UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
AMERICAN OUTDOOR BRANDS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE (State or other jurisdiction of incorporation or organization) |
001-39366 (Commission File Number) |
84-4630928 (IRS Employer Identification No.) |
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1800 North Route Z, Suite A |
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Columbia, Missouri |
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65202 |
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(Address of principal executive offices) |
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(Zip code) |
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Douglas V. Brown, Chief Counsel and Secretary – (800) 338-9585 |
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(Name and telephone number, including area code, of the person to contact in connection with this report.) |
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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:
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Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2020. |
Section 1Conflict Minerals Disclosure
Item 1.01Conflict Minerals Disclosure and Report
A copy of American Outdoor Brands, Inc. Conflict Minerals Report is filed as Exhibit 1.01 hereto and is publicly available at https://ir.aob.com/corporate-governance/conflict-minerals. The content of our website as referred to in this Form SD is included for general information only and is not incorporated by reference into this Form SD.
Item 1.02Exhibits
Exhibit 1.01Conflict Minerals Report
Section 2Exhibits
Item 2.01Exhibits
The following exhibit is filed as part of this report:
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
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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.
AMERICAN OUTDOOR BRANDS, INC., a Delaware corporation
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By: |
/s/ Douglas V. Brown |
Dated: |
June 1, 2021 |
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Douglas V. Brown |
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Chief Counsel and Corporate Secretary |
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EXHIBIT 1.01
AMERICAN OUTDOOR BRANDS, INC. CONFLICT MINERALS REPORT
FOR THE REPORTING PERIOD JANUARY 1, 2020 TO DECEMBER 31, 2020
INTRODUCTION
This Conflict Minerals Report for American Outdoor Brands, Inc. (“AOB,” “Company,” “we,” or “our”) is provided for the reporting period January 1, 2020 to December 31, 2020, and is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”), and the Public Statement on the Effect of the Recent Court of Appeals Decision on the Conflict Minerals Rule issued by the Director of the Division of Corporation Finance of the Securities and Exchange Commission on April 29, 2014 (the “SEC Statement”). The Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain tin, tantalum, tungsten, or gold (“3TG,” also defined by the Rule as “conflict minerals”), and who have reason to believe that the products they manufacture, or contract to manufacture, contain conflict minerals that are necessary to the functionality or production of those products. If the SEC registrant has reason to believe that any conflict minerals may have originated in the Democratic Republic of the Congo or an adjoining country, or is unable to determine the country of origin of those conflict minerals, the SEC registrant is required to submit a Conflict Minerals Report to the SEC that includes a description of the measures it took to exercise due diligence on the conflict minerals’ source and chain of custody.
COMPANY BACKGROUND
AOB is a leading provider of outdoor products and accessories encompassing hunting, fishing, camping, shooting, and personal security and defense products for rugged outdoor enthusiasts. We conceive, design, produce or source, and sell products and accessories, including shooting supplies, rests, vaults, and other related accessories; premium sportsman knives and tools for fishing and hunting; land management tools for hunting preparedness; harvesting products for post-hunt or post-fishing activities; electro-optical devices, including hunting optics, firearm aiming devices, flashlights, and laser grips; reloading, gunsmithing, and firearm cleaning supplies; and survival, camping, and emergency preparedness products. Our owned brands include Caldwell®, Wheeler®, Tipton®, Frankford, Arsenal®, Lockdown®, Hooyman®, BOG®, Crimson Trace®, Imperial®, Schrade®, Old Timer®, Uncle Henry®, BUBBA®, MEAT!™, and UST®, and we license for use in association with certain products we sell additional brands, including Smith & Wesson® Accessories, M&P® Accessories, and Thompson/Center™ Accessories.
On August 24, 2020, AOB was formed when American Outdoor Brands Corporation (now known as Smith & Wesson Brands, Inc.) completed the spin-off of its Outdoor Products and Accessories reporting segment into AOB. Therefore, information regarding the Reporting Period prior to August 24, 2020, refers to the Outdoor Products and Accessories reporting segment of American Outdoor Brands Corporation.
A copy of the Company’s Conflict Mineral Policy is available on our website at https://ir.aob.com/corporate-governance/conflict-minerals.
REPORT
This Conflict Minerals Report is provided for the reporting period January 1, 2020 to December 31, 2020 in accordance with the Rule, the instructions to Form SD, and the SEC Statement. Please refer to the Rule, Form SD and Securities Exchange Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.
In accordance with the Rule and the instructions to Form SD, AOB undertook due diligence to determine the source of origin of any necessary conflict minerals used in products it manufactures or contracts to manufacture. In conducting its due diligence, AOB implemented the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (including the Supplements on Tin, Tantalum and Tungsten, and the Gold Supplement) (Third Edition OECD 2016) (“OECD Guidance”), an internationally recognized due diligence framework.
