SEC 697 Form SD - Specialized Disclosure Report

OMB APPROVAL
OMB Number:
3235-0697
Expires:
July 31, 2024
Estimated average burden
hours per response….…..477.89

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT

(Exact name of the registrant as specified in its charter)

(State or other jurisdiction
of incorporation or
organization)

(Commission File
Number)

(I.R.S. Employer
Identification No.)

(Address of principal executive offices)

(Zip code)

(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 submitted,
and provide the period to which the information in this Form applies:
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting
period from January 1 to December 31,
.
Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year
ended
.

SEC 697 (06-13)

Potential persons who are to respond to the collection of information
contained in this Form are not required to respond unless the Form
displays a currently valid OMB control number.

GENERAL INSTRUCTIONS
A. Rule as to Use of Form SD.
This Form shall be used for a report pursuant to Rule 13p-1 (17 CFR 240.13p-1) and Rule
13q-1 (17 CFR 240.13q-1) under the Securities Exchange Act of 1934 (the “Exchange Act”).
B. Information to be Reported and Time for Furnishing of Reports.
1.

Form filed under Rule 13p-1. A report on this Form shall be filed on EDGAR no
later than May 31 after the end of the issuer’s most recent calendar year.

2.

Form furnished under Rule 13q-1. A resource extraction issuer must furnish the
information required by Section 2 of this Form no later than 270 days following
the end of the issuer’s most recently completed fiscal year.

3.

If the deadline for furnishing this Form occurs on a Saturday, Sunday or holiday
on which the Commission is not open for business, then the deadline shall be the
next business day.

4.

The information and documents furnished in this report shall not be deemed to be
incorporated by reference into any filing under the Securities Act or the
Exchange Act, unless a registrant specifically incorporates it by reference into
such filing.

C. Inapplicability to Registered Investment Companies.
The disclosures required in Form SD shall not apply to investment companies
required to file reports pursuant to Rule 30d-1 (17 CFR 270.30d-1) under the Investment
Company Act of 1940.
D. Preparation of Report.
This Form is not to be used as a blank form to be filled in, but only as a guide in the
preparation of the report meeting the requirements of Rule 12b-12 (17 CFR 240.12b-12).
The report shall contain the number and caption of the applicable item, but the text of such
item may be omitted, provided the answers thereto are prepared in the manner specified in
Rule 12b-13 (17 CFR 240.12b-13). All items that are not required to be answered in a
particular report may be omitted and no reference thereto need be made in the report. All
instructions should also be omitted.
E. Application of General Rules and Regulations.
The General Rules and Regulations under the Act (17 CFR Part 240) contain certain
general requirements which are applicable to reports on any form. These general
requirements should be carefully read and observed in the preparation and filing of reports
on this Form.

2 of 16

F. Signature and Filing of Report.
The report must be signed by the registrant on behalf of the registrant by an
executive officer.

3 of 16

INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 – Conflict Minerals Disclosure
Item 1.01

