NYSE: BAR

The
Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such
act. The Trust does not and will not hold or trade in commodities futures contracts regulated by the Commodity Exchange Act (the “CEA”),
as administered by the Commodity Futures Trading Commission (the “CFTC”). The Trust is not a commodity pool for purposes
of the CEA and neither the Sponsor nor the Trustee is subject to regulation as a commodity pool operator or a commodity trading advisor
in connection with the Shares. The Trust has no fixed termination date.

The
Sponsor of the registrant maintains an Internet website at www.graniteshares.com, through which the registrant’s annual reports
on Form 10-K, quarterly reports on Form 10-Q, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, or the Exchange Act, are made available free of charge as soon as reasonably practicable
after they have been filed or furnished to the Securities and Exchange Commission (the “SEC”). Additional information regarding
the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

Trust
Objective

The
objective of the Trust is for the value of the Shares to reflect, at any given time, the value of the assets owned by the Trust at that
time less the Trust’s accrued expenses and liabilities as of that time. The Shares are intended to constitute a simple and cost-effective
means of making an investment similar to an investment in gold. An investment in allocated physical gold bullion requires expensive and
sometimes complicated arrangements in connection with the assay, transportation and warehousing of the metal. Traditionally, such expense
and complications have resulted in investments in physical gold bullion being efficient only in amounts beyond the reach of many investors.
The Shares have been designed to remove the obstacles represented by the expense and complications involved in an investment in physical
gold bullion, while at the same time having an intrinsic value that reflects, at any given time, the price of the assets owned by the
Trust at such time less the Trust expenses and liabilities. Although the Shares are not the exact equivalent of an investment in gold,
they provide investors with an alternative that allows a level of participation in the gold market through the securities market.

3

Advantages
of investing in the Shares include:

Minimal
credit risk.

The
Shares are backed primarily by allocated physical gold bullion identified as the Trust’s property in the Custodian’s books.
The Trust arrangements contemplate that no Shares can be issued unless the corresponding amount of gold has been deposited into the Trust.
Once deposited into the Trust, gold is only removed from the Trust if (i) sold to pay Trust expenses (such as the Sponsor’s Fee
and any other expenses not assumed by the Sponsor) or liabilities to which the Trust may be subject, or (ii) transferred from the Trust’s
account to an Authorized Participant’s account in exchange for one or more Baskets of Shares surrendered for redemption.

Ease
and flexibility of investment.

Retail
investors may purchase and sell Shares through traditional brokerage accounts. Because the amount of gold corresponding to a Share is
significantly less than the minimum amounts of physical gold bullion that are commercially available for investment purposes, the cash
outlay necessary for an investment in Shares should be less than the amount required for currently existing means of investing in physical
gold bullion. Shares are eligible for margin accounts.

Relatively
cost efficient.

Although
the return, if any, of an investment in the Shares is subject to the additional expenses of the Trust, including the Sponsor’s
Fee, the Trustee’s Fee, the Custodian’s Fee, and to other costs and expenses not assumed by the Sponsor which would not be
incurred in the case of a direct investment in gold, the Shares may represent a cost-efficient alternative for investors not otherwise
in a position to participate directly in the market for allocated physical gold bullion, because the expenses involved in an investment
in allocated physical gold bullion through the Shares are dispersed among all holders of Shares.

Description
of the Gold Industry

Introduction

This
section provides a brief introduction to the gold industry by looking at some of the key participants, detailing the primary sources
of demand and supply and outlining the role of the “official” sector (i.e., central banks) in the market.

Market
Participants

The
participants in the world gold industry may be classified in the following sectors: the mining and producer sector, the banking sector,
the official sector, the investment sector, and the manufacturing sector. A brief description of each follows.

The
Mining and Producer Sector

This
group includes mining companies that specialize in gold and silver production; mining companies that produce gold as a by-product of
other production (such as a copper or silver producer); scrap merchants and recyclers.

The
Banking Sector

Bullion
banks provide a variety of services to the gold market and its participants, thereby facilitating interactions between other parties.
Services provided by the bullion banking community include traditional banking products as well as mine financing, physical gold purchases
and sales, hedging and risk management, inventory management for industrial users and consumers, and gold deposit and loan instruments.

The
Official Sector

The
official sector encompasses the activities of the various central banking operations of gold-holding countries. Having been a source
of gold supply for many years, the official sector became a source of net demand in 2010. The prominence given by market commentators
to this activity coupled with the total amount of gold held by the official sector has resulted in this area being a significant shift
in the gold market.

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The
Investment Sector

This
sector includes the investment and trading activities of both professional and private investors and speculators. These participants
range from large hedge and mutual funds to day-traders on futures exchanges and retail-level coin collectors.

The
Manufacturing Sector

The
fabrication and manufacturing sector represents all the commercial and industrial users of gold for whom gold is a daily part of their
business. The jewelry industry is a large user of gold. Other industrial users of gold include the electronics and dental industries.

World
Gold Supply and Demand (2015-2025)

The
following table sets forth a summary of the world gold supply and demand from 2015 to 2025:

In Tonnes
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025

Supply

Mine Production
3,358.9
3,558.6
3,646.2
3,718.7
3,658.0
3,495.5
3,615.2
3,702.7
3,710.1
3,742.5
3,814.6

Net Producer Hedging
12.9
37.6
-25.5
-11.6
6.2
-36.6
-5.4
-6.5
69.4
-53.8
-74.2

Recycled gold
1,067.1
1,232.1
1,112.4
1,131.7
1,275.7
1,293.1
1,135.8
1,136.1
1,233.6
1,365.3
1,403.4

Total supply
4,438.9
4,828.4
4,733.0
4,838.8
4,939.8
4,751.9
4,745.6
4,832.2
5,013.1
5,054.0
5,143.8

Demand

Jewelry
2,479.3
2,023.2
2,267.3
2,297.5
2,162.2
1,331.8
2,252.4
2,208.4
2,208.2
2,026.6
1,648.1

Technology
338.0
329.4
339.4
341.7
332.7
309.0
337.2
314.8
305.2
326.2
322.9

Investment
963.5
1,622.1
1,321.9
1,167.1
1,281.8
1,807.7
1,011.8
1,134.7
960.4
1,205.6
2,204.0

Central bank & other inst.
579.6
394.9
378.6
656.2
605.4
254.9
450.1
1,080.0
1,050.8
1,092.4
850.1

Gold Demand

OTC and other
78.6
458.9
425.8
376.2
557.7
1,048.5
694.1
94.4
488.6
403.2
118.6

Total demand
4,360.3
4,369.5
4,307.2
4,462.6
4,382.1
3,703.4
4,051.5
4,737.8
4,524.6
4,650.8
5,025.2

LBMA Gold Price (US$/oz)
1,160.1
1,250.8
1,257.1
1,268.5
1,392.6
1,769.6
1,798.6
1,800.1
1,940.5
2,386.2
3,431.5

Note:

Totals
may not add due to independent rounding. Net producer hedging is the change in the physical market impact of mining companies’
gold loans, forwards and options positions.

