Form SD SPX CORP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM SD

Specialized Disclosure Report

 

SPX Corporation

(Exact name of registrant as specified in its charter)

 

Delaware	1-6948	38-1016240
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

 

6325 Ardrey Kell Road, Suite 400, Charlotte, North Carolina	28277
(Address of principal executive offices)	(Zip Code)

 

John W. Nurkin (980) 474-3804

(Name and telephone number, including area code, of the person to contact in connection with this report.)

 

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

 

x Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2021.

 

 

 

Section 1 – Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

Conflict Minerals Disclosure

 

SPX Corporation (“SPX” or the “Company”) is filing this Form SD pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2021 to December 31, 2021 (the “Reporting Period”).

 

Under Securities and Exchange Commission (“SEC”) regulations, if any “conflict minerals” (as defined below) are necessary to the functionality or production of a product manufactured by the Company or contracted by the Company to be manufactured, the Company must conduct in good faith a reasonable country of origin inquiry (“RCOI”) regarding those “conflict minerals” that is reasonably designed to determine whether any of the “conflict minerals” originated in the Covered Countries (as defined below) or are from recycled or scrap sources. Form SD defines “conflict minerals” as (i) columbite-tantalite (coltan), cassiterite, gold, wolframite, and their derivatives, which are currently limited to tantalum, tin, and tungsten; or (ii) any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an “adjoining country,” as such term is defined in Form SD, which we collectively refer to as the “Covered Countries”.

 

The Company’s operations may at times manufacture, or contract to manufacture, products for which conflict minerals are necessary to the functionality or production of those products. As required by SEC’s conflict minerals rule, the Company has conducted a good faith RCOI regarding conflict minerals included in the Company’s products during the Reporting Period to determine whether any such conflict minerals originated in the Covered Countries and/or whether any of the conflict minerals were from recycled or scrap sources. Where applicable, the Company has conducted additional due diligence within the meaning of the SEC’s conflict minerals rule. The results of SPX’s RCOI, as well as the Company’s additional due diligence regarding the sources of conflict minerals, are contained in the Company’s Conflict Minerals Report, filed herewith as Exhibit 1.01, and publically available on the Company’s website at www.spx.com. The content on, or accessible through, our website or any website referred to in this Form SD is not, and shall not be deemed to be, part of this Form SD or incorporated into this or any other filings SPX makes with the SEC unless expressly noted.

 

Item 1.02 Exhibit

 

As specified in Section 2 of Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to this Form SD.

 

Section 2 – Exhibits

 

Item 2.01 Exhibits

 

The following exhibit is filed as part of this Form SD.

 

Exhibit Number		Description
1.01		SPX Corporation Conflict Minerals Report for reporting period January 1, 2021 to December 31, 2021

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

 

SPX CORPORATION
(Registrant)

 

By:	/s/ John W. Nurkin	Date: May 27, 2022
	John W. Nurkin
	Vice President, General Counsel and Secretary

 

 

Exhibit 1.01

 

SPX Corporation

Conflict Minerals Report

Reporting Period: January 1, 2021 – December 31, 2021

 

This Conflict Minerals Report (this “Report”) of SPX Corporation (“SPX,” “Company,” “we,” “us,” or “our”) for the reporting period from January 1, 2021 to December 31, 2021 (the “Reporting Period”) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934, as amended.

 

Forward-looking statements contained in this Report are made based on events and circumstances known by us at the time of release and, as such, are inherently subject to unforeseen uncertainties and risks. Statements in this Report which express a belief, expectation, or intention, as well as those that are not historical fact, are forward-looking statements, including statements related to the Company’s business, products, compliance efforts, and expected actions identified in this Report. These forward-looking statements are subject to various risks, uncertainties, and assumptions, including, among other matters, our customers’ requirements to use certain suppliers, our suppliers’ responsiveness and cooperation with our due diligence efforts, our ability to implement improvements in our conflict minerals program, changes to the sourcing status of smelters and refiners in our supply chain, and our ability to identify and mitigate related risks in our supply chain. If one or more of these or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see our Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Forms 10-Q filed with the Securities and Exchange Commission (“SEC”). The Company makes these statements as of the date of this disclosure, and undertakes no obligation to update them unless otherwise required by law.

 

Under SEC regulations, if any “conflict minerals” (as defined below) are necessary to the functionality or production of a product manufactured by the Company or contracted by the Company to be manufactured, the Company must conduct in good faith a reasonable country of origin inquiry (“RCOI”) regarding those “conflict minerals” that is reasonably designed to determine whether any of the “conflict minerals” originated in the Covered Countries (as defined below) or are from recycled or scrap sources. Form SD defines “conflict minerals” as (i) columbite-tantalite (coltan), cassiterite, gold, wolframite, and their derivatives, which are currently limited to tantalum, tin, and tungsten; or (ii) any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an “adjoining country,” as such term is defined in Form SD, (collectively, the “Covered Countries”).

 

The Company’s operations may at times manufacture, or contract to manufacture, products for which conflict minerals are necessary to the functionality or production of those products. As required by SEC’s conflict minerals rule, the Company has conducted a good faith RCOI regarding conflict minerals included in the Company’s products during the Reporting Period to determine whether any such conflict minerals originated in the Covered Countries and/or whether any of the conflict minerals were from recycled or scrap sources. Where applicable, the Company has conducted additional due diligence within the meaning of the SEC’s conflict minerals rule. The results of SPX’s RCOI, as well as the Company’s additional due diligence regarding the sources of conflict minerals, are contained in this Report.

 

This Report is publically available on our website at www.spx.com. The content on, or accessible through, our website or any website referred to in this Report is not, and shall not be deemed to be, part of this Report or incorporated into this or any other filings SPX makes with the SEC unless expressly noted.