Conflict Minerals Disclosure and Report

(a) If any conflict minerals, as defined by paragraph (d)(3) of this item, are necessary
to the functionality or production of a product manufactured by the registrant or contracted by
the registrant to be manufactured and are required to be reported in the calendar year covered by
the specialized disclosure report, the registrant must conduct in good faith a reasonable country
of origin inquiry regarding those conflict minerals that is reasonably designed to determine
whether any of the conflict minerals originated in the Democratic Republic of the Congo or an
adjoining country, as defined by paragraph (d)(1) of this item, or are from recycled or scrap
sources, as defined by paragraph (d)(6) of this item.
(b) Based on its reasonable country of origin inquiry, if the registrant determines that
its necessary conflict minerals did not originate in the Democratic Republic of the Congo or an
adjoining country or did come from recycled or scrap sources, or if it has no reason to believe
that its necessary conflict minerals may have originated in the Democratic Republic of the Congo
or an adjoining country, or if based on its reasonable country of origin inquiry the registrant
reasonably believes that its necessary conflict minerals did come from recycled or scrap sources,
the registrant must, in the body of its specialized disclosure report under a separate heading
entitled “Conflict Minerals Disclosure,” disclose its determination and briefly describe the
reasonable country of origin inquiry it undertook in making its determination and the results of
the inquiry it performed. Also, the registrant must disclose this information on its publicly
available Internet website and, under a separate heading in its specialized disclosure report
entitled “Conflict Minerals Disclosure,” provide a link to that website.
(c) Alternatively, based on its reasonable country of origin inquiry, if the registrant
knows that any of its necessary conflict minerals originated in the Democratic Republic of the
Congo or an adjoining country and are not from recycled or scrap sources, or has reason to
believe that its necessary conflict minerals may have originated in the Democratic Republic of
the Congo or an adjoining country and has reason to believe that they may not be from recycled
or scrap sources, the registrant must exercise due diligence on the source and chain of custody of
its conflict mineral, as discussed in paragraph (c)(1) of this item, that conforms to a nationally or
internationally recognized due diligence framework, if such a framework is available for the
conflict mineral. If, as a result of that due diligence, the registrant determines that its conflict
minerals did not originate in the Democratic Republic of the Congo or an adjoining country or
the registrant determines that its conflict minerals did come from recycled or scrap sources, a
Conflict Minerals Report is not required, but the registrant must disclose its determination and
briefly describe, in the body of its specialized disclosure report under a separate heading entitled
“Conflict Minerals Disclosure,” the reasonable country of origin inquiry and the due diligence
efforts it undertook in making its determination and the results of the inquiry and due diligence
efforts it performed. Also, the registrant must disclose this information on its publicly available
Internet website and, under a separate heading in its specialized disclosure report entitled
“Conflict Minerals Disclosure,” provide a link to that website. Otherwise, the registrant must file
a Conflict Minerals Report as an exhibit to its specialized disclosure report and provide that
report on its publicly available Internet website. Under a separate heading in its specialized
4 of 16

disclosure report entitled “Conflict Minerals Disclosure,” the registrant must disclose that it has
filed a Conflict Minerals Report and provide the link to its Internet website where the Conflict
Minerals Report is publicly available.
The Conflict Minerals Report must include the following information:
(1) Due Diligence: A description of the measures the registrant has taken to exercise
due diligence on the source and chain of custody of those conflict minerals;
(i) The registrant’s due diligence must conform to a nationally or
internationally recognized due diligence framework, if such a framework is available for the
conflict mineral;
(ii) Except as provided in paragraphs (c)(1)(iv), (c)(1)(v), and (c)(1)(vi) of
this item, the due diligence measures shall include but not be limited to an independent private
sector audit of the Conflict Minerals Report that is conducted in accordance with standards
established by the Comptroller General of the United States and certified pursuant to paragraph
(c)(1)(ii)(B) of this item, which shall constitute a critical component of the registrant’s due
diligence in establishing the source and chain of custody of the necessary conflict minerals.
(A) The objective of the audit of the Conflict Minerals Report is
to express an opinion or conclusion as to whether the design of the registrant’s due diligence
measures as set forth in, and with respect to the period covered by, the registrant’s Conflict
Minerals Report, is in conformity with, in all material respects, the criteria set forth in the
nationally or internationally recognized due diligence framework used by the registrant, and
whether the registrant’s description of the due diligence measures it performed as set forth in the
Conflict Minerals Report, with respect to the period covered by the report, is consistent with the
due diligence process that the registrant undertook.
(B) The registrant’s Conflict Minerals Report must include a
statement that the registrant has obtained an independent private sector audit of the Conflict
Minerals Report, which shall constitute an audit certification;
(C) As part of the Conflict Minerals Report, the registrant must
identify the independent private sector auditor of the report, if the auditor is not identified in the
audit report, and provide the audit report prepared by the auditor in accordance with standards
established by the Comptroller General of the United States;
(iii) Any registrant that manufactures products or contracts for products to
be manufactured that are “DRC conflict undeterminable,” as defined in paragraph (d)(5) of this
item, must disclose the steps it has taken or will take, if any, since the end of the period covered
in its most recent prior Conflict Minerals Report to mitigate the risk that its necessary conflict
minerals benefit armed groups, including any steps to improve its due diligence.
(iv) For the temporary period specified in Instruction 2 to Item 1.01,
following its exercise of appropriate due diligence, a registrant with products that are “DRC
conflict undeterminable” is not required to obtain an independent private sector audit of its
Conflict Minerals Report regarding the conflict minerals that the registrant is unable to determine
did not originate in the Democratic Republic of the Congo or an adjoining country, or that the
registrant is unable to determine did not directly or indirectly finance or benefit armed groups in
the Democratic Republic of the Congo or an adjoining country.
(v) If a nationally or internationally recognized due diligence framework
does not exist for a necessary conflict mineral, until such a framework is developed, the
5 of 16