(1)

“Tonne”
refers to one metric ton. This is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

Source:
Gold Demand Trends 2025 Statistics, World Gold Council

Historical
Chart of the Price of Gold

The
price of gold is volatile, and its fluctuations are expected to have a direct impact on the value of the Shares. However, movements in
the price of gold in the past, and any past or present trends, are not a reliable indicator of future movements. Movements may be influenced
by various factors, including announcements from central banks regarding a country’s reserve gold holdings, agreements among central
banks, fluctuations in the value of the U.S. dollar, political uncertainties around the world, and economic concerns.

5

The
following chart illustrates the changes in the gold spot prices from July 2016 through July 2026:

Source:
World Gold Council

Operation
of the Gold Market

The
global trade in gold consists of Over-the-Counter (“OTC”) transactions in spot, forwards, and options and other derivatives,
together with exchange-traded futures and options.

Over-the-Counter
Market

The
OTC gold market includes spot, forward, and option and other derivative transactions conducted on a principal-to-principal basis. While
this is a global, nearly 24-hour per day market, its main centers are London, New York and Zurich.

Most
OTC market trades are cleared through London. The LBMA plays an important role in setting OTC gold trading industry standards. A London
Good Delivery Bar (as described below), which is acceptable for settlement of any OTC transaction, will be acceptable for delivery to
the Trust in connection with the issuance of Baskets.

Futures
Exchanges

Futures
exchanges seek to provide a neutral, regulated marketplace for the trading of derivatives contracts for commodities, such as futures,
options and certain swaps. The terms of these contracts are defined by an exchange for each commodity. For each commodity traded, the
contract specifies the precise commodity quality and quantity standards, as well as the location and timing of physical delivery for
the reference physical commodity, although only a very small number of these contracts result in the actual commodity delivery.

An
exchange does not buy or sell those contracts, but seeks to offer a transparent forum where members, on their own behalf or on the behalf
of customers, can trade the contracts in a safe, efficient and orderly manner. The futures and options contracts, as well as some swaps,
are cleared through a derivatives clearing organization which ensures more accurate valuation of positions in these contracts as well
as settlement of trades in these contracts.

The
most significant gold futures exchange in the U.S. is COMEX, operated by Commodities Exchange, Inc., a subsidiary of New York Mercantile
Exchange, Inc., and a subsidiary of the Chicago Mercantile Exchange Group (the “CME Group”). Other commodity exchanges include
the Tokyo Commodity Exchange (“TOCOM”), the Multi Commodity Exchange Of India (“MCX”), the Shanghai Futures Exchange,
ICE Futures US (the “ICE”), and the Dubai Gold & Commodities Exchange.

6

Exchange
Regulation

In
addition to the public nature of the pricing, futures exchanges in the United States are regulated at two levels, internal and external
governmental supervision. The internal is performed through self-regulation as self-regulatory organizations and consists of regular
monitoring of the trading process to ensure that it is conducted in conformance with all exchange rules; the financial condition of all
exchange member firms to ensure that they continuously meet financial commitments; and the positions of commercial and non-commercial
customers to ensure that physical delivery and other commercial commitments can be met, and that pricing is not being improperly affected
by the size of any particular customer positions. External governmental oversight is performed by the CFTC, which reviews all the rules
and regulations of United States futures exchanges and monitors their enforcement. The CFTC oversees the operation of the U.S. commodity
futures markets, including COMEX and ICE Futures US. One of the principal public policy objectives of the Commodity Exchange Act is to
ensure the integrity of the markets it oversees and the reliability of the prices of trades on those markets. The Commodity Exchange
Act and CFTC require futures exchanges to ensure compliance with core principles applicable to designated contract markets to have rules
and procedures to prevent market manipulation, abusive trade practice and fraud, and the CFTC conducts regular review of the markets’
rule enforcement programs. Other local regulators enforce their own regulations governing trading platforms and futures exchanges located
in their jurisdictions.

The
London Bullion Market

Most
trading in physical gold is conducted on the OTC market, predominantly in London. The LBMA coordinates various OTC-market activities,
including clearing and vaulting, acts as the principal intermediary between physical gold market participants and the relevant regulators,
promotes good trading practices and develops standard market documentation. In addition, the LBMA promotes refining standards for the
gold market by maintaining the “London Good Delivery List,” which identifies refiners of gold that have been approved by
the LBMA.

In
the OTC market, gold bars that meet the specifications for weight, dimensions, fineness (or purity), identifying marks (including the
assay stamp of an LBMA-acceptable refiner) and appearance described in “The Good Delivery Rules for Gold and Silver Bars”
published by the LBMA are referred to as “London Good Delivery Bars.” A London Good Delivery Bar (typically called a “400-ounce
bar”) must contain between 350 and 430 fine troy ounces of gold (1 troy ounce = 31.1034768 grams), with a minimum fineness (or
purity) of 995 parts per 1000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is
calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar. A London
Good Delivery Bar must also bear the stamp of one of the refiners identified on the London Good Delivery List.

London
Market Regulation

Following
the enactment of the Financial Markets Act 2012, the Prudential Regulation Authority of the Bank of England is responsible for regulating
most of the financial firms that are active in the bullion market, and the Financial Conduct Authority is responsible for consumer and
competition issues. Trading in spot, forwards and wholesale deposits in the bullion market is subject to the Non-Investment Products
Code adopted by market participants.

Not
a Regulated Commodity Pool

The
Trust does not trade in gold futures, options or swap contracts on any futures exchange or over the counter. The Trust takes delivery
of gold that complies with the LBMA gold delivery rules. Because the Trust does not trade in gold futures, options or swap contracts
on any futures exchange or OTC, the Trust is not regulated by the CFTC or the NFA under the Commodity Exchange Act as a “commodity
pool,” and is not required to be operated by a CFTC-regulated commodity pool operator or advised by a commodity trading advisor.
Investors in the Trust do not receive the regulatory protections afforded to investors in commodity pools operated by registered commodity
pool operators, nor may any futures exchange or the NFA enforce its rules with respect to the Trust’s activities. In addition,
investors in the Trust do not benefit from the protections afforded to investors in gold futures, options or swaps contracts on regulated
futures exchanges or OTC.

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Other
Methods of Investing in Gold

The
Trust competes with other financial vehicles, including traditional debt and equity securities issued by companies in the gold industry
and other securities backed by or linked to gold, direct investments in gold and investment vehicles similar to the Trust.

Secondary
Market Trading

While
the Trust seeks to reflect generally the performance of the price of gold less the Trust’s expenses and liabilities, Shares may
trade at, above or below their NAV. The NAV of Shares will fluctuate with changes in the market value of the Trust’s assets. The
trading prices of Shares will fluctuate in accordance with changes in their NAV as well as market supply and demand. The amount of the
discount or premium in the trading price relative to the NAV may be influenced by non-concurrent trading hours between the major gold
markets and the Exchange. While the Shares trade on the Exchange until 4:00 p.m. (New York time), liquidity in the market for gold may
be reduced after the close of the major world gold markets, including London, Zurich and COMEX. As a result, during this time, trading
spreads, and the resulting premium or discount on Shares may widen. However, given that Baskets of Shares can be created and redeemed
in exchange for the underlying amount of gold, the Sponsor believes that the arbitrage opportunities may provide a mechanism to mitigate
the effect of such premium or discount.

