EX-1.01 2 ex1-01.htm

 

Exhibit 1.01

 

ScoutCam Inc.

Conflict Minerals Report

For the Year Ended December 31, 2019

 

Conflict Minerals Report of ScoutCam Inc. in accordance with Rule 13p-1 under the Securities Exchange Act of 1934

 

Summary

 

This is the Conflict Minerals Report of ScoutCam. (“ScoutCam”) for calendar year 2019, in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1” and the “Exchange Act,” respectively). Numerous terms that appear in this Report are defined in Rule 13p-1 and Form SD. Please see those sources, as well as Exchange Act Release No. 34-67716 (August 22, 2012) for the relevant definitions.1

 

ScoutCam fully supports the goals and objectives of Section 1502 of the Dodd- Frank Wall Street Reform and Consumer Protection Act (the “Act”), which aims to prevent the use of certain “Conflict Minerals” that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo (the “DRC”) or adjoining countries (including Angola, Burundi, The Central African Republic, The Republic of Congo, Uganda, Rwanda, South Sudan, Tanzania, and Zambia) (the “Covered Countries”). Conflict Minerals include: columbite-tantalite (“tantalum”), cassiterite (“tin”), wolframite (“tungsten”), and gold.

 

In accordance with Rule 13p-1, ScoutCam carries out due diligence reasonably designed to (i) identify whether there are any Conflict Minerals necessary to the functionality or production of products manufactured by ScoutCam or contracted by ScoutCam to be manufactured by third parties, and if so, (ii) determine whether any of the minerals originated in the DRC or a Covered Country, or are from recycled or scrap sources. ScoutCam has designed its due diligence in accordance with the principles and procedures described further below, some of which are based on similar procedures that are utilized under the Responsible Minerals Initiative (the “RMI”), formerly the Conflict-Free Sourcing Initiative, for responsible sourcing of minerals.

 

As a result of ScoutCam’s due diligence efforts for the year covered by this Report, ScoutCam determined, to its knowledge, that its products, including their components, which consist of miniature cameras and complementary technologies such as illumination and irrigation mechanisms, as well as their control and video processing units, may contain Conflict Minerals.

 

ScoutCam has concluded in good faith that, with respect to its products, the potential Conflict Minerals that these final products contain are “DRC Conflict Undeterminable”. While ScoutCam takes its conflict mineral compliance very seriously, ScoutCam, as a purchaser of finished supplies, remains many layers removed from the mining of any potential Conflict Minerals that may be contained in its final products. Furthermore, ScoutCam does not buy raw ore or unrefined Conflict Minerals, or make purchases from the Covered Countries. Thus, ScoutCam cannot determine the origin of any potential Conflict Minerals that may be in its final products with any certainty once the raw ores are smelted, refined and converted to ingots, bullion or other conflict mineral-containing derivatives. The smelters and refiners in ScoutCam’s supply chain — whom ScoutCam typically does not know, due to being so far removed from them in the supply chain — are in the best position to know the origin of the ores.

 

Section (1) Due Diligence

 

ScoutCam has taken the following measures to exercise due diligence on the source and chain of custody of the potential Conflict Minerals in its products. With respect to the period covered, the design of the due diligence measures described herein for tin, tungsten, tantalum, and gold was based on similar procedures that are utilized under the RMI:

 

1. ScoutCam has established a management system for Conflict Minerals.

 

1 Final rule: Conflict Minerals, Release No. 34-67716 (August 22, 2012), available at http://www.sec.gov/rules/final/2012/34-67716.pdf

 

 
 

 

  a. ScoutCam has adopted and implemented a Conflict Minerals compliance policy and procedures.
     
  b. ScoutCam has structured internal management to support supply chain due diligence.

 

2. ScoutCam has established a cross-functional Conflict Minerals Task Force (the “Task Force”) which meets periodically to review ScoutCam’s products and production processes and identify any necessary potential Conflict Minerals related to them. The Task Force includes the COO, Purchasing Manager, CTO, the Quality Assurance Manager and the Production Manager. The Task Force may include or consult with other relevant ScoutCam personnel as necessary.