 

Company Overview and Product Description

 

SPX Corporation is a supplier of highly engineered products and technologies, holding leadership positions in the HVAC and detection and measurement markets. Based in Charlotte, North Carolina, SPX Corporation had more than $1.2 billion in revenue in the year ended December 31, 2021 and approximately 3,100 employees in 15 countries.

 

 

The Company’s operations may at times manufacture, or contract to manufacture, products for which conflict minerals are necessary to the functionality or production of those products (collectively, the “products”). Certain of the products contain materials or components that use metallic forms of tin, tantalum, tungsten, and/or gold (“subject minerals”). For the Reporting Period, the Company reasonably determined that the following product groups contain subject minerals:

 

·

Dry cooling systems;

·

Evaporative and hybrid cooling systems;

·

Rotating and stationary heat exchangers; pollution control systems;

·

Boilers and water heaters;

·

Heating and ventilation products;

·

Industrial refrigeration products;

·

Spectrum monitoring and signal monitoring systems;

·

Obstruction lighting;

·

Fare collection systems;

·

Portable cable and pipe locators; and

·

Pipeline inspection and rehabilitation equipment.

·

Ground penetrating radar products and robotics used in underground utilities

 

The due diligence efforts noted below were undertaken on the products manufactured by us in the Reporting Period.

 

Reasonable Country of Origin Inquiry

 

SPX conducted a good faith RCOI regarding the potential inclusion of conflict minerals in the products during the Reporting Period. There is significant overlap between the Company’s RCOI efforts and the due diligence measures performed. Although some of our products contain subject minerals, we typically do not purchase raw materials directly from mines, smelters, or refiners and we are many steps removed in the supply chain from the sources of ore from which these metals are produced and the smelters/refiners that process those ores. Accordingly, we rely on direct suppliers in the supply chain between us and the original sources of raw materials to provide information regarding the origin of any conflict minerals that may be included in the products.

 

We have taken steps to identify the applicable smelters and refiners of such subject minerals metals in our supply chain. However, as a downstream purchaser of components and materials that contain subject minerals, our RCOI and due diligence measures can provide only reasonable - not absolute - assurance regarding the source and chain of custody of the conflict minerals. The Company’s RCOI and due diligence processes are based on the necessity of seeking data from direct suppliers and those suppliers seeking similar information within their supply chains to identify the original sources of the subject minerals contained in components and materials supplied to us. Another complicating factor is the unavailability of country of origin and chain of custody information from direct suppliers on a continuous, real-time basis. The Company’s available sources of information may yield inaccurate or incomplete information and may be subject to fraud. The Company engaged Source Intelligence, a third-party consultant with expertise in supplier engagement, to assist the Company in its RCOI.

 

The Company began its RCOI by identifying product families and commodities that may contain subject minerals. Using information derived from the Company’s procurement systems, supplemented by information supplied by personnel in the Company’s business units supply chain, SPX identified direct suppliers of components and materials that may contain subject minerals.

 

 

Direct suppliers were provided information by the Company describing its Conflict Minerals Compliance Program (the “CMCP”) requirements and identifying Source Intelligence as the Company’s third-party consultant assisting in the process. The third-party consultant sent direct suppliers additional information with respect to the CMCP, including an educational tool to facilitate a deeper understanding of the program and why information was being requested. We requested that each of these identified direct suppliers complete a survey utilizing the Conflict-Free Sourcing Initiative’s Conflict Minerals Reporting Template (“CMRT”). Suppliers were offered two options to submit the required information, either by uploading the CMRT in Microsoft Excel format or by completing an online survey version of this template directly in the third-party consultant’s platform. This survey, among other things, solicited information regarding the location and identity of smelters and refiners. Suppliers that did not promptly complete a survey were contacted in accordance with an escalating protocol by our third-party consultant and, if still not responding, by us in efforts to get all direct suppliers to complete the survey.

 

Suppliers were asked to provide information regarding the sourcing of their materials with the ultimate goal of identifying the smelters or refiners of the conflict minerals and associated mine countries of origin. Suppliers who had already performed a RCOI through the use of the CMRT were asked to upload this document into the third-party consultant’s platform or to provide this information in the online survey version. Where a supplier was unable to provide a CMRT, the third-party consultant requested information on its suppliers of products or components which may require conflict minerals for their production or functionality. These Tier 2 suppliers, and subsequent tiers of suppliers as needed, were then engaged following the contact procedures explained above. When contact information was provided, Tier 2 and beyond suppliers were contacted via email in order to build a chain-of-custody back to the smelter or refiner. Suppliers were given the ability to share information at a level with which they were most comfortable, i.e. company, product or user-defined, but the declaration scope was required to be specified.

 

Supplier responses were evaluated for plausibility, consistency, and gaps. If any of the following “quality control” flags were raised, suppliers were contacted and requested to provide clarification:

 

•

One or more smelter or refiners (“SORs”) were listed for an unused metal;

 

•

SOR information was not provided for a used metal, or SOR information provided was not a verified metal processor;

 

•

Supplier answered “yes” to sourcing from the Democratic Republic of the Congo or adjoining countries, but none of the SORs listed are known to source from the region;

 

•

Supplier indicated that they have not received conflict minerals data for each metal from all relevant suppliers;

 

•

Supplier indicated they have not identified all of the SORs used for the products included in the declaration scope;

 

•

Supplier indicated they have not provided all applicable SOR information received; and

 

•

Supplier indicated 100% of the conflict minerals for products covered by the declaration originates from scrap/recycled sources, but one or more SORs listed are not known to be exclusive recyclers.

 

Using the information collected from the surveys completed by these direct suppliers, we determined the products that contained one or more of the subject minerals. Upon conclusion of the RCOI, the origin of these subject minerals could not be definitively determined. As such, we proceeded to exercise due diligence.

