NYSE: PLTM

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, “commodity interests” or any other instruments
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 the Shares are not “commodity interests”, 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 platinum. An investment in allocated physical platinum 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 platinum 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 platinum 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 platinum, they provide investors with an alternative that allows a level of participation in the platinum market
through the securities market.

1

Advantages
of investing in the Shares include:

Minimal
credit risk.

The
Shares represent an interest in physical platinum owned by the Trust (other than up to a maximum of 192 ounces of platinum held in unallocated
form) and held in physical custody at the Custodian. Physical platinum of the Trust in the Custodian’s possession is not subject
to borrowing arrangements with third parties. Other than the platinum temporarily being held in an unallocated platinum account of the
Trust in connection with deposits and an amount of platinum comprising less than 192 ounces which may be held in the unallocated platinum
account of the Trust on an ongoing basis, the net assets of the Trust will consist solely of the physical platinum, which is not subject
to counterparty or credit risks. This contrasts with most other financial products that gain exposure to precious metals through the
use of derivatives that are subject to counterparty and credit risks.

Backed
by platinum held by the Custodian on behalf of the Trust.

As
noted above, the Shares are backed primarily by allocated physical platinum 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 platinum has been deposited
into the Trust. Once deposited into the Trust, platinum 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 platinum corresponding to a Share
is significantly less than the minimum amounts of physical platinum 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 platinum 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 platinum, the Shares may represent a cost-efficient alternative for investors not otherwise
in a position to participate directly in the market for allocated physical platinum bullion, because the expenses involved in an investment
in allocated physical platinum bullion through the Shares are dispersed among all holders of Shares.

Overview
of the platinum industry

Introduction

This
section provides a brief introduction to the platinum industry by looking at some of the key participants and detailing the primary sources
of demand and supply.

Platinum
Group Metals

Platinum
and palladium are the two best known metals of the six platinum group metals (PGMs). Platinum and palladium have the greatest economic
importance and are found in the largest quantities. The other four—iridium, rhodium, ruthenium and osmium—are produced only
as co-products of platinum and palladium.

Primary
sources of supply and demand

Main
demand for platinum is mainly autocatalyst and jewelry. It is sourced through mining (74%) and recycling (26%).

2

The
Mining and Producer Sector

This
group includes mining companies that specialize in PGM production. PGMs are found primarily in South Africa (65% of the total mine production)
and Russia (14% of the total mine production).

Autocatalyst

Autocatalyst
is the main source of demand for platinum, with approximately 31% of the total demand, and is used primarily for diesel engines. Recycling
autocatalyst is also a significant source of supply, with 17% of the total supply.

Jewelry

Jewelry
is the second source of demand for platinum, representing approximately 23% of the total demand. Recycling jewelry accounts for approximately
8% of the total supply.

World
Platinum Supply and Demand 2022–2026

The
following table sets forth a summary of the world platinum supply and demand for the last five years and is based on information reported
by the PGM 2026 Market Report prepared by Johnson Matthey.

(000 ounces)
2022
2023
2024
2025
2026

Supply

Mine Production

South Africa
3,966
3,961
4,154
3,957
3,873

Russia
350
850
700
650
630

North America
270
288
264
224
235

Others
648
677
706
726
717

Total Mine Production
5,234
5,776
5,824
5,557
5,455

Automotive
1,201
1,082
1,092
1,132
1,204

Jewelry and Electrical Recycling
321
284
307
415
372

Total Supply
6,756
7,142
7,223
7,104
7,031

Demand

Automotive
2,742
3,356
3,389
3,329
3,226

Jewelry
1,401
1,372
1,380
1,507
1,349

Chemical
700
634
549
614
633

Electronics
241
206
236
261
277

Glass
875
813
459
428
443

Investment
(475 )
179
523
556
171

Medical and biomedical
245
258
266
281
282

Other
944
1,001
980
1,043
1,021

Total Demand
6,673
7,819
7,782
8,019
7,402

Movement in Stocks
83
(677 )
(559 )
(915 )
(371 )

Source:
Johnson Matthey, PGM Market Report 2026, published May 2026; 2026 includes projected information.