Design of Our Due Diligence Measures
Our conflict minerals due diligence measures have been designed to conform with the OECD Guidance, as applicable, for tin, tantalum, tungsten, gold and downstream companies (as the term is defined in the OECD Guidance), in all material respects. The Company does not make direct purchases of raw ore or unrefined conflict minerals in the Covered Countries. We designed our due diligence measures to:
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design and implement strategies to determine the presence of conflict minerals in our products; |
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establish management systems for supply chain due diligence and reporting compliance; |
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identify and assess conflict minerals content in our supply chain; |
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identify and mitigate any risk for potential non-compliance with the Rule; and |
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report on our conflict minerals supply chain due diligence activities, as required by the Rule. |
Due Diligence Measures Performed
Our due diligence measures for the reporting period January 1, 2020 to December 31, 2020 included the following activities:
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We updated our product taxonomy for the products that were subject to reporting in the 2020 reporting period, and reviewed additions with company product managers, engineers, metallurgists and supply chain personnel, to determine which products or components have the possibility of containing necessary conflict minerals. |
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We surveyed any suppliers involved with products or components we determined could possibly contain necessary conflict minerals, to ascertain for each of these conflict minerals (i) whether the product or component contained necessary conflict minerals, (ii) the smelter or refiner where it was processed, (iii) its country of origin, and (iv) its mine of origin. |
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We leveraged the due diligence conducted on smelters and refiners by the Responsible Minerals Initiative (the “RMI”), and its Responsible Minerals Assurance Process (the “RMAP”), by comparing the names of the smelters identified by our suppliers to those identified as compliant in the RMAP. The RMAP uses independent private sector auditors to audit the source, including mines of origin, and chain of custody of the conflict minerals used by smelters and refiners that agree to participate in the RMAP. The smelters and refiners that are found to be RMAP compliant are those for which the independent auditor has verified that the smelter’s or refiner’s conflict minerals originated from conflict free mines and trading in the Democratic Republic of the Congo or any of its adjoining countries. A list of smelters identified to date, and associated information, is provided hereto as Attachment A. |
Determination; 2021 Risk Mitigation
After conducting good faith due diligence on the presence of necessary conflict minerals in certain of the Company’s products, AOB has been unable to identify all smelters, refiners in its supply chain and the ultimate source of origin of such minerals. The Company is continuing its efforts to identify and mitigate risks in its supply chain and to obtain complete information from its upstream suppliers. The Company’s efforts are necessarily dependent upon the willingness of its supply chain participants to cooperate and assist in this endeavour and there can be no guarantee that the Company will be able to obtain adequate and reliable information upon which to base its analysis.
Attachment A
SMELTER DETAILS
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Smelter Name |
Smelter Country |
3TG |
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A.L.M.T. TUNGSTEN Corp. |
Japan |
Tungsten |
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Aida Chemical Industries Co., Ltd. |
Japan |
Gold |
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Allgemeine Gold-und Silberscheideanstalt A.G. |
Germany |
Gold |
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Alpha |
United States |
Tin |
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AngloGold Ashanti Corrego do Sitio Mineracao |
Brazil |
Gold |
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Argor-Heraeus S.A. |
Switzerland |
Gold |
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Asahi Pretec Corp. |
Japan |
Gold |
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Asahi Refining Canada Ltd. |
Canada |
Gold |
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Asahi Refining USA Inc. |
United States |
Gold |
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Asaka Riken Co., Ltd. |
Japan |
Gold |
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Aurubis AG |
Germany |
Gold |
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Bangko Sentral ng Pilipinas (Central Bank of the Philippines) |
Philippines |
Gold |
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Boliden AB |
Sweden |
Gold |
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C. Hafner GmbH + Co. KG |
Germany |
Gold |
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CCR Refinery - Glencore Canada Corporation |
Canada |
Gold |
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Changsha South Tantalum Niobium Co., Ltd. |
China |
Tantalum |
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Chenzhou Diamond Tungsten Products Co., Ltd. |
China |
Tungsten |
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Chimet S.p.A. |
Italy |
Gold |
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China Tin Group Co., Ltd. |
China |
Tin |
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Chongyi Zhangyuan Tungsten Co., Ltd. |
China |
Tungsten |
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CV Ayi Jaya |
Indonesia |
Tin |
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CV Venus Inti Perkasa |
Indonesia |
Tin |
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D Block Metals, LLC |
United States |
Tantalum |
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Dowa |
Japan |
Gold |
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Dowa |
Japan |
Tin |
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Eco-System Recycling Co., Ltd. East Plant |
