kojima Chemicals Co., Ltd. JAPAN CID000981
Gold Sumitomo Metal Mining Co., Ltd. JAPAN CID001798
Gold Tanaka Kikinzoku Kogyo K.K. JAPAN CID001875
Gold Tokuriki Honten Co., Ltd. JAPAN CID001938
Tungsten Chongyi Zhangyuan Tungsten Co., Ltd. CHINA CID000258
Tungsten Japan New Metals Co., Ltd. JAPAN CID000825
Tungsten Ganzhou Huaxing Tungsten Products Co., Ltd. CHINA CID000875
Tungsten Xiamen Tungsten Co., Ltd. CHINA CID002082
Tungsten Xiamen Tungsten (H.C.) Co., Ltd. CHINA CID002320
Gold Argor-Heraeus S.A. SWITZERLAND CID000077
Gold Umicore S.A. Business Unit Precious Metals Refining BELGIUM CID001980
Gold Umicore Brasil Ltda. BRAZIL CID001977
Gold SAXONIA Edelmetalle GmbH GERMANY CID002777
Gold WIELAND Edelmetalle GmbH GERMANY CID002778
Gold Shandong Zhaojin Gold & Silver Refinery Co., Ltd. CHINA CID001622
Gold The Refinery of Shandong Gold Mining Co., Ltd. CHINA CID001916
Gold Allgemeine Gold-un Silberscheideanstalt A.G. GERMANY CID000035
Gold AngloGold Ashanti Corrego do Sitio Mineracao BRAZIL CID000058
Gold Aurubis AG GERMANY CID000113
Gold Boliden AB SWEDEN CID000157
Gold C. Hafner GmbH + Co. KG GERMANY CID000176
Gold Chimet S.p.A. ITALY CID000233
Gold Istanbul Gold Refinery TURKEY CID000814

 

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Metal Smelter Name Smelter Country RMI Smelter Identification
Gold LS-NIKKO Copper Inc. KOREA, REPUBLIC OF CID001078
Gold Metalor Technologies (Hong Kong) Ltd. CHINA CID001149
Gold Metalor Technologies (Singapore) Pte., Ltd. SINGAPORE CID001152
Gold PAMP S.A. SWITZERLAND CID001352
Gold United Precious Metal Refining, Inc. UNITED STATES OF AMERICA CID001993
Gold Heimerle + Meule GmbH GERMANY CID000694
Gold JX Nippon Mining & Metals Co., Ltd. JAPAN CID000937
Tin Malaysia Smelting Corporation (MSC) MALAYSIA CID001105
Gold Metalor Technologies S.A. SWITZERLAND CID001153
Gold Heraeus Metals Hong Kong Ltd. CHINA CID000707
Gold Heraeus Precious Metals GmbH & Co. KG GERMANY CID000711
Gold Asahi Pretec Corp. JAPAN CID000082
Gold Asahi Refining Canada Ltd. CANADA CID000924
Gold Asahi Refining USA Inc. UNITED STATES OF AMERICA CID000920
Gold Metalor USA Refining Corporation UNITED STATES OF AMERICA CID001157
Gold CCR Refinery - Glencore Canada Corporation CANADA CID000185
Gold Materion UNITED STATES OF AMERICA CID001113
Gold Royal Canadian Mint CANADA CID001534
Tantalum Changsha South Tantalum Niobium Co., Ltd. CHINA CID000211
Tantalum Exotech Inc. UNITED STATES OF AMERICA CID000456
Tantalum F&X Electro-Materials Ltd. CHINA CID000460
Tantalum JiuJiang JinXin Nonferrous Metals Co., Ltd. CHINA CID000914
Tantalum Jiujiang Tanbre Co., Ltd. CHINA CID000917

 

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Metal Smelter Name Smelter Country RMI Smelter Identification
Tantalum NPM Silmet AS ESTONIA CID001200
Tantalum D Block Metals, LLC UNITED STATES OF AMERICA CID002504
Tantalum FIR Metals & Resources Ltd. CHINA CID002505
Tantalum Ningxia Orient Tantalum Industry Co., Ltd. CHINA CID001277
Tantalum Ulba Metallurgical Plant JSC KAZAKHSTAN CID001969
Tantalum H.C. Starck Tantalum and Niobium GmbH GERMANY CID002545
Tantalum H.C. Starck Co., Ltd. THAILAND CID002544
Tantalum H.C. Starck Hermsdorf GmbH GERMANY CID002547
Tantalum H.C. Starck Inc. UNITED STATES OF AMERICA CID002548
Tantalum Global Advanced Metals Boyertown UNITED STATES OF AMERICA CID002557
Tantalum Asaka Riken Co., Ltd. JAPAN CID000092
Tantalum Jiangxi Tuohong New Raw Material CHINA CID002842
Tungsten Kennametal Huntsville UNITED STATES OF AMERICA CID000105
Tungsten Global Tungsten & Powders Corp. UNITED STATES OF AMERICA CID000568
Tungsten Hunan Chenzhou Mining Co., Ltd. CHINA CID000766
Tungsten Hunan Chunchang Nonferrous Metals Co., Ltd. CHINA CID000769
       
Tungsten Jiangxi Xinsheng Tungsten Industry Co., Ltd. CHINA CID002317
Tungsten Jiangxi Gan Bei Tungsten Co., Ltd. CHINA CID002321
Tungsten H.C. Starck Tungsten GmbH GERMANY CID002541
Tungsten Jiangwu H.C. Starck Tungsten Products Co., Ltd. CHINA CID002551
Tungsten A.L.M.T. Corp. JAPAN CID000004
Tungsten Wolfram Bergbau und Hutten AG AUSTRIA CID002044
Tungsten Ganzhou Seadragon W & Mo Co., Ltd. CHINA CID002494
Tungsten Chenzhou Diamond Tungsten Products Co., Ltd. CHINA CID002513
Tungsten Masan Tungsten Chemical LLC (MTC) VIET NAM CID002543
Tungsten Niagara Refining LLC UNITED STATES OF AMERICA CID002589
Tungsten Ganzhou Haichuang Tungsten Co., Ltd. CHINA CID002645
Tungsten Hydrometallurg, JSC RUSSIAN FEDERATION CID002649

 

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Metal Smelter Name Smelter Country RMI Smelter Identification
Tungsten Lianyou Metals Co., Ltd. TAIWAN, PROVINCE OF CHINA CID003407
Tin Gejiu Non-Ferrous Metal Processing Co., Ltd. CHINA CID000538
Tin Mineracao Taboca S.A. BRAZIL CID001173
Tin Minsur PERU CID001182
Tin Mitsubishi Materials Corporation JAPAN CID001191
Tin Operaciones Metalurgicas S.A. BOLIVIA (PLURINATIONAL STATE OF) CID001337
Tin PT Refined Bangka Tin INDONESIA CID001460
Tin PT Mitra Stania Prima INDONESIA CID001453
Tin PT Timah Tbk Kundur INDONESIA CID001477
Tin PT Timah Tbk Mentok INDONESIA CID001482
Tin Thaisarco THAILAND CID001898
Tin Metallo Belgium N.V. BELGIUM CID002773
Tin White Solder Metalurgia e Mineracao Ltda. BRAZIL CID002036
Tin Rui Da Hung TAIWAN, PROVINCE OF CHINA CID001539

 

  

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