3

Historical
Chart of the Price of Platinum

The
price of platinum is volatile and its fluctuations are expected to have a direct impact on the value of the Shares. However, movements
in the price of platinum in the past, and any past or present trends, are not a reliable indicator of future movements.

Source:
Bloomberg

Operation
of the platinum market

The
global trade in platinum 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

Most
trading in physical platinum is conducted on the OTC market, predominantly in Zurich and London. The LPPM coordinates various OTC market
activities, including clearing and vaulting, acts as the principal intermediary between physical platinum market participants and the
relevant regulators, promotes good trading practices and develops standard market documentation. In addition, the LPPM promotes refining
standards for the platinum market by maintaining the “London/Zurich Good Delivery List,” which are the lists of LPPM accredited
melters and assayers of platinum.

The
basis for settlement and delivery of a spot trade is payment (generally in U.S. dollars) two business days after the trade date against
delivery. Delivery of the platinum can either be by physical delivery or through the clearing systems to an unallocated account. The
unit of trade in London and Zurich is the troy ounce, whose conversion between grams is: 1,000 grams is equivalent to 32.1507465 troy
ounces, and one troy ounce is equivalent to 31.1034768 grams.

A
good delivery platinum plate or ingot is acceptable for delivery in settlement of a transaction on the OTC market (a “Good Delivery
Platinum Plate or Ingot”). A Good Delivery Platinum Plate or Ingot must contain between 32 and 192 troy ounces of platinum with
a minimum fineness (or purity) of 999.5 parts per 1,000 (99.95%), be of good appearance, and be easy to handle and stack. A Good Delivery
Platinum Plate or Ingot must also bear the stamp of one of the melters and assayers who are on the LPPM approved list. Unless otherwise
specified, the platinum spot price always refers to the “Good Delivery Standards” set by the LPPM.

4

Market
Regulation

The
global platinum markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain trade
associations have established rules and protocols for market practices and participants. In the United Kingdom, responsibility for the
regulation of the financial market participants, including the major participating members of the LPPM, falls under the authority of
the Financial Conduct Authority (FCA) as provided by the Financial Services and Markets Act 2000 (“FSM Act”). Under this
act, all UK-based banks, together with other investment firms, are subject to a range of requirements, including fitness and properness,
capital adequacy, liquidity, and systems and controls.

The
FCA is responsible for regulating investment products, including derivatives, and those who deal in investment products. Regulation of
spot, commercial forwards, and deposits of platinum not covered by the FSM Act is provided for by The London Code of Conduct for Non-Investment
Products, which was established by market participants in conjunction with the Bank of England.

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 derivative clearing organization which ensures more accurate valuation of positions in these contracts as well
as settlement of trades in these contracts.

The
most significant platinum futures exchange in the U.S. is NYMEX, a subsidiary of the Chicago Mercantile Exchange Group (the “CME
Group”). Another commodity exchange includes the Tokyo Commodity Exchange (“TOCOM”).

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 by 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 noncommercial
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 the CME. 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.

5

Secondary
Market Trading

While
the Trust seeks to reflect generally the performance of the price of platinum 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
platinum markets and the Exchange. While the Shares trade on the Exchange until 4:00 p.m. (New York time), liquidity in the market for
platinum may be reduced after the close of the major world platinum markets, including London, Zurich and NYMEX. 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 platinum, the Sponsor believes that the arbitrage opportunities may provide
a mechanism to mitigate the effect of such premium or discount.

Valuation
of Platinum; 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 platinum held by the Trust and determines
the net asset value of the Trust and the NAV. For 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 platinum held by the Trust using that day’s LBMA Platinum Price PM. LBMA Platinum Price PM is the price per
troy ounce of platinum, stated in U.S. dollars, determined by the LME, following an auction process starting after 2:00 p.m. (London
time), on each day that the London platinum market is open for business, and announced by the LME shortly thereafter.