registrant is required to exercise appropriate due diligence in determining the source and chain of
custody of the necessary conflict mineral, including whether the conflict mineral is from recycled
or scrap sources, without the benefit of a due diligence framework. If a nationally or
internationally recognized due diligence framework becomes available for the necessary conflict
mineral prior to June 30 of a calendar year, the registrant must use that framework in the
subsequent calendar year. If the due diligence guidance does not become available until after
June 30 of a calendar year, the registrant is not required to use that framework until the second
calendar year after the framework becomes available to provide a full calendar year before
implementation. If no nationally or internationally recognized due diligence framework is
available for a particular conflict mineral from recycled or scrap sources, the due diligence
inquiry regarding the conflict mineral focuses on whether the conflict mineral is from recycled or
scrap sources. In addition, an independent private sector audit will not be required for the section
of the Conflict Minerals Report pertaining to the registrant’s due diligence on that recycled or
scrap conflict mineral.
(vi) If the registrant performs due diligence because it has a reason to
believe that its conflict minerals originated in the Democratic Republic of the Congo or an
adjoining country, and as a result of that due diligence it determines that its conflict minerals did
not originate in the Democratic Republic of the Congo or an adjoining country (or it determines
as a result of that due diligence that its necessary conflict minerals did come from recycled or
scrap sources), a Conflict Minerals Report and an audit is not required.
(2) Product Description: Any registrant that manufactures products or contracts for
products to be manufactured that have not been found to be “DRC conflict free,” as defined in
paragraph (d)(4) of this item, must provide a description of those products, the facilities used to
process the necessary conflict minerals in those products, the country of origin of the necessary
conflict minerals in those products, and the efforts to determine the mine or location of origin
with the greatest possible specificity.
(i) For the temporary period specified in Instruction 2 to Item 1.01,
following its exercise of appropriate due diligence, any registrant that manufactures products or
contracts for products to be manufactured that are “DRC conflict undeterminable” must provide
a description of those products, the facilities used to process the necessary conflict minerals in
those products, if known, the country of origin of the necessary conflict minerals in those
products, if known, and the efforts to determine the mine or location of origin with the greatest
possible specificity;
(ii) A registrant is not required to provide the information in paragraph
(c)(2) of this item if the necessary conflict minerals in its product are solely from recycled or
scrap sources because those products are considered “DRC conflict free.”
(d) For the purposes of this item, the following definitions apply:
(1) Adjoining country. The term adjoining country means a country that shares an
internationally recognized border with the Democratic Republic of the Congo.
(2) Armed group. The term armed group means an armed group that is identified as
a perpetrator of serious human rights abuses in annual Country Reports on Human Rights
Practices under sections 116(d) and 502B(b) of the Foreign Assistance Act of 1961 (22 U.S.C.
2151n(d) and 2304(b)) relating to the Democratic Republic of the Congo or an adjoining
country.
(3) Conflict mineral. The term conflict mineral means:
6 of 16