Valuation
of Gold; Computation of Net Asset Value

On
each business day, as soon as practicable after 4:00 p.m. (New York time), the Trustee evaluates the gold held by the Trust and determines
the net asset value of the Trust and the NAV. For the purposes of making these calculations, a business day means any day other than
a day when the Exchange is closed for regular trading.

The
Trustee values the gold held by the Trust using that day’s LBMA Gold Price PM. LBMA Gold Price PM is the price per fine troy ounce
of gold, stated in U.S. dollars, determined by IBA following one or more 30-second electronic auctions conducted starting at 3:00 p.m.
(London time), on each day that the London gold market is open for business, and announced by the LBMA shortly thereafter. If there is
no LBMA Gold Price PM on any day, the Trustee is authorized to use the LBMA Gold Price AM announced on that day. If neither price is
available for that day, the Trustee will value the Trust’s gold based on the most recently announced LBMA Gold Price PM or LBMA
Gold Price AM. If the Sponsor determines that such price is inappropriate to use, the Sponsor will identify an alternate basis for evaluation
to be employed by the Trustee. Further, the Sponsor may instruct the Trustee to use on an on-going basis a different publicly available
price which the Sponsor determines to fairly represent the commercial value of the Trust’s gold. Neither the Trustee nor the Sponsor
are liable to any person for the determination that the most recently announced LBMA Gold Price PM (or other benchmark price) is not
appropriate as a basis for evaluation of the gold held or receivable by the Trust or for any determination as to the alternative basis
for evaluation, provided that such determination is made in good faith.

On
each day that the LBMA Gold Price PM is to be determined, a price for the first round of auction (and any round thereafter) is set by
a chairperson appointed by IBA, based on a set of rules and taking into account relevant pricing information available at the time, and
made publicly available in advance of the auction. Beginning at 3:00 p.m. (London time), the direct participants pre-qualified by IBA
and their sponsored clients are allowed, but not required, to electronically submit during a 30-second period buy and/or sell orders
for spot transactions in gold at the pre-determined price. If at the conclusion of the 30-second round the market is determined by IBA
to be balanced, the price determined by a chairperson for that round is the LBMA Gold Price PM for that day and announced as such by
the LBMA. If the market is not balanced at the end of the first auction, a chairperson will revise the starting price, and an additional
30-second auction is held at the new price. If necessary, the process is repeated until the market is determined to be balanced and the
price at which that determination occurs is the LBMA Gold Price PM for that date. For these purposes, the market is considered to be
balanced when, at the end of an auction, the total number of ounces of gold for which buy orders were submitted in that auction falls
within a certain pre-determined margin of tolerance from the total number of ounces of gold for which sell orders were submitted in the
auction. Once the LBMA Gold Price PM has been determined for a given day, the buy and sell orders entered by the auction participants
during the last auction will be executed at that day’s LBMA Gold Price PM. Any market imbalance remaining after the last auction
(which must be within the margin of tolerance) is allocated equally among all participants (and not only those participating in any auction
held on that date). IBA reserves a right to limit the allocation of any market imbalance on any date only among participants that have
entered an order during an auction on that date.

8

Once
the value of the Trust’s gold has been determined, the Trustee subtracts all accrued fees, expenses and other liabilities of the
Trust from the total value of the gold and all other assets of the Trust. The resulting figure is the net asset value of the Trust. The
Trustee determines the NAV per Share by dividing the net asset value of the Trust by the number of Shares outstanding at the time the
computation is made. Any estimate of the accrued but unpaid fees, expenses and liabilities of the Trust for purposes of computing the
net asset value of the Trust and NAV per Share of the Trust made by the Trustee in good faith shall be conclusive upon all persons interested
in the Trust.

Trust
Expenses

The
Trust’s only ordinary recurring expense is expected to be the Sponsor’s Fee. In exchange for the Sponsor’s Fee, the
Sponsor has agreed to assume the following expenses incurred by the Trust: The Trustee’s Fee and its ordinary out-of-pocket expenses,
the Custodian’s Fee and its reimbursable expenses, the Exchange listing fees, SEC registration fees, marketing expenses, printing
and mailing costs, audit fees and expenses and up to $200,000 per annum in legal fees and expenses.

The
Sponsor’s Fee is accrued daily at an annualized rate equal to 0.1749% of the net asset value of the Trust and is payable monthly
in arrears. The Sponsor may, at its discretion and from time to time, waive all or a portion of the Sponsor’s Fee for stated periods
of time. The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive
any such fees during any period not covered by the waiver. Presently, the Sponsor does not intend to waive any part of its fee. Furthermore,
the Sponsor may, in its sole discretion, agree to rebate all or a portion of the Sponsor’s Fee attributable to Shares held by certain
institutional investors subject to minimum Share holding and lock up requirements as determined by the Sponsor to foster stability in
the Trust’s asset levels. Any such rebate will be subject to negotiation and written agreement between the Sponsor and the investor
on a case-by-case basis. The Sponsor is under no obligation to provide any rebates of the Sponsor’s Fee. Neither the Trust nor
the Trustee will be a party to any Sponsor’s Fee rebate arrangements negotiated by the Sponsor. Any Sponsor’s Fee rebate
shall be paid from the funds of the Sponsor and not from the assets of the Trust.

The
Sponsor’s Fee will be paid through delivery of gold from the Trust Unallocated Account that has been de-allocated from the Trust
Allocated Account for this purpose. The Trustee will, when directed by the Sponsor, and, in the absence of such direction, may, in its
discretion, sell gold in such quantity and at such times, as may be necessary to permit payment of the Trust expenses or liabilities
not assumed by the Sponsor. The Trustee will endeavor to sell gold at such times and in the smallest amounts required to permit such
payments as they become due, it being the intention to avoid or minimize the Trust’s holdings of assets other than gold. Accordingly,
the amount of gold to be sold will vary from time to time depending on the level of the Trust’s expenses and the market price of
gold. The Custodian may, but is not required to purchase gold needed to cover Trust expenses provided that if the Trustee’s instruction
to sell gold is received by the Custodian by 2:00 p.m. (London time), the purchase price for the gold will be that day’s LBMA Gold
Price PM (or other applicable benchmark price), and if the Trustee’s instruction to sell gold is received by the Custodian after
2:00 p.m. (London time), the purchase price will be the next LBMA Gold Price PM (or other applicable benchmark price) available after
that day.

Cash
held by the Trustee pending payment of the Trust’s expenses will not bear any interest. Each sale of gold by the Trust will be
a taxable event to Shareholders for federal income tax purposes. See “United States Federal Income Tax Consequences—Taxation
of U.S. Shareholders.”

The
Sponsor’s Fee for the fiscal year ended June 30, 2026, was $2,534,557.