Japan |
Gold |
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EM Vinto |
Bolivia |
Tin |
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Exotech Inc. |
United States |
Tantalum |
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F&X Electro-Materials Ltd. |
China |
Tantalum |
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Fenix Metals |
Poland |
Tin |
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Fujian Jinxin Tungsten Co., Ltd. |
China |
Tungsten |
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Ganzhou Huaxing Tungsten Products Co., Ltd. |
China |
Tungsten |
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Ganzhou Seadragon W & Mo Co., Ltd. |
China |
Tungsten |
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Gejiu Kai Meng Industry and Trade LLC |
China |
Tin |
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Gejiu Non-Ferrous Metal Processing Co., Ltd. |
China |
Tin |
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Gejiu Zili Mining And Metallurgy Co., Ltd. |
China |
Tin |
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Global Advanced Metals Aizu |
Japan |
Tantalum |
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Global Advanced Metals Boyertown |
United States |
Tantalum |
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Global Tungsten & Powders Corp. |
United States |
Tungsten |
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Gold Refinery of Zijin Mining Group Co., Ltd. |
China |
Gold |
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Guangdong Hanhe Non-Ferrous Metal Co., Ltd. |
China |
Tin |
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Guangdong Rising Rare Metals-EO Materials Ltd. |
China |
Tantalum |
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Guangdong Xianglu Tungsten Co., Ltd. |
China |
Tungsten |
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Guangdong Zhiyuan New Material Co., Ltd. |
China |
Tantalum |
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H.C. Starck Hermsdorf GmbH |
Germany |
Tantalum |
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H.C. Starck Inc. |
United States |
Tantalum |
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H.C. Starck Tungsten GmbH |
Germany |
Tungsten |
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Heimerle + Meule GmbH |
Germany |
Gold |
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Hengyang King Xing Lifeng New Materials Co., Ltd. |
China |
Tantalum |
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Heraeus Metals Hong Kong Ltd. |
China |
Gold |
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Heraeus Precious Metals GmbH & Co. KG |
Germany |
Gold |
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Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji |
China |
Tungsten |
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Hunan Chunchang Nonferrous Metals Co., Ltd. |
China |
Tungsten |
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Hydrometallurg, JSC |
Russian Federation |
Tungsten |
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Ishifuku Metal Industry Co., Ltd. |
Japan |
Gold |
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Istanbul Gold Refinery |
Turkey |
Gold |
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Japan New Metals Co., Ltd. |
Japan |
Tungsten |
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Jiangwu H.C. Starck Tungsten Products Co., Ltd. |
China |
Tungsten |
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Jiangxi Copper Co., Ltd. |
China |
Gold |
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JiuJiang JinXin Nonferrous Metals Co., Ltd. |
China |
Tantalum |
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Jiujiang Tanbre Co., Ltd. |
China |
Tantalum |
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JX Nippon Mining & Metals Co., Ltd. |
Japan |
Gold |
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Kennametal Huntsville |
United States |
Tungsten |
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Kennecott Utah Copper LLC |
United States |
Gold |
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Kojima Chemicals Co., Ltd. |
Japan |
Gold |
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LSM Brasil S.A. |
Brazil |
Tantalum |
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LS-NIKKO Copper Inc. |
Republic of Korea |
Gold |
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Magnu's Minerais Metais e Ligas Ltda. |
Brazil |
Tin |
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Malaysia Smelting Corporation (MSC) |
Malaysia |
Tin |
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Masan Tungsten Chemical LLC (MTC) |
Viet Nam |
Tungsten |
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Materion |
United States |
Gold |
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Matsuda Sangyo Co., Ltd. |
Japan |
Gold |
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Melt Metais e Ligas S.A. |
Brazil |
Tin |
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Metallic Resources, Inc. |
United States |
Tin |
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Metallo Belgium N.V. |
Belgium |
Tin |
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Metallo Spain S.L.U. |
Spain |
Tin |
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Metalor Technologies (Hong Kong) Ltd. |
China |
Gold |
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Metalor Technologies (Singapore) Pte., Ltd. |
Singapore |
Gold |
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Metalor Technologies S.A. |
Switzerland |
Gold |
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Metalor USA Refining Corporation |
United States |
Gold |
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Metalurgica Met-Mex Penoles S.A. De C.V. |
Mexico |
Gold |
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Mineracao Taboca S.A. |
Brazil |
Tantalum |
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Mineracao Taboca S.A. |
Brazil |
Tin |
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Minsur |
Peru |
Tin |
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Mitsubishi Materials Corporation |
Japan |
Gold |
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Mitsubishi Materials Corporation |
Japan |
Tin |
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Mitsui Mining and Smelting Co., Ltd. |
Japan |
Gold |