(i) Columbite-tantalite (coltan), cassiterite, gold, wolframite, or their
derivatives, which are limited to tantalum, tin, and tungsten, unless the Secretary of State
determines that additional derivatives are financing conflict in the Democratic Republic of the
Congo or an adjoining country; or
(ii) Any other mineral or its derivatives determined by the Secretary of State
to be financing conflict in the Democratic Republic of the Congo or an adjoining country.
(4) DRC conflict free. The term DRC conflict free means that a product does not
contain conflict minerals necessary to the functionality or production of that product that directly
or indirectly finance or benefit armed groups, as defined in paragraph (d)(2) of this item, in the
Democratic Republic of the Congo or an adjoining country. Conflict minerals that a registrant
obtains from recycled or scrap sources, as defined in paragraph (d)(6) of this item, are considered
DRC conflict free.
(5) DRC conflict undeterminable. The term DRC conflict undeterminable means,
with respect to any product manufactured or contracted to be manufactured by a registrant, that
the registrant is unable to determine, after exercising due diligence as required by paragraph
(c)(1) of this item, whether or not such product qualifies as DRC conflict free.
(6) Conflict Minerals from Recycled or Scrap Sources. Conflict minerals are
considered to be from recycled or scrap sources if they are from recycled metals, which are
reclaimed end-user or post-consumer products, or scrap processed metals created during product
manufacturing. Recycled metal includes excess, obsolete, defective, and scrap metal materials
that contain refined or processed metals that are appropriate to recycle in the production of tin,
tantalum, tungsten and/or gold. Minerals partially processed, unprocessed, or a bi-product from
another ore will not be included in the definition of recycled metal.
(7) Outside the Supply Chain. A conflict mineral is considered outside the supply
chain after any columbite-tantalite, cassiterite, and wolframite minerals, or their derivatives,
have been smelted; any gold has been fully refined; or any conflict mineral, or its derivatives,
that have not been smelted or fully refined are located outside of the Democratic Republic of the
Congo or an adjoining country.
(8) Nationally or internationally recognized due diligence framework. The term
“nationally or internationally recognized due diligence framework” means a nationally or
internationally recognized due diligence framework established following due-process
procedures, including the broad distribution of the framework for public comment, and is
consistent with the criteria standards in the Government Auditing Standards established by the
Comptroller General of the United States.
Item 1.02

Exhibit

Registrants shall file, as an exhibit to this Form SD, the Conflict Minerals Report required by
Item 1.01.
Instructions to Item 1.01
(1) A registrant that mines conflict minerals would not be considered to be
manufacturing those minerals for the purpose of this item. The specialized disclosure report on
Form SD shall cover a calendar year, regardless of the registrant’s fiscal year, and be due
annually on May 31 for the prior calendar year.
7 of 16

(2) During the first two calendar years following November 13, 2012 for all
registrants and the first four calendar years for any smaller reporting company, a registrant will
not be required to submit an audit report of its Conflict Minerals Report prepared by an
independent private sector auditor with respect to the conflict minerals in any of its products that
are “DRC conflict undeterminable.” Beginning with the third or fifth reporting calendar year, as
applicable, a registrant with products manufactured or contracted to be manufactured that are
“DRC conflict undeterminable,” must describe those products as having not been found to be
“DRC conflict free” and must provide the information required in paragraph (c) of this item
including the audit report.
(3) A registrant that acquires or otherwise obtains control over a company that
manufactures or contracts to manufacture products with conflict minerals necessary to the
functionality or production of those products that previously had not been obligated to provide a
specialized disclosure report with respect to its conflict minerals will be permitted to delay
reporting on the products manufactured by the acquired company until the end of the first
reporting calendar year that begins no sooner than eight months after the effective date of the
acquisition.
(4) A registrant is not required to provide any information regarding its conflict
minerals that, prior to January 31, 2013, are located outside of the supply chain, as defined by
paragraph (d)(7) of this item.
(5) A registrant must provide its required conflict minerals information for the
calendar year in which the manufacture of a product that contains any conflict minerals
necessary to the functionality or production of that product is completed, irrespective of whether
the registrant manufactures the product or contracts to have the product manufactured.
Section 2 – Resource Extraction Issuer Disclosure
Item 2.01

Resource Extraction Issuer Disclosure and Report

(a) Required Disclosure.
(1) A resource extraction issuer must furnish an annual report on Form SD with the
Commission, and include as an exhibit to this Form SD, the information specified in Item
2.01(a)(5) of this Form, relating to any payment made during the fiscal year covered by the
annual report by the resource extraction issuer, a subsidiary of the resource extraction issuer, or
an entity under the control of the resource extraction issuer, to a foreign government or the
Federal Government, for the purpose of the commercial development of oil, natural gas, or
minerals.
(2) The resource extraction issuer is not required to have the information audited.
The payment information must be provided on a cash basis and not an accrual basis.
(3) The resource extraction issuer must provide a statement in the body of the Form
SD, under the caption “Disclosure of Payments by Resource Extraction Issuers,” that the
specified payment disclosure required by this Form is included in an exhibit to the Form SD.
(4) A resource extraction issuer that is claiming an exemption under Rule 13q1(d)(1) or (2) (17 CFR 240.13q-1(d)(1) or (2)) must provide the disclosure required by those
rules, as applicable, in the body of the Form SD. If applicable, a resource extraction issuer must