If
there is no LBMA Platinum Price PM on any day, the Trustee is authorized to use the LBMA Platinum Price AM announced on that day. If
neither price is available for that day, the Trustee will value the Trust’s platinum based on the most recently announced LBMA
Platinum Price PM or LBMA Platinum 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
platinum. Neither the Trustee nor the Sponsor are liable to any person for the determination that the most recently announced LBMA Platinum
Price PM (or other benchmark price) is not appropriate as a basis for evaluation of the platinum 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.

Once
the value of the Trust’s platinum has been determined, the Trustee subtracts all accrued fees, expenses and other liabilities of
the Trust from the total value of the platinum 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 $100,000 per annum in legal fees and expenses.

The
Sponsor’s Fee is accrued daily at an annualized rate equal to 0.50% 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. However,
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 shareholding 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.

6

The
Sponsor’s Fee will be paid through delivery of platinum 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 platinum 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 platinum 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 platinum. Accordingly,
the amount of platinum to be sold will vary from time to time depending on the level of the Trust’s expenses and the market price
of platinum. The Custodian may, but is not required to purchase platinum needed to cover Trust expenses provided that if the Trustee’s
instruction to sell platinum is received by the Custodian by 1:00 p.m. (London time), the purchase price for the platinum will be that
day’s LBMA Platinum Price PM (or other applicable benchmark price), and if the Trustee’s instruction to sell platinum is
received by the Custodian after 1:00 p.m. (London time), the purchase price will be the next LBMA Platinum Price PM (or other applicable
benchmark price) available after that day.

The
Sponsor’s Fee for the year ended June 30, 2026 was $930,015.

Cash
held by the Trustee pending payment of the Trust’s expenses will not bear any interest. Each sale of platinum 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.”

Deposit
of Platinum; 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 platinum 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 platinum and receive Baskets of Shares in exchange. As of the date of
this report, 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. Platinum allocated
by the Custodian to the Trust Allocated Account must meet the Good Delivery Standards.

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
Platinum 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 platinum 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 platinum constituting the Basket Amount as appropriate to reflect sales of platinum, any loss of
platinum 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 Platinum; Computation of Net Asset Value” for a description of how the LBMA
Platinum 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 Ounces of platinum held by the Trust as of the opening of business on that business day, adjusted
for the amount of platinum 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 an
Ounce of platinum smaller than 0.001 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.

7

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., 1/366th for a leap year or 1/365th for a non-leap year of the daily net asset value of the Trust multiplied by 0.50%),
in the absence of any extraordinary expenses or liabilities, the amount of platinum by which the Basket Amount decreases each day is
predictable. Authorized Participants may use that indicative Basket Amount as guidance regarding the amount of platinum 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 192 Ounces, which may be held in the Trust Unallocated Account) the corresponding amount of platinum.

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 platinum corresponding to the redeemed Baskets. Shares can only be
surrendered for redemption in Baskets of 50,000 Shares each.

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 Platinum 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 Platinum 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 platinum held by the Trust evidenced by the Shares being redeemed as of the date of the redemption order. Fractions
of an Ounce included in the redemption distribution smaller than 0.001 of an 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 platinum and the issuance and delivery of Shares, and any expense associated with the delivery of platinum other than by
credit to an Authorized Participant’s unallocated account with the Custodian.

Redemptions
may be suspended, or the date for delivery of platinum 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 platinum is not reasonably practicable. Neither the Trustee nor the Sponsor
will be liable to any person by reason of any such suspension or postponement.

8

Fees
and Expenses of the Trustee

Each
deposit of platinum 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,
24th Floor, 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 $100,000 per annum in legal fees and expenses.

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 have 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 platinum 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 platinum 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.

