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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended June 30, 2025

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
file number: 001-38195

 (Exact
name of registrant as specified in its charter)

 New
 York

 82-6393903

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 c/o
 GRANITESHARES LLC

 Broadway – 21 st floor

 New
 York, NY

 10038

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code:

 (646) 876 5096

 Securities
registered pursuant to Section 12(b) of the Act:

 BAR

 Title
 of each class

 Name
 of each exchange on which registered

 Gold Shares

 NYSE
 Arca

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

 Yes
 No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non
 accelerated filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Aggregate
market value of the registrant's Shares outstanding based upon the closing price of a Share on June 30, 2025, as reported by the
NYSE Arca, Inc. on that date: $ 1,113,024.

 As
of August 08, 2025, GraniteShares Gold Trust has 33,600,000 GraniteShares Gold Shares outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE: None.

 Statement
Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K includes statements which relate to future events or future performance. In some cases, you can identify such
forward-looking statements by terminology such as "may," "will," "should," "expect,"
"plan," "anticipate," "believe," "estimate," "predict," "potential"
or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in
this prospectus that address activities, events or developments that may occur in the future, including such matters as changes in commodity
prices and market conditions (for gold and the Shares), the Trust's operations, the Sponsor's plans and references to the
Trust's future success and other similar matters are forward-looking statements. These statements are only predictions. Actual
events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the
basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes
are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor's expectations
and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus,
general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental
authorities or regulatory bodies, and other world economic and political developments. See "Risk Factors." Consequently,
all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance
that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result
in the expected consequences to, or have the expected effects on, the Trust's operations or the value of the Shares. Moreover,
neither the Sponsor, nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements.
Neither the Trust nor the Sponsor undertakes an obligation to publicly update or conform to actual results any forward-looking statement,
whether as a result of new information, future developments or otherwise, except as required by law.

 TABLE
OF CONTENTS

 Item 1. Business

 Trust Objective

 Description of the Gold Industry

 Operation of the Gold Market

 Secondary Market Trading

 Valuation of Gold; Computation of Net Asset Value

 Trust Expenses

 Deposit of Gold; Issuance of Baskets

 Redemption of Baskets

 Fees and Expenses of the Trustee

 The Sponsor

 The Trustee

 The Custodian

 Inspection of Gold

 Description of the Shares

 Custody of the Trust's Gold

 United States Federal Income Tax Consequences

 ERISA and Related Considerations

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. Selected Financial Data

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 Item 8. Financial Statements and Supplementary Data (Unaudited)

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Item 16. Form 10-K Summary

 SIGNATURES

 PART
I

 Item
1. Business

 The
purpose of the GraniteShares Gold Trust (the "Trust") is to own gold transferred to the Trust in exchange for shares issued
by the Trust ("Shares"). Each Share represents a fractional undivided beneficial interest in and ownership of the Trust.
The assets of the Trust are anticipated to consist solely of gold bullion. The Trust was formed on August 24, 2017, when an initial deposit
of gold was made in exchange for the issuance of two Baskets (a "Basket" consists of 50,000 Shares).

 The
sponsor of the Trust is GraniteShares LLC (the "Sponsor"). The trustee of the Trust is The Bank of New York Mellon (the "Trustee")
and the custodian is ICBC Standard Bank (the "Custodian").

 The
Trust's Shares at redeemable value increased from US$ 790,994,009 on June 30, 2024, to US$ 1,105,575,430 on June 30, 2025, the
Trust's fiscal year end. The Outstanding Shares in the Trust decreased from 34,350,000 Shares on June 30, 2024, to 34,100,000 Shares
on June 30, 2025.

 The
Trust is not managed like a corporation or an active investment vehicle. The Trust has no directors, officers or employees. It does not
engage in any activities designed to obtain a profit from or to improve the losses caused by changes in the price of gold. The gold held
by the Trust will only be delivered to pay the remuneration due to the Sponsor (the "Sponsor's Fee"), distributed to
Authorized Participants (defined under Item 7) in connection with the redemption of Baskets or sold (1) on an as-needed basis to pay
Trust expenses not assumed by the Sponsor, (2) in the event the Trust terminates and liquidates its assets, or (3) as otherwise required
by law or regulation.

 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.

 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.

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.

 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 (2014-2024)

 The
following table sets forth a summary of the world gold supply and demand from 2014 to 2024:

 In tonnes (1)

 2014

 2015

 2016

 2017

 2018

 2019

 2020

 2021

 2022

 2023

 2024

 Supply

 Mine production

 3,271.5

 3,362.4

 3,516.2

 3,580.6

 3,658.4

 3,606.1

 3,482.7

 3,573.1

 3,638.2

 3,647.1

 3,673.0

 Net producer hedging

 104.9

 12.9

 37.6

 -25.5

 -11.6

 6.2

 -36.6

 -5.4

 -6.5

 69.4

 -54.6

 Recycled gold

 1,129.6

 1,067.1

 1,232.1

 1,112.4

 1,131.7

 1,275.7

 1,293.1

 1,135.8

 1,136.3

 1,234.4

 1,369.3

 Total supply

 4,506.0

 4,442.3

 4,786.0

 4,667.4

 4,778.5

 4,887.9

 4,739.2

 4,703.5

 4,768.0

 4,950.9

 4,987.8

 Demand

 Fabrication

 Jewellery

 2,543.8

 2,479.3

 2,018.8

 2,257.3

 2,289.7

 2,151.8

 1,323.7

 2,247.4

 2,228.3

 2,206.0

 2,012.2

 Technology

 355.1

 338.0

 329.4

 339.4

 341.7

 332.7

 309.0

 337.2

 314.8

 305.2

 326.3

 Investment

 904.7

 967.4

 1,616.2

 1,315.0

 1,160.9

 1,274.6

 1,794.9

 991.5

 1,112.6

 945.6

 1,181.7

 Central bank & other inst.