Deposit
of Gold; Issuance of Baskets

The
Trust creates and redeems Shares on a continuous basis but only in Baskets of 50,000 Shares. Upon the deposit of the corresponding amount
of gold with the Custodian, and the payment of the Trustee’s applicable fee and of any expenses, taxes or charges (such as stamp
taxes or stock transfer taxes or fees), the Trustee will deliver the appropriate number of Baskets to the DTC account of the depositing
Authorized Participant. Only Authorized Participants can deposit gold and receive Baskets of Shares in exchange. As of the date of this
prospectus, J.P. Morgan Securities LLC, Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co. LLC, and Virtu Americas LLC
are the Authorized Participants. The Sponsor and the Trustee maintain a current list of Authorized Participants. Gold allocated by the
Custodian to the Trust Allocated Account must meet the London Good Delivery Standards.

9

Before
making a deposit, the Authorized Participant must deliver to the Trustee a written purchase order indicating the number of Baskets it
intends to acquire. The Trustee will acknowledge the purchase order unless it or the Sponsor decides to refuse the purchase order as
permitted by the Trust Agreement. The date the Trustee receives that order determines the Basket Amount the Authorized Participant needs
to deposit. However, orders received by the Trustee after 3:59 p.m. (New York time) on a business day or on a business day when the LBMA
Gold Price PM or other applicable benchmark price is not announced, will not be accepted.

If
the Trustee accepts the purchase order, it transmits to the Authorized Participant, via facsimile or electronic mail message, no later
than 5:30 p.m. (New York time) on the date such purchase order is received, or deemed received, a copy of the purchase order endorsed
“Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant must deliver to the Custodian
at the Trust Unallocated Account loco London in exchange for each Basket. Prior to the Trustee’s acceptance as specified above,
a purchase order only represents the Authorized Participant’s unilateral offer to deposit gold in exchange for Baskets of Shares
and has no binding effect upon the Trust, the Trustee, the Custodian or any other party.

The
Basket Amount necessary for the creation of a Basket changes from day to day. On each day that the Exchange is open for regular trading,
the Trustee adjusts the quantity of gold constituting the Basket Amount as appropriate to reflect sales of gold, any loss of gold that
may occur, and accrued expenses. The computation is made by the Trustee as promptly as practicable after 4:00 p.m. (New York time). See
“The Trust—Valuation of Gold; Computation of Net Asset Value” for a description of how the LBMA Gold Price PM is determined,
and description of how the Trustee determines the NAV. The Trustee determines the Basket Amount for a given day by dividing the number
of Fine Ounces of gold held by the Trust as of the opening of business on that business day, adjusted for the amount of gold constituting
estimated accrued but unpaid fees and expenses of the Trust as of the opening of business on that business day, by the quotient of the
number of Shares outstanding at the opening of business divided by 50,000. Fractions of a Fine Ounce of gold smaller than 0.001 Fine
Ounce are disregarded for purposes of the computation of the Basket Amount. The Basket Amount so determined is communicated via electronic
mail message to all Authorized Participants and made available on the Sponsor’s website for the Shares. The Exchange also publishes
the Basket Amount determined by the Trustee as indicated above.

Because
the Sponsor has assumed what are expected to be most of the Trust’s expenses, and the Sponsor’s Fee accrues daily at the
same rate (i.e., 1/365th for a non-leap year or 1/366th for a leap year of the daily net asset value of the Trust multiplied
by 0.1749%), in the absence of any extraordinary expenses or liabilities, the amount of gold by which the Basket Amount decreases each
day is predictable. Authorized Participants may use that indicative Basket Amount as guidance regarding the amount of gold that they
may expect to have to deposit with the Custodian in respect of purchase orders placed by them on such next business day and accepted
by the Trustee. The Authorized Participant Agreement provides, however, that once a purchase order has been accepted by the Trustee,
the Authorized Participant will be required to deposit with the Custodian the Basket Amount determined by the Trustee on the effective
date of the purchase order.

No
Shares are issued unless and until the Custodian has informed the Trustee that it has allocated to the Trust Allocated Account (other
than up to 430 Fine Ounces, which may be held in the Trust Unallocated Account) the corresponding amount of gold.

Redemption
of Baskets

Authorized
Participants, acting on authority of the registered holder of Shares or on their own account, may surrender Baskets of Shares in exchange
for the corresponding Basket Amount announced by the Trustee. Upon the surrender of such Shares and the payment of the Trustee’s
applicable fee and of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes or fees), the Trustee will deliver
to the order of the redeeming Authorized Participant the amount of gold corresponding to the redeemed Baskets. Shares can only be surrendered
for redemption in Baskets of 50,000 Shares each.

10

Before
surrendering Baskets of Shares for redemption, an Authorized Participant must deliver to the Trustee a written request indicating the
number of Baskets it intends to redeem or on a business day when the LBMA Gold Price PM or other applicable benchmark price is not announced.
The date the Trustee receives that order determines the Basket Amount to be received in exchange. However, orders received by the Trustee
after 3:59 p.m. (New York time) on a business day or on a business day when the LBMA Gold Price PM or other applicable benchmark price
is not announced, will not be accepted.

The
redemption distribution from the Trust will consist of a credit to the redeeming Authorized Participant’s unallocated account representing
the amount of the gold held by the Trust evidenced by the Shares being redeemed as of the date of the redemption order. Fractions of
a Fine Ounce included in the redemption distribution smaller than 0.001 of a Fine Ounce are disregarded. The redemption distribution
will not be delivered unless and until all of the Shares to be redeemed have been received by the Trustee.

In
connection with any issuance or redemption of Shares, the Authorized Participant shall be responsible for paying or reimbursing to the
Custodian and the Trustee the amount of any applicable tax, fees or other governmental charge that may be due in connection with the
transfer of gold and the issuance and delivery of Shares, and any expense associated with the delivery of gold other than by credit to
an Authorized Participant’s unallocated account with the Custodian.

Redemptions
may be suspended, or the date for delivery of gold may be postponed, only (i) during any period in which regular trading on the Exchange
is suspended or restricted or the Exchange is closed (other than scheduled holiday or weekend closings), or (ii) during an emergency
as a result of which delivery, disposal or evaluation of gold is not reasonably practicable. Neither the Trustee nor the Sponsor will
be liable to any person by reason of any such suspension or postponement.

Fees
and Expenses of the Trustee

Each
deposit of gold for the creation of Baskets of Shares and each surrender of Baskets of Shares for the purpose of withdrawing Trust property
(including if the Trust Agreement terminates) must be accompanied by a payment to the Trustee of a fee of $500 (or such other fee as
the Trustee, with the prior written consent of the Sponsor, may from time to time announce).

The
Trustee is entitled to reimburse itself from the assets of the Trust for all expenses and disbursements incurred by it for extraordinary
services it may provide to the Trust or in connection with any discretionary action the Trustee may take to protect the Trust or the
interests of the holders.

The
Sponsor

The
Sponsor is a Delaware limited liability company and was formed on January 6, 2017. The Sponsor’s office is located at 250 Broadway
Fl 24, New York, New York 10007. Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, the sole
member of the Sponsor, GraniteShares, Inc., is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason
of being the sole member of the Sponsor.