 

Due Diligence Framework and Measures

 

We designed our due diligence framework to materially conform to applicable portions of the OECD (2016), OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition, OECD Publishing, Paris. http://dx.doi.org/10.1787/9789264252479-en] (“OECD Guidelines”).

 

In accordance with applicable portions of the OECD Guidance for downstream companies such as the Company, the due diligence measures we performed include, but are not limited to, the following:

 

·

Reporting to senior management regarding the structure of our conflict minerals program.

 

·

Reporting to senior management on direct suppliers’ responses to our conflict minerals information requests.

 

·

Communicating our policy on conflict minerals to direct suppliers.

 

 

·

Communicating the commitments and requirements expected of our direct suppliers, supported by, when appropriate, email and phone dialogues.

 

·

Comparing smelters and refiners identified by our direct suppliers to the lists of validated conflict free and verified facilities and conducting independent research.

 

·

Including contractual terms and conditions regarding procurement practices that encourage our direct suppliers to purchase raw materials from smelters / refiners which have achieved a compliant designation by the Responsible Minerals Assurance Process (“RMAP”) of the Responsible Minerals Initiative (the “RMI”) or have an audit program with which RMI has mutual recognition.

 

·

Consideration of developing a risk mitigation plan that allows for continued trade with a supplier as appropriate through the supplier’s risk mitigation efforts and evaluating the business relationship with suppliers that do not address the risks.

 

Due Diligence Results

 

We utilized the CMRT to solicit our relevant direct suppliers to gather detailed information regarding the existence of subject minerals in materials or components sold to us, as well as the origin and chain of custody of the subject minerals. We compared the list of SORs identified to us by suppliers with those included in lists of validated conflict free and verified facilities: the RMAP, the London Bullion Market Association Good Delivery Program and the Responsible Jewellery Council Chain-of-Custody Certification. If the SOR is not certified by these internationally-recognized schemes, the thitd-party consultant attempted to contact the SOR to gain more information about their sourcing practices, including countries of origin and transfer, and whether there are any internal due diligence procedures in place or other processes the SORs takes to track the chain-of-custody on the source of its mineral ores. Relevant information includes: whether the SOR has a documented, effective and communicated conflict-free policy, an accounting system to support a mass balance of materials processed, and traceability documentation. Internet research was also performed to determine whether there are any outside sources of information regarding the SOR’s sourcing practices.

 

To date information received from direct suppliers was inconclusive in indicating that subject minerals in our supply chain directly or indirectly financed or benefitted armed groups in the Covered Countries; even so, based on the information provided by these suppliers and our own due diligence efforts for the Reporting Period, we do not have sufficient information to conclusively determine the countries of origin or chain of custody of subject minerals in the products. Some suppliers disclosed to us that scrap/recycled sources of subject minerals were identified in their supply chains and did not require due diligence.

 

Based on the information provided by these suppliers and information available from RMI and the other sources identified above, SPX believes the smelters and refiners and the countries of origin of subject minerals processed by these smelters and refiners that may have been used to produce subject minerals used in the products include those listed on Annexes A and B.

 

In addition, based on our due diligence certain potential smelters/refiners listed by our direct suppliers were omitted from this Report because the verification status for the smelter/refiner was inconclusive for a variety of reasons. These reasons include, without limitation, that a direct supplier listed the smelter/refiner for processing a metal the smelter/refiner it is not known to process; that RMI determined the smelter/refiner no longer meets the definition of a smelter or refiner; that RMI determined the company listed as a smelter/refiner does not smelt or refine, or exclusively recycles subject minerals; that RMI has retired the parent or group level smelter/refiner; that RMI determined the smelter/refiner does not meets the definition of a smelter/refiner; or otherwise our due diligence was inconclusive with regard to the entity.

 

 

Additional Due Diligence and Risk Mitigation

 

SPX intends to continue to evaluate its due diligence program, and, in particular, intends to periodically review the criteria used to select suppliers for solicitation. We expect to continue to engage with our direct suppliers so that they more closely comply with SPX’s conflict minerals policy and are able to track the sourcing of conflict minerals with greater precision. To that end, the Company expects to continue outreach efforts among the direct supplier base, particularly with respect to direct suppliers that have not previously conducted business with the Company and with respect to direct suppliers that are unable to provide greater transparency as to their own sourcing practices.

 

Independent Audit Report

 

Consistent with Rule 13p-1 and the SEC’s April 29, 2014 statement^* relating to Rule 13p-1, this Report is not required to be accompanied by an independent private sector audit.

 

 

^* Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule, Keith F. Higgins, Director, SEC Division of Corporation Finance, April 29, 2014.

 

 

Annexes

 

The information in the below tables, Annexes A and B, have been gathered and transmitted through multiple levels of our supply chain, and there is a risk that it is not accurate or current. In most cases, direct suppliers provided smelter and/or refiner information and therefore any country of origin data related to such smelter and/or refiner for their entire supply chain without identifying which smelters and/or refiners may have contributed conflict minerals to components and materials actually supplied to us. Accordingly, we cannot verify that any of the smelters and/or refiners or country of origin data shown in these tables actually were part of our supply chain. The presence of a smelter or refiner in this table does not necessarily mean that conflict minerals processed at that smelter or refiner were used in any components and materials supplied to us or in any SPX Corporation products.