8 of 16

disclose in the body of Form SD that it has filed an application for exemptive relief pursuant to
Rule 13q-1(d)(4) (17 CFR 240.13q-1(d)(4)).
(5) The resource extraction issuer must include the following information in the
exhibit to Form SD, which must present the information in the eXtensible Business Reporting
Language (XBRL) electronic format:
(i) The type and total amount of such payments, by payment type listed in
paragraph (d)(9)(iii) of this Item, made for each project of the resource extraction issuer relating
to the commercial development of oil, natural gas, or minerals;
(ii) The type and total amount of such payments, by payment type listed in
paragraph (d)(9)(iii) of this Item, for all projects made to each government;
(iii) The total amounts of the payments, by payment type listed in paragraph
(d)(9)(iii) of this Item;
(iv) The currency used to make the payments;
(v) The fiscal year in which the payments were made;
(vi) The business segment of the resource extraction issuer that made the
payments;
(vii) The governments (including any foreign government or the Federal
Government) that received the payments and the country in which each such government is
located;
(viii)The project of the resource extraction issuer to which the payments
relate;
(ix) The particular resource that is the subject of commercial development;
(x) The method of extraction used in the project; and
(xi) The major subnational political jurisdiction of the project.
(b) Delayed Reporting.
(1) A resource extraction issuer may delay disclosing payment information related to
exploratory activities until the Form SD submitted for the fiscal year immediately following the
fiscal year in which the payment was made. For purposes of this paragraph, payment information
related to exploratory activities includes all payments made as part of the process of (i)
identifying areas that may warrant examination, or (ii) examining specific areas that are
considered to have prospects of containing oil and gas reserves, or (iii) conducting a mineral
exploration program, in each case limited to exploratory activities that were commenced prior to
the commercial development (other than exploration) of the oil, natural gas, or minerals on the
property, any adjacent property, or any property that is part of the same project.
(2) A resource extraction issuer that has acquired (or otherwise obtains control over)
an entity that has not been obligated to provide disclosure pursuant to Rule 13q-1, or pursuant to
another alternative reporting regime deemed by the Commission to require disclosure that
satisfies the transparency objectives of Section 13(q) (15 U.S.C. 78m(q)), in such entity’s last
full fiscal year is not required to commence reporting payment information for such acquired
entity until the Form SD submitted for the fiscal year immediately following the effective date of
the acquisition. A resource extraction issuer must disclose that it is relying on this
accommodation in the body of its Form SD submission.

9 of 16

(3) A resource extraction issuer that has completed its initial public offering in its
last full fiscal year is not required to commence reporting payment information pursuant to Rule
13q-1 until the Form SD submitted for the fiscal year immediately following the fiscal year in
which the registration statement for its U.S. initial public offering became effective.
(c) Alternative Reporting.
(1) A resource extraction issuer that is subject to the resource extraction payment
disclosure requirements of an alternative reporting regime, which has been deemed by the
Commission to require disclosure that satisfies the transparency objectives of Section 13(q) (15
U.S.C. 78m(q)), may satisfy its disclosure obligations under paragraph (a) of this Item 2.01 by
including, as an exhibit to this Form SD, a report complying with the reporting requirements of
the alternative jurisdiction.
(2) The alternative report must be the same as the one prepared and made publicly
available pursuant to the requirements of the approved alternative reporting regime, subject to
changes necessary to comply with any conditions to alternative reporting set forth by the
Commission.
(3) The resource extraction issuer must: (i) state in the body of the Form SD that it is
relying on the alternative reporting provision; (ii) identify the alternative reporting regime for
which the report was prepared; (iii) describe how to access the publicly submitted report in the
alternative jurisdiction; and (iv) specify that the payment disclosure required by this Form is
included in an exhibit to this Form SD.
(4) The alternative report must be provided in XBRL format.
(5) A fair and accurate English translation of the entire report must be submitted if
the report is in a foreign language. Project names may be presented in their original language, in
addition to the English translation of the project name, if the resource extraction issuer believes
that such an approach would facilitate identification of the project by users of the disclosure.
(6) A resource extraction issuer may follow the submission deadline of an approved
alternative jurisdiction if it submits a notice on Form SD on or before the due date of its Form
SD indicating its intent to submit the alternative report using the alternative jurisdiction’s
deadline. If a resource extraction issuer fails to submit such notice on a timely basis, or submits
such a notice but fails to submit the alternative report within seven business days of the
alternative jurisdiction’s deadline, it may not rely on this Item 2.01(c) for the following fiscal
year.
(7) Resource extraction issuers must also comply with any additional requirements
that are provided by the Commission upon granting an alternative reporting accommodation, as
well as subsequent changes in such requirements.
(d) Definitions. For purposes of this item, the following definitions apply:
(1) Business segment means a business segment consistent with the reportable
segments used by the resource extraction issuer for purposes of financial reporting.
(2) Commercial development of oil, natural gas, or minerals means exploration,
extraction, processing, and export of oil, natural gas, or minerals, or the acquisition of a license
for any such activity.
(3) Control means that the resource extraction issuer consolidates the entity under
the accounting principles applicable to the financial statements included in the resource
extraction issuer’s periodic reports filed pursuant to the Exchange Act (i.e., under generally
10 of 16