 

  a. The Task Force develops a list of components related to ScoutCam’s products or production processes which the Task Force believes may contain a potential conflict mineral. The Task Force reviews and updates the list periodically (as its members may deem relevant).
     
  b. Supplier information for each of the components is attached to the list.
     
  c. ScoutCam contacts each of the suppliers to determine whether the specific component contains a potential conflict mineral. If it is determined that the component contains a potential conflict material, or if the supplier is unable to say if the component contains a conflict mineral, then ScoutCam sends the supplier a follow-up letter (ScoutCam Supplier Conflict Minerals Letter) describing Conflict Minerals and ScoutCam’s commitment to Conflict Minerals compliance.
     
  d. The ScoutCam Supplier Conflict Minerals Letter also requests that the supplier determine whether any potential Conflict Minerals are included in its component, and if so, whether any such minerals originate in a Covered Country.
     
  e. ScoutCam follows up with each supplier to whom it sends this follow-up letter, to ensure a response.

 

3. ScoutCam has adopted a conflicts mineral provision for its agreements with suppliers which will be incorporated into new supply contracts and inserted into existing contracts as they are renewed.
   
4. ScoutCam has designed and implemented a strategy to respond to identified risks. ScoutCam’s strategy includes the following:

 

  a. ScoutCam works with suppliers to identify and use alternate sub-suppliers for any component deemed to include Conflict Minerals from a Covered Country.
     
  b. The Task Force communicates findings of supply chain risk assessment to the COO of ScoutCam.
     
  c. ScoutCam has mechanisms in place whereby ScoutCam employees can report violations of policies. ScoutCam informs relevant employees as to its Conflict Minerals Policy.

 

5. ScoutCam makes its Conflict Minerals Policy and any related reports available on its website.

 

The due diligence outlined above has mitigated the risk that components necessary to the functions or production of ScoutCam’s products are made from Conflict Minerals. ScoutCam continues to improve its due diligence by (a) continuing to communicate and work with its direct suppliers to ensure, to the best of ScoutCam’s ability, a Conflict Mineral-free supply chain and (b) expanding the number of supplier contracts containing a Conflict Minerals clause. ScoutCam intends to take the additional steps, as needed, to mitigate the risk that the necessary Conflict Minerals contained in its products benefit armed groups. These steps will encourage suppliers to source from smelters and refiners that are compliant and to continue to monitor and to improve their own traceability measures.

 

Section (2) Product Description

 

Based on ScoutCam’s due diligence, ScoutCam determined for the period covered by this Report that the ScoutCam products listed below have production processes which actually or potentially utilize Conflict Minerals, and that the final products are “DRC Conflict Undeterminable.”

 

Miniature video cameras: ScoutCam has developed miniaturized video cameras and complementary technologies such as illumination and irrigation mechanisms that are sold separately, for use in various medical procedures and other industrial uses, as well as for specialized industrial applications. Each such miniature video camera and its control and video processing unit contains tin, gold and tantalum, each a Conflict Mineral. These video cameras are manufactured by ScoutCam.

 

 
 

 

Because ScoutCam, as a purchaser of certain finished parts, and its direct suppliers, are several layers removed from the mining of any Conflict Minerals that may be contained in ScoutCam’s miniaturized video cameras, ScoutCam is unable to determine the origin of these minerals with any certainty.

 

Forward Looking Statements

 

Forward looking statements in this Conflict Minerals Report are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. Investors are cautioned that statements in this Conflict Minerals Report that are not strictly historical statements, including without limitation, the Company’s intentions and expectations regarding further supplier engagement, due diligence and risk mitigation efforts and strategy, constitute forward looking statements that involve risks and uncertainties. Actual results could differ materially from the forward looking statements. Words such as “expects,” “anticipates,” “intends,” variations of these words, and similar expressions are intended to identify such forward looking statements. Risks and uncertainties that could cause actual results to differ include, without limitation, risks and uncertainties associated with the progress of industry and other supply chain transparency and smelter or refiner validation programs for Conflict Minerals (including the possibility of inaccurate information, fraud and other irregularities), inadequate supplier education and knowledge, limitations on the ability or willingness of suppliers to provide more accurate, complete and detailed information and limitations on the Company’s ability to verify the accuracy or completeness of any supply chain information provided by suppliers or others. Except as otherwise required by law, the Company undertakes no obligation to update publicly the information contained in this Conflict Minerals Report, or any forward looking statements, to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.