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Mitsui Mining and Smelting Co., Ltd. |
Japan |
Tantalum |
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Nadir Metal Rafineri San. Ve Tic. A.S. |
Turkey |
Gold |
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Niagara Refining LLC |
United States |
Tungsten |
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Nihon Material Co., Ltd. |
Japan |
Gold |
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Ningxia Orient Tantalum Industry Co., Ltd. |
China |
Tantalum |
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O.M. Manufacturing (Thailand) Co., Ltd. |
Thailand |
Tin |
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O.M. Manufacturing Philippines, Inc. |
Philippines |
Tin |
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Ohura Precious Metal Industry Co., Ltd. |
Japan |
Gold |
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Operaciones Metalurgicas S.A. |
Bolivia |
Tin |
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PAMP S.A. |
Switzerland |
Gold |
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PT Aneka Tambang (Persero) Tbk |
Indonesia |
Gold |
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PT Aries Kencana Sejahtera |
Indonesia |
Tin |
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PT Artha Cipta Langgeng |
Indonesia |
Tin |
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PT ATD Makmur Mandiri Jaya |
Indonesia |
Tin |
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PT Babel Inti Perkasa |
Indonesia |
Tin |
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PT Bukit Timah |
Indonesia |
Tin |
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PT Mitra Stania Prima |
Indonesia |
Tin |
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PT Prima Timah Utama |
Indonesia |
Tin |
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PT Refined Bangka Tin |
Indonesia |
Tin |
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PT Stanindo Inti Perkasa |
Indonesia |
Tin |
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PT Timah Tbk Kundur |
Indonesia |
Tin |
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PT Timah Tbk Mentok |
Indonesia |
Tin |
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PT Tinindo Inter Nusa |
Indonesia |
Tin |
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PX Precinox S.A. |
Switzerland |
Gold |
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Rand Refinery (Pty) Ltd. |
South Africa |
Gold |
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Resind Industria e Comercio Ltda. |
Brazil |
Tin |
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Royal Canadian Mint |
Canada |
Gold |
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Rui Da Hung |
Taiwan |
Tin |
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SEMPSA Joyeria Plateria S.A. |
Spain |
Gold |
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Shandong Zhaojin Gold & Silver Refinery Co., Ltd. |
China |
Gold |
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SOE Shyolkovsky Factory of Secondary Precious Metals |
Russian Federation |
Gold |
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Soft Metais Ltda. |
Brazil |
Tin |
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Solar Applied Materials Technology Corp. |
Taiwan |
Gold |
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Solikamsk Magnesium Works OAO |
Russian Federation |
Tantalum |
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Sumitomo Metal Mining Co., Ltd. |
Japan |
Gold |
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Taki Chemical Co., Ltd. |
Japan |
Tantalum |
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Tanaka Kikinzoku Kogyo K.K. |
Japan |
Gold |
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TANIOBIS Co., Ltd. |
Thailand |
Tantalum |
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TANIOBIS GmbH |
Germany |
Tantalum |
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TANIOBIS Japan Co., Ltd. |
Japan |
Tantalum |
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TANIOBIS Smelting GmbH & Co. KG |
Germany |
Tantalum |
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TANIOBIS Smelting GmbH & Co. KG |
Germany |
Tungsten |
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Tejing (Vietnam) Tungsten Co., Ltd. |
Viet Nam |
Tungsten |
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Telex Metals |
United States |
Tantalum |
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Thaisarco |
Thailand |
Tin |
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The Refinery of Shandong Gold Mining Co., Ltd. |
China |
Gold |
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Tokuriki Honten Co., Ltd. |
Japan |
Gold |
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Ulba Metallurgical Plant JSC |
Kazakhstan |
Tantalum |
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Umicore Brasil Ltda. |
Brazil |
Gold |
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Umicore Precious Metals Thailand |
Thailand |
Gold |
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Umicore S.A. Business Unit Precious Metals Refining |
Belgium |
Gold |
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United Precious Metal Refining, Inc. |
United States |
Gold |
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Valcambi S.A. |
Switzerland |
Gold |
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Western Australian Mint (T/a The Perth Mint) |
Australia |
Gold |
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White Solder Metalurgia e Mineracao Ltda. |
Brazil |
Tin |
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Wolfram Bergbau und Hutten AG |
Austria |
Tungsten |
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Xiamen Tungsten (H.C.) Co., Ltd. |
China |
Tungsten |
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Xiamen Tungsten Co., Ltd. |
China |
Tungsten |
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Yamakin Co., Ltd. |
Japan |
Gold |
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Yokohama Metal Co., Ltd. |
Japan |
Gold |
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Yunnan Chengfeng Non-ferrous Metals Co., Ltd. |
China |
Tin |
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Yunnan Tin Company Limited |
China |
Tin |
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Zhongyuan Gold Smelter of Zhongjin Gold Corporation |
China |
Gold |