accepted accounting principles in the United States (U.S. GAAP) or International Financial
Reporting Standards as issued by the International Accounting Standards Board (IFRS)). A
foreign private issuer that prepares financial statements according to a comprehensive set of
accounting principles, other than U.S. GAAP, and files with the Commission a reconciliation to
U.S. GAAP should consider determining control using U.S. GAAP. A resource extraction issuer
that holds only a proportionate interest in an entity does not control that entity for purposes of
Section 13(q) (15 U.S.C. 78m(q)) and is not required to disclose the proportionate amount of
payments made by that entity.
(4) Export means the movement of a resource across an international border from
the host country to another country by a company with an ownership interest in the resource.
Export does not include the movement of a resource across an international border by a company
that (i) is not engaged in the exploration, extraction, or processing of oil, natural gas, or minerals
and (ii) acquired its ownership interest in the resource directly or indirectly from a foreign
government or the Federal Government. Export also does not include cross-border transportation
activities by an entity that is functioning solely as a service provider, with no ownership interest
in the resource being transported.
(5) Extraction means the production of oil or natural gas or the extraction of
minerals.
(6) Federal Government means the Federal government of the United States.
(7) Foreign Government means the national government of a foreign country, as
well as any department, agency, or instrumentality of the national government, or a company at
least majority owned by the national government of a foreign country. As used in this Item 2.01,
foreign government also includes a foreign subnational government, such as the government of a
state, province, department, county, district, municipality, or territory under a foreign national
government.
(8) Not de minimis means any Payment made to each Foreign Government in a host
country or the Federal Government that equals or exceeds $100,000, or its equivalent in the
issuer’s reporting currency, whether made as a single payment or series of related payments. In
the case of any arrangement providing for periodic payments or installments, a resource
extraction issuer must use the aggregate amount of the related periodic payments or installments
of the related payments in determining whether the payment threshold has been met for that
series of payments, and accordingly, whether disclosure is required.
(9) Payment means an amount paid that:
(i) Is made to further the commercial development of oil, natural gas, or
minerals;
(ii) Is not de minimis; and
(iii) Is one or more of the following:
(A) Taxes;
(B) Royalties;
(C) Fees;
(D) Production entitlements;
(E) Bonuses;
(F) Dividends;
11 of 16

(G) Payments for infrastructure improvements; and
(H) Community and social responsibility payments that are