 

 

Annex A

 

Below is a list of the smelters/refiners collected as a result of our due diligence activities:

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Gold		8853 S.p.A.		RMAP
Gold		Abington Reldan Metals, LLC		Not certified
Gold		Advanced Chemical Company		RMAP
Gold		African Gold Refinery		Not certified
Gold		Aida Chemical Industries Co., Ltd.		RMAP
Gold		Al Etihad Gold Refinery DMCC		RMAP
Gold		Alexy Metals		RMAP-Active
Gold		Allgemeine Gold-und Silberscheideanstalt A.G.		LBMA, RJC, RMAP
Gold		Almalyk Mining and Metallurgical Complex (AMMC)		LBMA, RMAP
Gold		AngloGold Ashanti Corrego do Sitio Mineracao		LBMA, RMAP
Gold		Argor-Heraeus S.A.		LBMA, RMAP
Gold		Asahi Pretec Corp.		LBMA, RMAP
Gold		Asahi Refining Canada Ltd.		LBMA, RMAP
Gold		Asahi Refining USA Inc.		LBMA, RMAP
Gold		Asaka Riken Co., Ltd.		RMAP
Gold		Atasay Kuyumculuk Sanayi Ve Ticaret A.S.		Not certified
Gold		AU Traders and Refiners		Not certified
Gold		Augmont Enterprises Private Limited		RMAP-Active
Gold		Aurubis AG		LBMA, RMAP
Gold		Bangalore Refinery		RMAP
Gold		Bangko Sentral ng Pilipinas (Central Bank of the Philippines)		LBMA, RMAP
Gold		Boliden AB		LBMA, RMAP
Gold		C. Hafner GmbH + Co. KG		LBMA, RJC, RMAP
Gold		C.I Metales Procesados Industriales SAS		RMAP-Active
Gold		Caridad		Not certified
Gold		CCR Refinery - Glencore Canada Corporation		LBMA, RMAP
Gold		Cendres + Metaux S.A.		RMAP
Gold		CGR Metalloys Pvt Ltd.		Not certified
Gold		Chimet S.p.A.		LBMA, RMAP
Gold		Chugai Mining		RMAP
Gold		Daye Non-Ferrous Metals Mining Ltd.		LBMA
Gold		Degussa Sonne / Mond Goldhandel GmbH		Not certified
Gold		Dijllah Gold Refinery FZC		Not certified
Gold		DODUCO Contacts and Refining GmbH		RMAP
Gold		Dowa		RMAP

 

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Gold		DSC (Do Sung Corporation)		RMAP
Gold		Eco-System Recycling Co., Ltd. East Plant		RMAP
Gold		Eco-System Recycling Co., Ltd. North Plant		RMAP
Gold		Eco-System Recycling Co., Ltd. West Plant		RMAP
Gold		Emerald Jewel Industry India Limited (Unit 1)		Not Certified
Gold		Emerald Jewel Industry India Limited (Unit 2)		Not Certified
Gold		Emerald Jewel Industry India Limited (Unit 3)		Not Certified
Gold		Emerald Jewel Industry India Limited (Unit 4)		Not Certified
Gold		Emirates Gold DMCC		RMAP
Gold		Fidelity Printers and Refiners Ltd.		Not certified
Gold		Fujairah Gold FZC		Not certified
Gold		GCC Gujrat Gold Centre Pvt. Ltd.		RMAP-Active
Gold		Geib Refining Corporation		RMAP
Gold		Gold Coast Refinery		Not certified
Gold		Gold Refinery of Zijin Mining Group Co., Ltd.		LBMA, RMAP
Gold		Great Wall Precious Metals Co., Ltd. of CBPM		LBMA
Gold		Guangdong Jinding Gold Limited		Not certified
Gold		Guoda Safina High-Tech Environmental Refinery Co., Ltd.		Not certified
Gold		Hangzhou Fuchunjiang Smelting Co., Ltd.		Not certified
Gold		Heimerle + Meule GmbH		LBMA, RMAP
Gold		Heraeus Metals Hong Kong Ltd.		LBMA, RJC, RMAP
Gold		Heraeus Precious Metals GmbH & Co. KG		RMAP
Gold		Hunan Chenzhou Mining Co., Ltd.		Not certified
Gold		Hunan Guiyang yinxing Nonferrous Smelting Co., Ltd.		Not certified
Gold		HwaSeong CJ CO., LTD.		Not certified
Gold		Industrial Refining Company		Not certified
Gold		Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.		LBMA, RMAP
Gold		International Precious Metal Refiners		Not certified
Gold		Ishifuku Metal Industry Co., Ltd.		LBMA, RMAP
Gold		Istanbul Gold Refinery		LBMA, RMAP
Gold		Italpreziosi		RJC, RMAP
Gold		JALAN & Company		Not certified
Gold		Japan Mint		LBMA, RMAP
Gold		Jiangxi Copper Co., Ltd.		LBMA, RMAP
Gold		JSC Ekaterinburg Non-Ferrous Metal Processing Plant		Not certified
Gold		JSC Uralelectromed		Not certified
Gold		JX Nippon Mining & Metals Co., Ltd.		LBMA, RMAP
Gold		K.A. Rasmussen		Not certified
Gold		Kaloti Precious Metals		Not certified

 