The
Sponsor’s Role

The
Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering
in the United States and the listing of the Shares on the Exchange. The Sponsor has agreed to assume the organizational expenses of the
Trust and the following expenses incurred by the Trust: The Trustee’s monthly fee and its ordinary out-of-pocket expenses, the
Custodian’s Fee and its reimbursable expenses, Exchange listing fees, SEC registration fees, marketing expenses, printing and mailing
costs, audit fees and expenses and up to $200,000 per annum in legal fees and expenses.

11

The
Sponsor will not exercise day-to-day oversight over the Trustee or the Custodian. The Sponsor may remove the Trustee and appoint a successor
Trustee (i) if the Trustee ceases to meet certain objective requirements (including the requirement that it has capital, surplus and
undivided profits of at least $150 million), (ii) if, having received written notice of a material breach of its obligations under the
Trust Agreement, the Trustee has not cured the breach within 30 days, or (iii) if the Trustee refuses to consent to the implementation
of an amendment to the Trust’s initial Internal Control Over Financial Reporting. The Sponsor also has the right to replace the
Trustee during the 90 days following any merger, consolidation or conversion in which the Trustee is not the surviving entity or, in
its discretion, on the fifth anniversary of the creation of the Trust or on any subsequent third anniversary thereafter. The Sponsor
also has the right to direct the Trustee to appoint any new or additional Custodian that the Sponsor selects.

The
Sponsor has developed a marketing plan for the Trust, prepares marketing materials regarding the Shares, including the content of the
Trust’s website, and executes the marketing plan for the Trust on an ongoing basis.

The
Trustee

The
Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers, serves as the Trustee.
The Bank of New York Mellon has a trust office at 240 Greenwich Street New York, NY 10286, United States. The Bank of New York Mellon
is subject to supervision by the New York State Department of Financial Services and the Board of Governors of the Federal Reserve System.
A copy of the Trust Agreement is available for inspection at The Bank of New York Mellon’s trust office identified above. The Bank
of New York Mellon had at least $150 million in capital and retained earnings as of June 30, 2026.

The
Trustee’s Role

The
Trustee is responsible for the day-to-day administration of the Trust. This includes (i) processing orders for the creation and redemption
of Baskets; (ii) coordinating with the Custodian the receipt and delivery of gold transferred to, or by, the Trust in connection with
each issuance and redemption of Baskets; (iii) calculating the net asset value of the Trust on each business day; and (iv) selling the
Trust’s gold as needed to cover the Trust’s expenses. The Trustee intends to regularly communicate with the Sponsor to monitor
the overall performance of the Trust. The Trustee does not monitor the performance of the Custodian other than to review the reports
provided by the Custodian pursuant to the Custody Agreements. The Trustee, along with the Sponsor, will liaise with the Trust’s
legal, accounting and other professional service providers as needed. The Trustee will assist and support the Sponsor with the preparation
of the financial statements of the Trust and with all periodic reports required to be filed with the SEC on behalf of the Trust.

The
Custodian

ICBC
Standard Bank Plc, a public limited company incorporated under the laws of England and Wales, serves as the Custodian of the Trust’s
gold.

The
Custodian’s Role

The
Custodian is responsible for holding the Trust’s allocated gold as well as receiving and converting allocated and unallocated gold
on behalf of the Trust. Unless otherwise agreed between the Trustee (as instructed by the Sponsor) and the Custodian, physical gold must
be held by the Custodian at its London vault premises. At the end of each business day, the Custodian will hold no more than 430 Fine
Ounces of unallocated gold for the Trust, which corresponds to the maximum Fine Ounce weight of a London Good Delivery Bar. The Custodian
converts the Trust’s gold between allocated and unallocated gold when: (1) Authorized Participants engage in creation and redemption
transactions with the Trust; or (2) gold is sold to pay Trust expenses. The Custodian will facilitate the transfer of gold in and out
of the Trust through the unallocated gold accounts it may maintain for each Authorized Participant or unallocated gold accounts that
may be maintained for an Authorized Participant by another LBMA-approved gold-clearing bank, and through the unallocated gold account
it will maintain for the Trust. The Custodian is responsible for allocating specific bars of gold to the Trust Allocated Account.

The
Custodian will provide the Trustee with regular reports detailing the gold transfers in and out of the Trust Unallocated Account with
the Custodian and identifying the gold bars held in the Trust Allocated Account.

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The
Custodian’s fees and expenses are to be paid by the Sponsor. The Custodian and its affiliates may from time-to-time act as Authorized
Participants or purchase or sell gold or shares for their own account, as an agent for their customers and for accounts over which they
exercise investment discretion. The Trustee, on behalf of the Trust, has entered into the Custody Agreements with the Custodian, under
which the Custodian maintains the Trust Unallocated Account and the Trust Allocated Account.

Pursuant
to the Trust Agreement, if, upon the resignation of the Custodian, there would be no custodian acting pursuant to the Custody Agreements,
the Trustee shall, promptly after receiving notice of such resignation, appoint a substitute custodian or custodians selected by the
Sponsor pursuant to custody agreement(s) approved by the Sponsor (provided, however, that the rights and duties of the Trustee under
the Trust Agreement and the custody agreement(s) shall not be materially altered without its consent). When directed by the Sponsor,
and to the extent permitted by, and in the manner provided by, the Custody Agreements, the Trustee shall remove the Custodian and appoint
a substitute or appoint an additional custodian or custodians selected by the Sponsor. Each such substitute or additional custodian shall,
forthwith upon its appointment, enter into a Custody Agreement in form and substance approved by the Sponsor. After the entry into the
Custody Agreements, the Trustee shall not enter into or amend any Custody Agreement with a custodian without the written approval of
the Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand
that a custodian of the Trust deliver such of the Trust’s gold held by it as is requested of it to any other custodian or such
substitute or additional custodian or custodians directed by the Sponsor. In connection with such transfer of physical gold, the Trustee
will, at the direction of the Sponsor, cause the physical gold to be weighed or assayed. The Trustee shall have no liability for any
transfer of physical gold or weighing or assaying of delivered physical gold as directed by the Sponsor, and in the absence of such direction
shall have no obligation to effect such a delivery or to cause the delivered physical gold to be weighed, assayed or otherwise validated.

Under
the Trust Agreement, the Sponsor is responsible for appointing accountants, auditors or other inspectors to audit or examine the accounts
and operations of the Custodian and any successor custodian or additional custodian at such times as directed by the Sponsor as permitted
by the Custody Agreements. See “Inspection of Gold” for a summary of the provisions of the Custody Agreements permitting
the Sponsor and the Trustee and their identified representatives, independent public accountants and physical gold auditors to access
the premises of the Custodian and to examine the physical gold and records maintained by the Custodian pursuant to the Custody Agreements.
The Trustee has no obligation to monitor the activities of the Custodian other than to receive and review such reports of the gold held
for the Trust by such Custodian and of transactions in gold held for the account of the Trust made by such Custodian pursuant to the
Custody Agreements.