required by law or contract.
(10) Project is defined by using the following three criteria:
(i) The type of resource being commercially developed;
(ii) The method of extraction; and
(iii) The major subnational political jurisdiction where the commercial
development of the resource is taking place.
(11) Resource extraction issuer means an issuer that:
(i) Is required to file an annual report with the Commission on Form 10-K
(17 CFR 249.310), Form 20-F (18 CFR 249.220f), or Form 40-F (17 CFR 249.240f) pursuant to
Section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)); and
(ii) Engages in the commercial development of oil, natural gas, or minerals.
(12) Subsidiary means an entity controlled directly or indirectly through one or more
intermediaries.
Instructions to Item 2.01
Disclosure by Subsidiaries and other Controlled Entities
(1) If a resource extraction issuer is controlled by another resource extraction issuer
that has submitted a Form SD disclosing the information required by Item 2.01 for the controlled
entity, then such controlled entity is not required to provide the disclosure required by Item 2.01
separately. In such circumstances, the controlled entity must submit a notice on Form SD
indicating that the required disclosure was submitted on Form SD by the controlling entity,
identifying the controlling entity and the date it submitted the disclosure. The reporting
controlling entity must note that it is submitting the required disclosure for a controlled entity
and must identify the controlled entity on its Form SD submission.
Currency Disclosure and Conversion
(2) A resource extraction issuer must report the amount of payments made for each
payment type, and the total amount of payments made for each project and to each government,
during the reporting period in either U.S. dollars or the resource extraction issuer’s reporting
currency. If a resource extraction issuer has made payments in currencies other than U.S. dollars
or its reporting currency, it may choose to calculate the currency conversion between the
currency in which the payment was made and U.S. dollars or the resource extraction issuer’s
reporting currency, as applicable, in one of three ways: (a) by translating the expenses at the
exchange rate existing at the time the payment is made; (b) using a weighted average of the
exchange rates during the period; or (c) based on the exchange rate as of the resource extraction
issuer’s fiscal year end. When calculating whether a payment meets or exceeds the “not de
minimis” threshold, a resource extraction issuer may be required to convert the payment to U.S.
dollars, even though it is not required to disclose those payments in U.S. dollars. For example,
this may occur when the resource extraction issuer is using a non-U.S. dollar reporting currency.
In these instances, the resource extraction issuer may use any of the three methods described
12 of 16

above for calculating the currency conversion. In all cases a resource extraction issuer must
disclose the method used to calculate the currency conversion and must choose a consistent
method for all such currency conversions within a particular Form SD submission.
Location Tagging
(3) When identifying the country and major subnational political jurisdiction where
the commercial development of the resource is taking place, a resource extraction issuer must
use the combined country and subdivision code provided in ISO 3166, if available. When
identifying the country in which a government is located, a resource extraction issuer must use
the two letter country code provided in ISO 3166, if available.
Entity Level Disclosure and Tagging
(4) If a government levies a payment obligation, such as a tax or a requirement to
pay a dividend, at the entity level rather than on a particular project, a resource extraction issuer
may disclose that payment at the entity level. To the extent that payments, such as corporate
income taxes and dividends, are made for obligations levied at the entity level, a resource
extraction issuer may omit certain tags that may be inapplicable (e.g., project tag, business
segment tag) for those payment types as long as it provides all other electronic tags, including
the tag identifying the recipient government.
Project Disclosure
(5)
(i) When identifying the type of resource that is being commercially
developed for purposes of identifying a project, the resource extraction issuer must identify
whether the resource is oil, natural gas, or a type of mineral. A resource extraction issuer should
identify synthetic oil obtained through processing tar sands, bitumen, or oil shales as “oil” and
should identify gas obtained from methane hydrates as “natural gas.” Synthetic oil or gas
obtained through processing of coal should be identified as “coal.” Minerals must be identified
by type, such as gold, copper, coal, sand, or gravel, but additional detail is not required. For
information on which materials are covered by the term “minerals,” refer to Instruction 13
below.
(ii) When identifying the method of extraction for purposes of identifying a
project, the resource extraction issuer must choose from the following three parameters: well,
open pit, or underground mining.
(iii) When identifying the national and major subnational political
jurisdiction for purposes of identifying a project, refer to Instruction 3 to Item 2.01. Onshore and
offshore development of resources may not be treated as a single project. A resource extraction
issuer must identify when a project is offshore and identify the body of water in which the
project is located, using the smallest body of water applicable (e.g., gulf, bay, sea), in addition to
identifying the nearest major subnational political jurisdiction pursuant to Instruction 3 of Item
2.01. If an offshore project is equidistant from two major subnational political jurisdictions, the
issuer may identify both jurisdictions.
(iv) A resource extraction issuer may treat all the activities within a major
subnational political jurisdiction as a single project, but must describe each type of resource
being commercially developed and each method of extraction used in the description of the
13 of 16