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Gold		Kazakhmys Smelting LLC		Not certified
Gold		Kazzinc		LBMA, RMAP
Gold		Kennecott Utah Copper LLC		LBMA, RMAP
Gold		KGHM Polska Miedz Spolka Akcyjna		RMAP
Gold		Kojima Chemicals Co., Ltd.		RMAP
Gold		Korea Zinc Co., Ltd.		RMAP
Gold		Kundan Care Products Ltd.		Not certified
Gold		Kyrgyzaltyn JSC		Not certified
Gold		Kyshtym Copper-Electrolytic Plant ZAO		Not certified
Gold		L'azurde Company For Jewelry		Not certified
Gold		Lingbao Gold Co., Ltd.		Not certified
Gold		Lingbao Jinyuan Tonghui Refinery Co., Ltd.		Not certified
Gold		L'Orfebre S.A.		RMAP
Gold		LS-NIKKO Copper Inc.		LBMA, RMAP
Gold		LT Metal Ltd.		RMAP
Gold		Luoyang Zijin Yinhui Gold Refinery Co., Ltd.		Not certified
Gold		Marsam Metals		RMAP
Gold		Materion		RMAP
Gold		Matsuda Sangyo Co., Ltd.		LBMA, RMAP
Gold		MD Overseas		Not certified
Gold		Metal Concentrators SA (Pty) Ltd.		RMAP
Gold		Metallix Refining Inc.		Not certified
Gold		Metalor Technologies (Hong Kong) Ltd.		LBMA, RJC, RMAP
Gold		Metalor Technologies (Singapore) Pte., Ltd.		LBMA, RJC, RMAP
Gold		Metalor Technologies (Suzhou) Ltd.		RJC, RMAP
Gold		Metalor Technologies S.A.		LBMA, RJC, RMAP
Gold		Metalor USA Refining Corporation		LBMA, RJC, RMAP
Gold		Metalurgica Met-Mex Penoles S.A. De C.V.		LBMA, RMAP
Gold		Mitsubishi Materials Corporation		LBMA, RMAP
Gold		Mitsui Mining and Smelting Co., Ltd.		LBMA, RMAP
Gold		MMTC-PAMP India Pvt., Ltd.		LBMA, RMAP
Gold		Modeltech Sdn Bhd		Not certified
Gold		Morris and Watson		Not certified
Gold		Moscow Special Alloys Processing Plant		Not certified
Gold		Nadir Metal Rafineri San. Ve Tic. A.S.		LBMA, RMAP
Gold		Navoi Mining and Metallurgical Combinat		RMAP
Gold		NH Recytech Company		RMAP
Gold		Nihon Material Co., Ltd.		LBMA, RMAP
Gold		Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH		RJC, RMAP

 

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Gold		Ohura Precious Metal Industry Co., Ltd.		RMAP
Gold		OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet)		Not certified
Gold		OJSC Novosibirsk Refinery		Not certified
Gold		PAMP S.A.		LBMA, RMAP
Gold		Pease & Curren		Not certified
Gold		Penglai Penggang Gold Industry Co., Ltd.		Not certified
Gold		Planta Recuperadora de Metales SpA		RMAP
Gold		Prioksky Plant of Non-Ferrous Metals		Not certified
Gold		PT Aneka Tambang (Persero) Tbk		LBMA, RMAP
Gold		PX Precinox S.A.		LBMA, RMAP
Gold		QG Refining, LLC		Not certified
Gold		Rand Refinery (Pty) Ltd.		LBMA, RMAP
Gold		Refinery of Seemine Gold Co., Ltd.		Not certified
Gold		REMONDIS PMR B.V.		RMAP
Gold		Royal Canadian Mint		LBMA, RMAP
Gold		SAAMP		RJC, RMAP
Gold		Sabin Metal Corp.		Not certified
Gold		Safimet S.p.A		RMAP
Gold		SAFINA A.S.		RMAP
Gold		Sai Refinery		Not certified
Gold		Samduck Precious Metals		RMAP
Gold		SAMWON METALS Corp.		Not certified
Gold		Sancus ZFA (L’Orfebre, SA)		RMAP-Active
Gold		SAXONIA Edelmetalle GmbH		RMAP-Active
Gold		Sellem Industries Ltd.		Not certified
Gold		SEMPSA Joyeria Plateria S.A.		LBMA, RMAP
Gold		Shandong Gold Smelting Co., Ltd.		LBMA, RMAP
Gold		Shandong Humon Smelting Co., Ltd.		Not certified
Gold		Shandong Tiancheng Biological Gold Industrial Co., Ltd.		Not certified
Gold		Shandong Zhaojin Gold & Silver Refinery Co., Ltd.		LBMA, RMAP
Gold		Shenzhen Zhonghenglong Real Industry Co., Ltd.		Not certified
Gold		Shirpur Gold Refinery Ltd.		Not certified
Gold		Sichuan Tianze Precious Metals Co., Ltd.		LBMA, RMAP
Gold		Singway Technology Co., Ltd.		RMAP
Gold		SOE Shyolkovsky Factory of Secondary Precious Metals		Not certified
Gold		Solar Applied Materials Technology Corp.		LBMA, RMAP
Gold		Sovereign Metals		Not certified
Gold		State Research Institute Center for Physical Sciences and Technology		Not certified
Gold		Sudan Gold Refinery		Not certified

 