Inspection
of Gold

Under
the Custody Agreements, the Custodian will allow the Sponsor and the Trustee and their identified representatives, independent public
accountants and physical gold auditors (currently Bureau Veritas), access to its premises upon reasonable notice during normal business
hours, to examine the physical gold and such records as they may reasonably require to perform their respective duties with regard to
investors in Shares. The Trustee agrees that any such access shall be subject to execution of a confidentiality agreement and agreement
to the Custodian’s security procedures, and any such audit shall be at the Trust’s expense.

Description
of the Shares

General

The
Trustee is authorized under the Trust Agreement to create and issue an unlimited number of Shares. The Trustee creates Shares only in
Baskets (a Basket equals a block of 50,000 Shares) and only upon the order of an Authorized Participant. The Shares represent units of
fractional undivided beneficial interest in and ownership of the Trust and have no par value. Any creation and issuance of Shares above
the amount registered on the Trust’s then-current and effective registration statement with the SEC will require the registration
of such additional Shares.

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Description
of Limited Rights

The
Shares do not represent a traditional investment, and Shareholders should not view them as similar to “shares” of a corporation
operating a business enterprise with management and a board of directors. Shareholders do not have the statutory rights normally associated
with the ownership of shares of a corporation, including, for example, the right to bring “oppression” or “derivative”
actions. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable
and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Trust Agreement. The Shares do not
entitle their holders to any conversion or pre-emptive rights, or, except as provided below, any redemption rights or rights to distributions.

Distributions

If
the Trust is terminated and liquidated, the Trustee will distribute to the Shareholders any amounts remaining after the satisfaction
of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges and
contingent or future liabilities as the Trustee shall determine. Shareholders of record on the record date fixed by the Trustee for a
distribution will be entitled to receive their pro rata portion of any distribution.

Voting
and Approvals

Under
the Trust Agreement, Shareholders have no voting rights, except in limited circumstances. The Trustee may terminate the Trust upon the
agreement of Shareholders owning at least 75% of the outstanding Shares. In addition, certain amendments to the Trust Agreement require
advance notice to the Shareholders before the effectiveness of such amendments, but no Shareholder vote or approval is required for any
amendment to the Trust Agreement.

Redemption
of the Shares

The
Shares may only be redeemed by or through an Authorized Participant and only in Baskets.

Book-Entry
Form

Individual
certificates will not be issued for the Shares. Instead, one or more global certificates is deposited by the Trustee with DTC and registered
in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Under
the Trust Agreement, Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies (DTC Participants),
(2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (Indirect Participants), and (3)
those banks, brokers, dealers, trust companies and others who hold interests in the Shares through DTC Participants or Indirect Participants.
The Shares are only transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares
through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity through
which their Shares are held) to transfer the Shares. Transfers will be made in accordance with standard securities industry practice.

Custody
of the Trust’s Gold

The
Custodian, as instructed by the Trustee on behalf of the Trust, is authorized to accept, on behalf of the Trust, deposits of gold in
unallocated form. Acting on standing instructions specified in the Custody Agreements, the Custodian allocates gold deposited in unallocated
form with the Trust by selecting bars of physical gold for deposit to the Trust Allocated Account. All physical gold allocated to the
Trust must conform to the rules, regulations, practices and customs of the LPPM (including without limitation the good delivery rules
of the LPPM).

Gold
held for the Trust Allocated Account by the Custodian is held at the Custodian’s London vault. Gold temporarily held by the Custodian’s
currently selected sub-custodians and by sub-custodians of sub-custodians may be held in vaults located in England or in other locations.
When physical gold is held for the Trust Allocated Account by a sub-custodian, the Custodian will use, or where applicable require any
sub-custodian to use, commercially reasonable efforts to promptly transport such physical gold held on behalf of the Trust to the Custodian’s
London vault premises at the Custodian’s own cost and risk.

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The
Custodian’s vault is managed by The Brink’s Company. The Custodian segregates by identification in its books and records
the Trust’s gold in the Trust Allocated Account from any other gold which it owns or holds for others and requires the sub-custodians
it selects to so segregate the Trust’s gold held by them. This requirement reflects the current custody practice in the London
bullion market and, under the Trust Allocated Account Agreement, the Custodian is deemed to have communicated such requirement by virtue
of its participation in the London bullion market. The Custodian’s books and records are expected, as a matter of current London
bullion market custody practice, to identify every bar of gold held in the Trust Allocated Account in its own vault by refiner, assay,
serial number and weight. Sub-custodians selected by the Custodian are also expected, as a matter of current industry practice, to identify
in their books and records each bar of gold held for the Custodian by serial number and such sub-custodians may use other identifying
information.

The
Sponsor has contracted with a specialist bullion assaying firm to provide biannual inspections of the gold bars held on behalf of the
Trust and the Custodian’s records concerning the Trust Allocated Account and the Trust Unallocated Account as they may be reasonably
required to perform their respective duties to Shareholders. One audit will be conducted at the end of the fiscal year (June 30) and
the other at random, with the consent of the Custodian, on a date selected by the assaying firm.

United
States Federal Income Tax Consequences

The
following discussion of the material United States federal income tax consequences that generally will apply to the purchase, ownership
and disposition of Shares by a U.S. Shareholder (as defined below), and certain United States federal income consequences that may apply
to an investment in Shares by a Non-U.S. Shareholder (as defined below), represents, insofar as it describes conclusions as to United
States federal income tax law and subject to the limitations and qualifications described therein, the opinion of Carlton Fields, P.A.,
special United States federal income tax counsel to the Sponsor. The discussion below is based on the Code, Treasury Regulations promulgated
thereunder and judicial and administrative interpretations of the Code, all as in effect on the date of this Prospectus; no assurance
can be given that future legislation, regulations, court decisions and/or administrative pronouncements will not significantly change
applicable law and materially affect the conclusions expressed herein, and any such change, even though made after a Shareholder has
invested in the Trust, could be applied retroactively. The tax treatment of Shareholders may vary depending upon their own particular
circumstances. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant
to an investor in light of its particular circumstances, including banks, thrift institutions and certain other financial institutions,
insurance companies, tax-exempt organizations, broker-dealers, traders, Shareholders that are partnerships for United States federal
income tax purposes, persons holding Shares as a position in a “hedging,” “straddle,” “conversion,”
or “constructive sale” transaction for United States federal income tax purposes, qualified pension and profit-sharing plans,
individual retirement accounts (“IRAs”), certain other tax-deferred accounts, U.S. expatriates, persons whose “functional
currency” is not the U.S. dollar, persons with “applicable financial statements” within the meaning of Section 451(b)
of the Code, or other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following
discussion applies only to investors who will hold Shares as “capital assets” within the meaning of Section 1221 of the Code.
Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an owner of Shares. Purchasers
of Shares are urged to consult their own tax advisers with respect to all federal, state, local and foreign tax law considerations potentially
applicable to their investment in Shares.

For
purposes of this discussion, a “U.S. Shareholder” is a Shareholder that is:

-
an
individual who is treated as a citizen or resident of the United States for United States federal income tax purposes;

-
a
corporation (or entity treated as a corporation for United States federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of Columbia;

-
an
estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source;
or

-
a
trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial decisions of the trust, or a trust that has made a valid
election under applicable Treasury Regulations to be treated as a domestic trust.