9

The
Custodian

The
Custodian is responsible for holding the Trust’s allocated platinum as well as receiving and converting allocated and unallocated
platinum on behalf of the Trust. Unless otherwise agreed between the Trustee (as instructed by the Sponsor) and the Custodian, physical
platinum 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 192 Ounces of unallocated platinum for the Trust, which corresponds to the maximum Ounce weight of Good Delivery Platinum or Ingot.
The Custodian converts the Trust’s platinum between allocated and unallocated platinum when: (1) Authorized Participants engage
in creation and redemption transactions with the Trust; or (2) platinum is sold to pay Trust expenses. The Custodian will facilitate
the transfer of platinum in and out of the Trust through the unallocated platinum accounts it may maintain for each Authorized Participant
or unallocated platinum accounts that may be maintained for an Authorized Participant by another LPPM-approved platinum-clearing bank,
and through the unallocated platinum account it will maintain for the Trust. The Custodian is responsible for allocating specific bars
of platinum to the Trust Allocated Account.

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

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 platinum 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 platinum 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 platinum, the
Trustee will, at the direction of the Sponsor, cause the physical platinum to be weighed or assayed. The Trustee shall have no liability
for any transfer of physical platinum or weighing or assaying of delivered physical platinum 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 platinum 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 Platinum” 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 platinum auditors
to access the premises of the Custodian and to examine the physical platinum 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 platinum held for the Trust by such Custodian and of transactions in platinum held for the account of the Trust made by such Custodian
pursuant to the Custody Agreements.

10

Inspection
of Platinum

Under
the Custody Agreements, the Custodian will allow the Sponsor and the Trustee and their identified representatives, independent public
accountants and physical platinum auditors (currently Bureau Veritas), access to its premises upon reasonable notice during normal business
hours, to examine the physical platinum 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.

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.

11

Custody
of the Trust’s Platinum

The
Custodian, as instructed by the Trustee on behalf of the Trust, is authorized to accept, on behalf of the Trust, deposits of platinum
in unallocated form. Acting on standing instructions specified in the Custody Agreements, the Custodian allocates platinum deposited
in unallocated form with the Trust by selecting plates or ingots of physical platinum for deposit to the Trust Allocated Account. All
physical platinum 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).

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

The
Custodian’s vault is managed by The Brink’s Company. The Custodian segregates by identification in its books and records
the Trust’s platinum in the Trust Allocated Account from any other platinum which it owns or holds for others and requires the
subcustodians it selects to so segregate the Trust’s platinum 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 plate or ingot of platinum held in the Trust Allocated Account in its own vault
by refiner, assay, serial number and weight. Subcustodians selected by the Custodian are also expected, as a matter of current industry
practice, to identify in their books and records each plate or ingot of platinum held for the Custodian by serial number and such subcustodians
may use other identifying information.

The
Sponsor has contracted with a specialist bullion assaying firm to provide biannual inspections of the platinum plates and ingots 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, special
United States federal income tax counsel to the Sponsor. The discussion below is based on the Internal Revenue Code of 1986, as amended
(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.

12

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.

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, 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, LLP 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.

13

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 platinum to the Trust in exchange for the underlying platinum 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
platinum held in the Trust will be the same as its tax basis and holding period for the platinum 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
platinum related to such Shares.

When
the Trust sells platinum, 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 platinum 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 platinum sold by the Trust generally will be determined by multiplying the Shareholder’s total basis
for its share of all of the platinum held in the Trust immediately prior to the sale, by a fraction the numerator of which is the amount
of platinum sold, and the denominator of which is the total amount of the platinum 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 platinum remaining in the Trust will be equal to its tax
basis for its share of the total amount of the platinum held in the Trust immediately prior to the sale, less the portion of such basis
allocable to its share of the platinum that was sold.

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 platinum 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 platinum 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 platinum represented by the Shares redeemed
generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the platinum 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 platinum 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 platinum received should include the period during which the Shareholder held the Shares redeemed. A subsequent sale of the platinum
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 platinum 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 platinum 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 platinum 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 platinum, 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 platinum 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.

14

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 platinum 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.

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 (i) 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 platinum for purposes of Code Section
851(b), and (ii) 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 platinum 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 platinum 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).

15

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 platinum 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.

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”).

16

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 fiduciaries or “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 under Section 4975 of the Code and other liabilities under ERISA. 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-1 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.