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Gold		Sumitomo Metal Mining Co., Ltd.		LBMA, RMAP
Gold		SungEel HiMetal Co., Ltd.		RMAP
Gold		Super Dragon Technology Co., Ltd.		Not certified
Gold		T.C.A S.p.A		LBMA, RMAP
Gold		Tanaka Kikinzoku Kogyo K.K.		LBMA, RMAP
Gold		Tokuriki Honten Co., Ltd.		LBMA, RMAP
Gold		Tongling Nonferrous Metals Group Co., Ltd.		Not certified
Gold		TOO Tau-Ken-Altyn		RMAP
Gold		Torecom		RMAP
Gold		Umicore Precious Metals Thailand		RJC, RMAP
Gold		Umicore S.A. Business Unit Precious Metals Refining		LBMA, RMAP
Gold		United Precious Metal Refining, Inc.		RMAP
Gold		Valcambi S.A.		LBMA, RJC, RMAP
Gold		Value Trading		Not certified
Gold		WEEEREFINING		RMAP-Active
Gold		Western Australian Mint (T/a The Perth Mint)		LBMA, RMAP
Gold		WIELAND Edelmetalle GmbH		RMAP
Gold		Yamakin Co., Ltd.		RMAP
Gold		Yokohama Metal Co., Ltd.		RMAP
Gold		Yunnan Copper Industry Co., Ltd.		Not certified
Gold		Zhongyuan Gold Smelter of Zhongjin Gold Corporation		LBMA, RMAP
Tantalum		AMG Brasil		RMAP
Tantalum		Changsha South Tantalum Niobium Co., Ltd.		RMAP
Tantalum		D Block Metals, LLC		RMAP
Tantalum		Exotech Inc.		RMAP-Active
Tantalum		F&X Electro-Materials Ltd.		RMAP
Tantalum		FIR Metals & Resource Ltd.		RMAP
Tantalum		Global Advanced Metals Aizu		RMAP
Tantalum		Global Advanced Metals Boyertown		RMAP
Tantalum		Guangdong Rising Rare Metals-EO Materials Ltd.		RMAP
Tantalum		H.C. Starck Hermsdorf GmbH		RMAP
Tantalum		H.C. Starck Inc.		RMAP
Tantalum		Hengyang King Xing Lifeng New Materials Co., Ltd.		RMAP
Tantalum		Jiangxi Dinghai Tantalum & Niobium Co., Ltd.		RMAP
Tantalum		Jiangxi Tuohong New Raw Material		RMAP
Tantalum		JiuJiang JinXin Nonferrous Metals Co., Ltd.		RMAP
Tantalum		Jiujiang Tanbre Co., Ltd.		RMAP
Tantalum		Jiujiang Zhongao Tantalum & Niobium Co., Ltd.		RMAP
Tantalum		KEMET de Mexico		RMAP
Tantalum		Metallurgical Products India Pvt., Ltd.		RMAP
Tantalum		Mineracao Taboca S.A.		RMAP

 

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Tantalum		Mitsui Mining and Smelting Co., Ltd.		RMAP
Tantalum		Ningxia Orient Tantalum Industry Co., Ltd.		RMAP
Tantalum		NPM Silmet AS		RMAP
Tantalum		QuantumClean		RMAP
Tantalum		Resind Industria e Comercio Ltda.		RMAP
Tantalum		RFH Yancheng Jinye New Material Technology Co., Ltd.		RMAP
Tantalum		Solikamsk Magnesium Works OAO		RMAP
Tantalum		Taki Chemical Co., Ltd.		RMAP
Tantalum		TANIOBIS Co., Ltd.		RMAP
Tantalum		TANIOBIS GmbH		RMAP
Tantalum		TANIOBIS Japan Co., Ltd.		RMAP
Tantalum		TANIOBIS Smelting GmbH & Co. KG		RMAP
Tantalum		Telex Metals		RMAP
Tantalum		Ulba Metallurgical Plant JSC		RMAP
Tantalum		XIMEI RESOURCES (GUANGDONG) LIMITED		RMAP
Tantalum		XinXing Haorong Electronic Material Co., Ltd.		RMAP
Tantalum		Yanling Jincheng Tantalum & Niobium Co., Ltd.		RMAP
Tin		Alpha		RMAP
Tin		An Vinh Joint Stock Mineral Processing Company		Not certified
Tin		Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.		RMAP
Tin		Chifeng Dajingzi Tin Industry Co., Ltd.		RMAP
Tin		China Tin Group Co., Ltd.		RMAP
Tin		CRM Fundicao De Metais E Comercio De Equipamentos Eletronicos Do Brasil Ltda		RMAP-Active
Tin		CRM Synergies		RMAP
Tin		CV Venus Inti Perkasa		RMAP-Active
Tin		Dongguan CiEXPO Environmental Engineering Co., Ltd.		Not certified
Tin		Dowa		RMAP
Tin		Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company		Not certified
Tin		EM Vinto		RMAP
Tin		Estanho de Rondonia S.A.		RMAP
Tin		Fabrica Auricchio Industria e Comercio Ltda.		RMAP
Tin		Fenix Metals		RMAP
Tin		Gejiu City Fuxiang Industry and Trade Co., Ltd.		Not certified
Tin		Gejiu Kai Meng Industry and Trade LLC		Not certified
Tin		Gejiu Non-Ferrous Metal Processing Co., Ltd.		RMAP
Tin		Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.		RMAP
Tin		Gejiu Zili Mining And Metallurgy Co., Ltd.		RMAP
Tin		Guangdong Hanhe Non-Ferrous Metal Co., Ltd.		RMAP
Tin		HuiChang Hill Tin Industry Co., Ltd.		RMAP
Tin		Jiangxi New Nanshan Technology Ltd.		RMAP

 

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Tin		Luna Smelter, Ltd.		RMAP
Tin		Ma'anshan Weitai Tin Co., Ltd.		RMAP
Tin		Magnu's Minerais Metais e Ligas Ltda.		RMAP
Tin		Malaysia Smelting Corporation (MSC)		RMAP
Tin		Melt Metais e Ligas S.A.		RMAP-Active
Tin		Metallic Resources, Inc.		RMAP
Tin		Metallo Belgium N.V.		RMAP
Tin		Metallo Spain S.L.U.		RMAP
Tin		Mineracao Taboca S.A.		RMAP
Tin		Minsur		RMAP
Tin		Mitsubishi Materials Corporation		RMAP
Tin		Modeltech Sdn Bhd		Not certified
Tin		Nghe Tinh Non-Ferrous Metals Joint Stock Company		Not certified
Tin		Novosibirsk Processing Plant Ltd.		RMAP
Tin		O.M. Manufacturing (Thailand) Co., Ltd.		RMAP
Tin		O.M. Manufacturing Philippines, Inc.		RMAP
Tin		Operaciones Metalurgicas S.A.		RMAP
Tin		Pongpipat Company Limited		Not certified
Tin		Precious Minerals and Smelting Limited		Not certified
Tin		PT Aries Kencana Sejahtera		Not certified
Tin		PT Artha Cipta Langgeng		RMAP
Tin		PT ATD Makmur Mandiri Jaya		RMAP
Tin		PT Babel Inti Perkasa		RMAP
Tin		PT Babel Surya Alam Lestari		RMAP
Tin		PT Bangka Serumpun		RMAP
Tin		PT Belitung Industri Sejahtera		Not certified
Tin		PT Bukit Timah		RMAP
Tin		PT Cipta Persada Mulia		RMAP
Tin		PT Masbro Alam Stania		RMAP-Active
Tin		PT Menara Cipta Mulia		RMAP
Tin		PT Mitra Stania Prima		RMAP
Tin		PT Mitra Sukses Globalindo		RMAP-Active
Tin		PT Panca Mega Persada		Not certified
Tin		PT Prima Timah Utama		RMAP
Tin		PT Rajawali Rimba Perkasa		RMAP
Tin		PT Refined Bangka Tin		RMAP
Tin		PT Sariwiguna Binasentosa		RMAP
Tin		PT Stanindo Inti Perkasa		RMAP
Tin		PT Sukses Inti Makmur		RMAP-Active
Tin		PT Timah Nusantara		RMAP-Active
Tin		PT Timah Tbk Kundur		RMAP