15

A
Shareholder that is not a U.S. Shareholder as defined above is considered a “Non-U.S. Shareholder” for purposes of this discussion.
If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Shares, the tax treatment
of a partner generally depends upon the status of the partner and the activities of the partnership. If you are a partner of a partnership
holding Shares, the discussion below may not be applicable and we urge you to consult your own tax adviser for the U.S. federal tax implications
of the purchase, ownership and disposition of such Shares.

Taxation
of the Trust

The
Sponsor and the Trustee will treat the Trust as a “grantor trust” for United States federal income tax purposes. In the opinion
of Carlton Fields, P.A., special United States federal income tax counsel to the Sponsor, the Trust will be classified as a “grantor
trust” for United States federal income tax purposes. As a result, the Trust itself will not be subject to United States federal
income tax. Instead, the Trust’s income and expenses will “flow through” to the Shareholders, and the Trustee will
report the Trust’s income, gains, losses and deductions to the Internal Revenue Service (the “IRS”) on that basis.
The opinion of Carlton Fields, P.A. represents only its best legal judgment and is not binding on the IRS or any court and does not preclude
the IRS from taking a contrary position. Accordingly, there can be no assurance that the IRS will agree with the conclusions of counsel’s
opinion, and it is possible that the IRS or another tax authority could assert a position contrary to one or all of those conclusions
and that a court could sustain that contrary position. Neither the Sponsor nor the Trustee will request a ruling from the IRS with respect
to the classification of the Trust for United States federal income tax purposes. If the IRS were to assert successfully that the Trust
is not classified as a “grantor trust,” the Trust would likely be classified as a partnership for United States federal income
tax purposes, which may affect the timing and other tax consequences to the Shareholders and would require the Trust to forward tax information
on Schedule K-1 to investors.

The
following discussion assumes that the Trust will be classified as a “grantor trust” for United States federal income tax
purposes.

Taxation
of U.S. Shareholders

Shareholders
will be treated, for United States federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held
in the Trust. Shareholders also will be treated as if they directly received their respective pro rata shares of the Trust’s income,
if any, and as if they directly incurred their respective pro rata shares of the Trust’s expenses. In the case of a Shareholder
that purchases Shares for cash, its initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its
Shares will be equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares as part of a creation
of a Basket, the delivery of gold to the Trust in exchange for the underlying gold represented by the Shares will not be a taxable event
to the Shareholder, and the Shareholder’s tax basis and holding period for the Shareholder’s pro rata share of the gold held
in the Trust will be the same as its tax basis and holding period for the gold delivered in exchange therefor. For purposes of this discussion,
and unless stated otherwise, it is assumed that all of a Shareholder’s Shares are acquired on the same date and at the same price
per Share. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, should consult
their own tax advisers as to the determination of the tax basis and holding period for the underlying gold related to such Shares.

When
the Trust sells gold, for example to pay expenses, a Shareholder will recognize gain or loss in an amount equal to the difference between
(a) the Shareholder’s pro rata share of the amount realized by the Trust upon the sale and (b) the Shareholder’s tax basis
for its pro rata share of the gold that was sold. Such gain or loss will generally be long-term or short-term capital gain or loss, depending
upon whether the Shareholder has a holding period in its Shares of longer than one year. A Shareholder’s tax basis for its share
of any gold sold by the Trust generally will be determined by multiplying the Shareholder’s total basis for its share of all of
the gold held in the Trust immediately prior to the sale, by a fraction the numerator of which is the amount of gold sold, and the denominator
of which is the total amount of the gold held in the Trust immediately prior to the sale. After any such sale, a Shareholder’s
tax basis for its pro rata share of the gold remaining in the Trust will be equal to its tax basis for its share of the total amount
of the gold held in the Trust immediately prior to the sale, less the portion of such basis allocable to its share of the gold that was
sold.

16

Upon
a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold the portion or all, respectively,
of its pro rata share of the gold held in the Trust at the time of the sale that is attributable to the Shares sold. Accordingly, the
Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference between (a) the amount realized pursuant
to the sale of the Shares, and (b) the Shareholder’s tax basis for the portion of its pro rata share of the gold held in the Trust
at the time of sale that is attributable to the Shares sold, as determined in the manner described in the preceding paragraph.

A
redemption of some or all of a Shareholder’s Shares in exchange for the underlying gold represented by the Shares redeemed generally
will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the gold received in the redemption generally will
be the same as the Shareholder’s tax basis for the portion of its pro rata share of the gold held in the Trust immediately prior
to the redemption that is attributable to the Shares redeemed. The Shareholder’s holding period with respect to the gold received
should include the period during which the Shareholder held the Shares redeemed. A subsequent sale of the gold received by the Shareholder
will be a taxable event, unless a nonrecognition provision of the Code applies to such sale.

After
any sale or redemption of less than all of a Shareholder’s Shares, the Shareholder’s tax basis for its pro rata share of
the gold held in the Trust immediately after such sale or redemption generally will be equal to its tax basis for its share of the total
amount of the gold held in the Trust immediately prior to the sale or redemption, less the portion of such basis which is taken into
account in determining the amount of gain or loss recognized by the Shareholder upon such sale or, in the case of a redemption, that
is treated as the basis of the gold received by the Shareholder in the redemption

Maximum
28% Long-Term Capital Gains Tax Rate for U.S. Shareholders Who Are Individuals

Under
current law, gains recognized by individuals from the sale of “collectibles,” including gold, held for more than one year
are taxed at a maximum rate of 28%, rather than the current maximum 20% rate applicable to most other long-term capital gains. For these
purposes, gain recognized by an individual upon the sale of an interest in a trust that holds collectibles is treated as gain recognized
on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held
by the Trust. Therefore, any gain recognized by an individual U.S. Shareholder attributable to a sale of Shares held for more than one
year, or attributable to the Trust’s sale of any gold which the Shareholder is treated (through its ownership of Shares) as having
held for more than one year, generally will be taxed at a maximum federal income tax rate of 28%. The federal income tax rates for capital
gains recognized upon the sale of assets held by an individual U.S. Shareholder for one year or less are generally the same as those
at which ordinary income is taxed. A U.S. corporation’s capital gain is generally taxed at the same federal income tax rates applicable
to the corporation’s ordinary income.

3.8%
Tax on Net Investment Income

Certain
U.S. Shareholders who are individuals are required to pay a 3.8% tax on the lesser of the excess of their modified adjusted gross income
over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or their “net investment
income,” which generally includes capital gains from the disposition of property. This tax is in addition to any capital gains
taxes due on such investment income. A similar tax applies to estates and trusts. U.S. Shareholders should consult their own tax advisers
regarding the effect, if any, this law may have on their investment in the Shares.

Brokerage
Fees and Trust Expenses

Any
brokerage or other transaction fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder’s
tax basis in the underlying assets of the Trust. Similarly, any brokerage fee incurred by a Shareholder in selling Shares will reduce
the amount realized by the Shareholder with respect to the sale.

