Exhibit 1.01

 

Akoustis Technologies, Inc.

Conflict Minerals Report

For The Calendar Year Ended December 31, 2021

 

This Conflict Minerals Report (this “Report”) of Akoustis Technologies, Inc. for the calendar year ended December 31, 2021 (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. In accordance with Instruction 3 to Item 1.01 of Form SD, this Report does not include products manufactured or contracted for manufacture by businesses that had not been obligated to provide a specialized disclosure report with respect to conflict minerals and were acquired by us on or after May 1, 2020.

 

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.

 

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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.

 

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. Our due diligence measures identified 64 SORs determined to be legitimate processing facilities by the RMI, of which 63 of 64 have been validated as RMAP conformant. It is reported that one smelter for tin was conformant to a responsible mineral sourcing validation program during the 2021 calendar year and became non-conformant in early 2022 (Gejiu Kai Meng Industry and Trade LLC). However, our products do not use tin.

 

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.

 

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Table of Conflict Minerals Processing Smelters or Refiners

 

Set forth in the table below is a list of the 64 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 Aida Chemical Industries Co., Ltd. JAPAN CID000019
Gold Asahi Pretec Corp. JAPAN CID000082
Tin Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. CHINA CID000228
Tungsten Chongyi Zhangyuan Tungsten Co., Ltd. CHINA CID000258
Tin Alpha UNITED STATES OF AMERICA CID000292
Gold Dowa JAPAN CID000401
Tin Dowa JAPAN CID000402
Tin EM Vinto BOLIVIA (PLURINATIONAL STATE OF) CID000438
Tin Fenix Metals POLAND CID000468
Tin Gejiu Non-Ferrous Metal Processing Co., Ltd. CHINA CID000538
Gold Heraeus Metals Hong Kong Ltd. CHINA CID000707
Gold Ishifuku Metal Industry Co., Ltd. JAPAN CID000807
Gold Asahi Refining Canada Ltd. CANADA CID000924
Gold JX Nippon Mining & Metals Co., Ltd. JAPAN CID000937
Tin Gejiu Kai Meng Industry and Trade LLC CHINA CID000942
Gold Kennecott Utah Copper LLC UNITED STATES OF AMERICA CID000969
Gold Kojima Chemicals Co., Ltd. JAPAN CID000981
Tin China Tin Group Co., Ltd. CHINA CID001070
Gold LS-NIKKO Copper Inc. KOREA, REPUBLIC OF CID001078
Tin Malaysia Smelting Corporation (MSC) MALAYSIA CID001105
Gold Matsuda Sangyo Co., Ltd. JAPAN CID001119
Tin Metallic Resources, Inc. UNITED STATES OF AMERICA CID001142
Gold Metalor Technologies (Hong Kong) Ltd. CHINA CID001149
Gold Metalor Technologies (Singapore) Pte., Ltd. SINGAPORE CID001152
Gold Metalor Technologies S.A. SWITZERLAND CID001153
Gold Metalor USA Refining Corporation UNITED STATES OF AMERICA CID001157
Gold Metalurgica Met-Mex Penoles S.A. De C.V. MEXICO CID001161
Tin Mineracao Taboca S.A. BRAZIL CID001173
Tin Minsur PERU CID001182
Gold Mitsubishi Materials Corporation JAPAN CID001188
Tin Mitsubishi Materials Corporation JAPAN CID001191
Tantalum Mitsui Mining and Smelting Co., Ltd. JAPAN CID001192
Gold Mitsui Mining and Smelting Co., Ltd. JAPAN CID001193

 

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Metal Smelter Name Smelter Country RMI Smelter Identification
Tin Jiangxi New Nanshan Technology Ltd. CHINA CID001231
Gold Nihon Material Co., Ltd. JAPAN CID001259
Tin Operaciones Metalurgicas S.A. BOLIVIA (PLURINATIONAL STATE OF) CID001337
Gold PAMP S.A. SWITZERLAND CID001352
Tin PT Artha Cipta Langgeng INDONESIA CID001399
Tin PT Mitra Stania Prima INDONESIA CID001453
Tin PT Refined Bangka Tin INDONESIA CID001460
Tin PT Timah Tbk Kundur INDONESIA CID001477
Tin PT Timah Tbk Mentok INDONESIA CID001482
Gold Royal Canadian Mint CANADA CID001534
Tin Rui Da Hung TAIWAN, PROVINCE OF CHINA CID001539
Gold Shandong Zhaojin Gold & Silver Refinery Co., Ltd. CHINA CID001622
Gold Tanaka Kikinzoku Kogyo K.K. JAPAN CID001875
Tin Thaisarco THAILAND CID001898
Gold Shandong Gold Smelting Co., Ltd. CHINA CID001916
Gold Tokuriki Honten Co., Ltd. JAPAN CID001938
Gold United Precious Metal Refining, Inc. UNITED STATES OF AMERICA CID001993
Gold Western Australian Mint (T/a The Perth Mint) AUSTRALIA CID002030
Tin White Solder Metalurgia e Mineracao Ltda. BRAZIL CID002036
Tin Yunnan Chengfeng Non-ferrous Metals Co., Ltd. CHINA CID002158
Gold Gold Refinery of Zijin Mining Group Co., Ltd. CHINA CID002243
Gold Geib Refining Corporation UNITED STATES OF AMERICA CID002459
Tin PT ATD Makmur Mandiri Jaya INDONESIA CID002503
Tin O.M. Manufacturing Philippines, Inc. PHILIPPINES CID002517
Tin Metallo Belgium N.V. BELGIUM CID002773
Tin Thai Nguyen Mining and Metallurgy Co., Ltd. VIET NAM CID002834
Tin PT Menara Cipta Mulia INDONESIA CID002835
Tin Guangdong Hanhe Non-Ferrous Metal Co., Ltd. CHINA CID003116
Tin Chifeng Dajingzi Tin Industry Co., Ltd. CHINA CID003190
Tin Tin Technology & Refining UNITED STATES OF AMERICA CID003325
Tin Ma’anshan Weitai Tin Co., Ltd. CHINA CID003379

 

 

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