 

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Tin		PT Timah Tbk Mentok		RMAP
Tin		PT Tinindo Inter Nusa		RMAP
Tin		PT Tirus Putra Mandiri		Not certified
Tin		PT Tommy Utama		Not certified
Tin		Resind Industria e Comercio Ltda.		RMAP
Tin		Rui Da Hung		RMAP
Tin		Soft Metais Ltda.		RMAP
Tin		Super Ligas		RMAP-Active
Tin		Thai Nguyen Mining and Metallurgy Co., Ltd.		RMAP
Tin		Thaisarco		RMAP
Tin		Tin Technology & Refining		RMAP
Tin		Tuyen Quang Non-Ferrous Metals Joint Stock Company		Not certified
Tin		VQB Mineral and Trading Group JSC		Not certified
Tin		White Solder Metalurgia e Mineracao Ltda.		RMAP
Tin		Yunnan Chengfeng Non-ferrous Metals Co., Ltd.		RMAP
Tin		Yunnan Tin Company Limited		RMAP
Tin		Yunnan Yunfan Non-ferrous Metals Co., Ltd.		Not certified
Tungsten		A.L.M.T. TUNGSTEN Corp.		RMAP
Tungsten		ACL Metais Eireli		RMAP
Tungsten		Albasteel Industria e Comercio de Ligas Para Fundicao Ltd.		RMAP-Active
Tungsten		Artek LLC		Not certified
Tungsten		Asia Tungsten Products Vietnam Ltd.		RMAP
Tungsten		Chenzhou Diamond Tungsten Products Co., Ltd.		RMAP
Tungsten		China Molybdenum Co., Ltd.		RMAP
Tungsten		Chongyi Zhangyuan Tungsten Co., Ltd.		RMAP
Tungsten		CNMC (Guangxi) PGMA Co., Ltd.		Not certified
Tungsten		Cronimet Brasil Ltda		RMAP
Tungsten		Fujian Ganmin RareMetal Co., Ltd.		RMAP
Tungsten		Fujian Xinlu Tungsten .		RMAP
Tungsten		Ganzhou Haichuang Tungsten Co., Ltd.		RMAP
Tungsten		Ganzhou Huaxing Tungsten Products Co., Ltd.		RMAP
Tungsten		Ganzhou Jiangwu Ferrotungsten Co., Ltd.		RMAP
Tungsten		Ganzhou Seadragon W & Mo Co., Ltd.		RMAP
Tungsten		Global Tungsten & Powders Corp.		RMAP
Tungsten		Guangdong Xianglu Tungsten Co., Ltd.		RMAP
Tungsten		H.C. Starck Tungsten GmbH		RMAP
Tungsten		Hunan Chenzhou Mining Co., Ltd.		RMAP
Tungsten		Hunan Chunchang Nonferrous Metals Co., Ltd.		RMAP
Tungsten		Hydrometallurg, JSC		RMAP
Tungsten		Japan New Metals Co., Ltd.		RMAP
Tungsten		Jiangwu H.C. Starck Tungsten Products Co., Ltd.		RMAP

 

 

Subject Mineral		Name of Smelter/Refiner†		Status*
Tungsten		Jiangxi Gan Bei Tungsten Co., Ltd.		RMAP
Tungsten		Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd.		Not certified
Tungsten		Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.		RMAP
Tungsten		Jiangxi Xinsheng Tungsten Industry Co., Ltd.		RMAP
Tungsten		Jiangxi Yaosheng Tungsten Co., Ltd.		RMAP
Tungsten		Jingmen Dewei GEM Tungsten Resources Recycling Co., Ltd.		RMAP
Tungsten		JSC "Kirovgrad Hard Alloys Plant"		RMAP
Tungsten		Kennametal Fallon		RMAP
Tungsten		Kennametal Huntsville		RMAP
Tungsten		KGETS CO., LTD.		RMAP
Tungsten		Lianyou Metals Co., Ltd.		RMAP
Tungsten		Malipo Haiyu Tungsten Co., Ltd.		RMAP
Tungsten		Masan High-Tech Materials		RMAP
Tungsten		Moliren Ltd.		RMAP
Tungsten		Niagara Refining LLC		RMAP
Tungsten		NPP Tyazhmetprom LLC		RMAP-Active
Tungsten		OOO “Technolom” 1		RMAP-Active
Tungsten		Philippine Chuangxin Industrial Co., Inc.		RMAP
Tungsten		TANIOBIS Smelting GmbH & Co. KG		RMAP
Tungsten		Tejing (Vietnam) Tungsten Co., Ltd.		RMAP
Tungsten		Unecha Refractory Metals Plant		RMAP
Tungsten		Wolfram Bergbau und Hutten AG		RMAP
Tungsten		Xiamen Tungsten (H.C.) Co., Ltd.		RMAP
Tungsten		Xiamen Tungsten Co., Ltd.		RMAP
Tungsten		Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.		RMAP

 

† Smelter or refiner names as reported by Responsible Minerals Initiative.