Shareholders
will be required to recognize the full amount of gain or loss upon a sale of gold by the Trust (as discussed above), even though some
or all of the proceeds of such sale are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata
shares of each expense incurred by the Trust to the same extent as if they directly incurred the expense. Shareholders who are individuals,
estates or trusts, or certain closely held corporations, however, may be subject to various limitations on their ability to use their
allocable share of the Trust’s deductions and losses. For example, miscellaneous itemized deductions, including expenses for the
production of income, are not currently deductible for taxable years beginning before January 1, 2026. Prospective Shareholders should
consult their own tax advisers regarding the United States federal income tax consequences of holding Shares in light of their particular
circumstance.

17

Investment
by U.S. Tax-Exempt Shareholders

Certain
U.S. Shareholders (“U.S. Tax-Exempt Shareholders”) are subject to United States federal income tax only on their “unrelated
business taxable income” (“UBTI”). Unless they incur debt in order to purchase Shares, it is expected that U.S. Tax-Exempt
Shareholders should not realize UBTI in respect of income or gains from the Shares. U.S. Tax-Exempt Shareholders should consult their
own independent tax advisers regarding the United States federal income tax consequences of holding Shares in light of their particular
circumstances.

Investment
by Regulated Investment Companies

Mutual
funds and other investment vehicles which are “regulated investment companies” within the meaning of Code Section 851 should
consult with their tax advisers concerning (1) the likelihood that an investment in Shares, although they are a “security”
within the meaning of the Investment Company Act, may be considered an investment in the underlying gold for purposes of Code Section
851(b), and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation of their qualification
under Code Section 851.

Investment
by Certain Retirement Plans

Section
408(m) of the Code provides that the purchase of a “collectible” as an investment for an IRA, or for a participant-directed
account maintained under any plan that is tax-qualified under Section 401(a) of the Code (“Tax Qualified Account”), is treated
as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the Tax Qualified Account is maintained,
of an amount equal to the cost to the account of acquiring the collectible. The IRS has issued private letter rulings which provide that
the purchase of shares of trusts similar to the Trust by an IRA or a Tax Qualified Account will not constitute the acquisition of a collectible
or be treated as resulting in a taxable distribution to the IRA owner or Tax Qualified Account participant under Code Section 408(m).
However, if any of the Shares so purchased are distributed from an IRA or Tax Qualified Account to the IRA owner or plan participant,
or if any gold received by such IRA or Tax Qualified Account upon the redemption of any of the Shares purchased by it is distributed
(or treated as distributed pursuant to Code Section 408(m)) to the IRA owner or plan participant, the Shares or gold so distributed will
be subject to federal income tax in the year of distribution, to the extent provided under the applicable provisions of Code Sections
408(d), 408(m) or 402. Private letter rulings are only binding on the IRS with respect to the taxpayer to which they were issued and
the Trust has neither requested nor obtained such a private letter ruling. Accordingly, potential IRA or Tax Qualified Account investors
are urged to consult with their own professional advisors concerning the treatment of an investment in Shares under Code Section 408(m).

Taxation
of Non-U.S. Shareholders

A
Non-U.S. Shareholder generally will not be subject to United States federal income tax with respect to gain recognized upon the sale
or other disposition of Shares, or upon the sale of gold by the Trust, unless (1) the Non-U.S. Shareholder is an individual and is present
in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being
from United States sources; or (2) the gain is effectively connected with the conduct by the Non-U.S. Shareholder of a trade or business
in the United States and certain other conditions are met.

United
States Information Reporting and Backup Withholding

The
Trustee will file certain information returns with the IRS, and provide certain tax-related information to Shareholders, in connection
with the Trust. To the extent required by applicable regulations, each Shareholder will be provided with information regarding its allocable
portion of the Trust’s annual income (if any) and expenses. A U.S. Shareholder may be subject to United States backup withholding
tax, at a rate of 24%, in certain circumstances unless it provides its taxpayer identification number and complies with certain certification
procedures. Non-U.S. Shareholders may have to comply with certification procedures to establish that they are not a United States person,
and some Non-U.S. Shareholders will be required to meet certain information reporting or certification requirements imposed by the Foreign
Account Tax Compliance Act, in order to avoid certain information reporting and withholding tax requirements.

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The
amount of any backup withholding will be allowed as a credit against a Shareholder’s United States federal income tax liability
and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS in a timely manner.

Taxation
in Jurisdictions Other Than the United States

Prospective
purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their own
tax advisers as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction other than the United States
to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as
to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption
or other dealing.

ERISA
and Related Considerations

ERISA
and/or Code Section 4975 impose certain requirements on certain employee benefit plans and certain other plans and arrangements, including
individual retirement accounts and annuities, Keogh plans, and certain commingled investment vehicles or insurance company general or
separate accounts in which such plans or arrangements are invested (collectively, “Plans”), and on persons who are fiduciaries
with respect to the investment of “plan assets” of a Plan. Government plans and some church plans are not subject to the
fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, but may be subject to substantially similar
rules under other federal law, or under state or local law (“Other Law”).

In
contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully
consider, taking into account the facts and circumstances of the Plan and the “Risk Factors” discussed above and whether
such investment is consistent with its fiduciary responsibilities under ERISA or Other Law, including, but not limited to: (1) whether
the investment is permitted under the Plan’s governing documents, (2) whether the fiduciary has the authority to make the investment,
(3) whether the investment is consistent with the Plan’s investment and funding objectives, (4) the tax effects of the investment
on the Plan (see, for example, “Investment by Retirement Plans” under “United States Federal Income Tax Consequences”
above), and (5) whether the investment satisfies the exclusive purpose, prudence, and diversification requirements under ERISA or Other
Law considering all relevant factors, including those discussed in this prospectus. In addition, ERISA and Code Section 4975 prohibit
a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified
persons” under Section 4975 of the Code. A violation of these rules may result in the imposition of significant excise taxes and
other liabilities. Plans subject to Other Law may be subject to similar restrictions.

It
is anticipated that the Shares will constitute “publicly offered securities” as defined in the Department of Labor “Plan
Asset Regulations,” §2510.3-101 (b)(2) as modified by Section 3(42) of ERISA. Accordingly, pursuant to the Plan Asset Regulations,
only Shares purchased by a Plan, and not an interest in the underlying assets held in the Trust, should be treated as assets of the Plan,
for purposes of applying the “fiduciary responsibility” rules of ERISA and the “prohibited transaction” rules
of ERISA and the Code. Fiduciaries of plans subject to Other Law should consult legal counsel to determine whether there would be a similar
result under the Other Law.

This
registration statement on Form S-3 and Preliminary Prospectus, as well as any Prospectus, relating to the Trust do not constitute an
undertaking to provide either individualized investment advice or impartial investment advice by the Sponsor and it is our intention
to not act in a fiduciary capacity with respect to any Plan.

Allowing
an investment in the Trust is not to be construed as a representation by the Sponsor or any of its affiliates, agents or employees that
this investment meets some or all of the relevant legal requirements with respect to investments by any particular Plan or that this
investment is appropriate for any such particular Plan. The person with investment discretion should consult with the Plan’s attorney
and financial advisors as to the propriety of an investment in the Trust in light of the circumstances of the particular Plan, current
tax law and ERISA.

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