project. A resource extraction issuer may not combine as one project activities that cross the
borders of a major subnational political jurisdiction.
Payment Disclosure
(6) In a joint venture or arrangement, where no one party has control, a resource
extraction issuer that is the operator of the venture or arrangement and makes payments to
governments for the entire venture or arrangement on behalf of its non-operator members must
report all of the payments. The non-operator members are not required to report payments made
to reimburse the operator for their share of the payments to governments. Such non-operator
members are only required to report payments that, as resource extraction issuers, they make
directly to governments.
(7) Although an entity providing only services to a resource extraction issuer to
assist with exploration, extraction, processing or export would generally not be considered a
resource extraction issuer, where such a service provider, acting as a third-party agent or broker,
makes a payment that falls within the definition of “payment” to a government on behalf of a
resource extraction issuer, the resource extraction issuer must disclose such payment. This
disclosure obligation, however, does not apply to a non-operator partner of a joint venture or
arrangement that reimburses the operator for its share of the payments to governments made by
the operator.
(8) “Processing,” as used in Item 2.01, includes, but is not limited to, midstream
activities such as removing liquid hydrocarbons from gas, removing impurities from natural gas
prior to its transport through a pipeline, and upgrading bitumen or heavy oil, through the earlier
of the point at which oil, gas, or gas liquids (natural or synthetic) are either sold to an unrelated
third party or delivered to a main pipeline, a common carrier, or a marine terminal. It also
includes the crushing or preparing of raw ore prior to the smelting phase. It does not include the
downstream activities of refining or smelting.
(9) A resource extraction issuer must disclose taxes on corporate profits, corporate
income, and production when such taxes are made to further the commercial development of oil,
natural gas, or minerals. Disclosure of taxes levied on consumption, such as value added taxes,
personal income taxes, or sales taxes, is not required.
(10) Royalties include, but are not limited to, unit-based, value-based, and profitbased royalties. Fees include, but are not limited to, license fees, rental fees, entry fees, and other
considerations for licenses or concessions. Bonuses include, but are not limited to, signature,
discovery, and production bonuses.
(11) Dividends paid to a government as a common or ordinary shareholder of the
resource extraction issuer that are paid to the government under the same terms as other
shareholders need not be disclosed. The resource extraction issuer, however, must disclose any
dividends paid in lieu of production entitlements or royalties.
(12) If a resource extraction issuer makes an in-kind payment of the types of
payments required to be disclosed, the resource extraction issuer must disclose the payment.
When reporting an in-kind payment, a resource extraction issuer must determine the monetary
value of the in-kind payment and tag the information as “in-kind” for purposes of the currency.
For purposes of the disclosure, a resource extraction issuer must report the payment at cost, or if
cost is not determinable, at fair market value and must provide a brief description of how the

14 of 16

monetary value was calculated. If a resource extraction issuer makes an in-kind production
entitlement payment under the rules and then repurchases the resources associated with the
production entitlement within the same fiscal year, the resource extraction issuer must report the
payment using the purchase price (rather than at cost, or if cost is not determinable, at fair market
value). If the in-kind production entitlement payment and the subsequent repurchase are made in
different fiscal years and the purchase price is greater than the previously reported value of the
in-kind payment, the resource extraction issuer must report the difference in values in the latter
fiscal year (assuming the amount of that difference exceeds the de minimis threshold). In other
situations, such as when the purchase price in a subsequent fiscal year is less than the in-kind
value already reported, no disclosure relating to the purchase price is required.
(13) “Minerals,” as used in Item 2.01, includes any material for which an issuer with
mining operations would provide disclosure under subpart 1300 of Regulation S-K (17 CFR
229.1300 et seq.) or any successor requirements or policies. It does not include oil and gas
resources (as defined in 17 CFR 210.4- 10(a)(16)(D) or any successor provision).
Section 3 – Exhibits
Item 3.01

Exhibits

List below the following exhibits submitted as part of this report:
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
Exhibit 2.01 – Resource Extraction Payment Report as required by Item 2.01 of this Form.
Exhibit 3.01 – Opinion of Counsel as required by Rule 13q-1(d)(1) or (2) (17 CFR 240.13q1(d)(1) or (2))

15 of 16

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.

(Registrant)

______________________________
By (Signature and Title)*

______________________________
(Date)

*Print name and title of the registrant’s signing executive officer under his or her signature.

16 of 16