 

* Status defined as follows:

 

1.

Responsible Minerals Assurance Process: Responsible Minerals Initiative

 

·

RMAP: Smelter/refiner has an active certification or is in the process of renewing certification.

 

·

RMAP-Active: Smelter/refiner is actively moving through certification process.

 

2.

Responsible Gold Certificate: London Bullion Market Association

 

·

LBMA: Smelter/refiner has obtained a Responsible Gold Certification.

 

3.

Chain of Custody Certificate: Responsible Jewellry Council

 

·

RJC: Smelter/refiner has obtained a Chain-of-Custody Certification.

 

 

Annex B

 

Below is a list of the mineral country of origin information collected as a result of our due diligence activities:

 

Gold		Tantalum		Tin		Tungsten
Argentina		Angola		Angola		Angola
Armenia		Argentina		Argentina		Argentina
Australia		Australia		Armenia		Australia
Austria		Austria		Australia		Austria
Belgium		Belarus		Austria		Belgium
Bermuda		Belgium		Belgium		Bolivia
Bolivia		Belgium		Bolivia		Brazil
Brazil		Bolivia		Brazil		Burundi
Burundi		Brazil		Burundi		Cambodia
Cambodia		Burundi		Cambodia		Canada
Canada		Cambodia		Canada		Central African Republic
Chile		Canada		Central African Republic		Chile
China		Central African Republic		Chile		China
Colombia		Chile		China		Colombia
Congo (Brazzaville)		China		Colombia		Congo (Brazzaville)
Czech Republic		Colombia		Congo (Brazzaville)		Czech Republic
Djibouti		Congo (Brazzaville)		Czech Republic		Djibouti
DRC- Congo (Kinshasa)		Czech Republic		Djibouti		DRC- Congo (Kinshasa)
Ecuador		Djibouti		DRC- Congo (Kinshasa)		Ecuador
Egypt		DRC- Congo (Kinshasa)		Ecuador		Egypt
Estonia		Ecuador		Egypt		Estonia
Ethiopia		Egypt		Estonia		Ethiopia
Finland		Estonia		Ethiopia		France
France		Ethiopia		France		Germany
Germany		France		Germany		Guinea
Ghana		Germany		Guyana		Guyana
Guinea		Ghana		Hong Kong		Hungary
Guyana		Guinea		Hungary		India
Hong Kong		Guyana		India		Indonesia
Hungary		Hungary		Indonesia		Ireland
India		India		Ireland		Israel
Indonesia		Indonesia		Israel		Ivory Coast
Ireland		Ireland		Ivory Coast		Japan
Israel		Israel		Japan		Kazakhstan
Italy		Italy		Jersey		Korea, Republic of

 

 

Gold		Tantalum		Tin		Tungsten
Ivory Coast		Ivory Coast		Kazakhstan		Laos
Japan		Japan		Kenya		Luxembourg
Jersey		Jersey		Korea, Republic of		Madagascar
Kazakhstan		Kazakhstan		Kyrgyzstan		Malaysia
Korea, Republic of		Kenya		Laos		Mexico
Kyrgyzstan		Korea, Republic of		Luxembourg		Mongolia
Laos		Kyrgyzstan		Madagascar		Mozambique
Luxembourg		Laos		Malaysia		Myanmar
Madagascar		Luxembourg		Mexico		Namibia
Malaysia		Madagascar		Mongolia		Netherlands
Mali		Malaysia		Morocco		Niger
Mexico		Mali		Mozambique		Nigeria
Mongolia		Mexico		Myanmar		Papua New Guinea
Mozambique		Mongolia		Namibia		Peru
Myanmar		Mozambique		Netherlands		Philippines
Namibia		Myanmar		Niger		Portugal
Netherlands		Namibia		Nigeria		Recycle/Scrap
New Zealand		Netherlands		Papua New Guinea		Russian Federation
Niger		Niger		Peru		Rwanda
Nigeria		Nigeria		Philippines		Sierra Leone
Papua New Guinea		Papua New Guinea		Poland		Singapore
Peru		Peru		Portugal		Slovakia
Philippines		Philippines		Recycle/Scrap		South Africa
Philippines		Poland		Russian Federation		South Sudan
Poland		Portugal		Rwanda		Spain
Portugal		Recycle/Scrap		Sierra Leone		Suriname
Recycle/Scrap		Russian Federation		Singapore		Switzerland
Russian Federation		Rwanda		Slovakia		Taiwan
Rwanda		Sierra Leone		South Africa		Tanzania
Saudi Arabia		Singapore		South Sudan		Thailand
Sierra Leone		Slovakia		Spain		Uganda
Singapore		South Africa		Suriname		United Kingdom
Slovakia		South Sudan		Sweden		United States
South Africa		Spain		Switzerland		Viet Nam
Spain		Suriname		Taiwan		Zambia
Suriname		Sweden		Tanzania		Zimbabwe
Sweden		Switzerland		Thailand
Switzerland		Taiwan		Turkey
Taiwan		Tanzania		Uganda
Tajikistan		Thailand		United Kingdom

 

 

Gold		Tantalum		Tin		Tungsten
Tanzania		Turkey		United States
Thailand		Uganda		Uzbekistan
Turkey		United Kingdom		Viet Nam
United Arab Emirates		United States		Zambia
United Kingdom		Uzbekistan		Zimbabwe
United States		Viet Nam
United States		Zambia
Uzbekistan		Zimbabwe
Viet Nam
Zambia
Zimbabwe

 

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