 601.1

 579.6

 394.9

 378.6

 656.2

 605.4

 254.9

 450.1

 1,080.0

 1,050.8

 1,086.0

 Gold demand

 OTC and other

 101.3

 78.1

 426.8

 377.2

 329.9

 523.4

 1,056.9

 677.3

 32.3

 443.3

 381.7

 Total demand

 4,506.0

 4,442.3

 4,786.0

 4,667.4

 4,778.5

 4,887.9

 4,739.2

 4,703.5

 4,768.0

 4,950.9

 4,987.8

 LBMA Gold Price (US$/oz)

 1,266.4

 1,160.06

 1,250.8

 1,257.1

 1,268.4

 1,392.6

 1,769.5

 1798.6

 1,800.0

 1,940.54

 2,386.2

 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.

 The
following chart illustrates the changes in the gold spot prices from July 2015 through June 2025:

 Source:
Bloomberg and GraniteShares

 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.

 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.

 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.

 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 $100,000 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, 2025, was $1,639,442.

 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.

 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.

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 1/366 th 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.

 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 222 Broadway,
New York, New York 10038. 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 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, 2025.

 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.

 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.

 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.

 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.

 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.

 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.

 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.

 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.

 Item
1A. Risk Factors

the Shares are created to reflect the price of the gold held by the Trust, the market price of the Shares will be as unpredictable as
the price of gold has historically been. This creates the potential for losses, regardless of whether you hold Shares for the short-,
mid- or long-term.

are created to reflect, at any given time, the market price of gold owned by the Trust at that time less the Trust's expenses and
liabilities. Because the value of Shares depends on the price of gold, it is subject to fluctuations similar to those affecting gold
prices. The price of gold has fluctuated widely over the past several years. If gold markets continue to be characterized by the wide
fluctuations that they have shown in the past several years, the price of the Shares will change widely and in an unpredictable manner.
This exposes your investment in Shares to potential losses if you need to sell your Shares at a time when the price of gold is lower
than it was when you made your investment in Shares. Even if you are able to hold Shares for the mid- or long-term you may never realize
a profit, because gold markets have historically experienced extended periods of flat or declining prices.

 Following
an investment in Shares, several factors may have the effect of causing a decline in the prices of gold and a corresponding decline in
the price of Shares. Among them:

 -

 Large
 sales, including those by the official sector (government, central banks and related institutions), which own a significant portion
 of the aggregate world holdings. If one or more of these institutions decides to sell in amounts large enough to cause a decline
 in world gold prices, the price of the Shares will be adversely affected.

 -

 A
 significant increase in gold hedging activity by gold producers either by selling gold forward or entering short positions on gold
 derivatives. Should there be an increase in the level of hedge activity of gold producing companies, it could cause a decline in
 world gold prices, adversely affecting the price of the Shares.

 -

 A
 significant change in the attitude of speculators and investors towards gold. Should the speculative community take a negative view
 towards gold, it could cause a decline in world gold prices, negatively impacting the price of the Shares. Attitudes towards gold
 could be influenced by:

 Investors'
 expectations regarding future inflation rates;

 Currency
 exchange rate volatility;

 Interest
 rate volatility; and

 Unexpected
 political, economic, global or regional incidents.

 Conversely,
several factors may trigger a temporary increase in the price of gold prior to your investment in the Shares. If that is the case, you
will be buying Shares at prices affected by the temporarily high prices of gold, and you may incur losses when the causes for the temporary
increase disappear.

 The
amount of gold represented by each Share will decrease over the life of the Trust due to the sales of gold necessary to pay the Sponsor's
Fee and Trust expenses. Without increases in the price of gold sufficient to compensate for that decrease, the price of the Shares will
also decline and you will lose money on your investment in Shares.

the Sponsor has agreed to assume all organizational and certain ordinary expenses incurred by the Trust, not all Trust expenses have
been assumed by the Sponsor. For example, any taxes and other governmental charges that may be imposed on the Trust's property
will not be paid by the Sponsor. As part of its agreement to assume some of the Trust's ordinary administrative expenses, the Sponsor
has agreed to pay legal fees and expenses of the Trust not in excess of $200,000 per annum. Any legal fees and expenses in excess of
that amount will be the responsibility of the Trust.

the Trust does not have any income, it needs to sell gold to cover expenses not assumed by the Sponsor. The Trust may also be subject
to other liabilities (for example, as a result of litigation) which have also not been assumed by the Sponsor. The only source of funds
to cover those liabilities will be sales of gold held by the Trust. Even if there are no expenses other than those assumed by the Sponsor,
and there are no other liabilities of the Trust, the Trustee will still need to sell gold to pay the Sponsor's Fee. The result
of these sales is a decrease in the amount of gold represented by each Share. New deposits of gold, received in exchange for new Shares
issued by the Trust, do not reverse this trend.

 A
decrease in the amount of gold represented by each Share results in a decrease in its price even if the price of gold has not changed.
To retain the Share's original price, the price of gold has to increase. Without that increase, the lesser amount of gold represented
by the Share will have a correspondingly lower price. If these increases do not occur, or are not sufficient to counter the lesser amount
of gold represented by each Share, you will sustain losses on your investment in Shares.

 An
increase in the Trust expenses not assumed by the Sponsor, or the existence of unexpected liabilities affecting the Trust, will force
the Trustee to sell larger amounts of gold, and will result in a more rapid decrease of the amount of gold represented by each Share
and a corresponding decrease in its value.

 Future
governmental decisions may have significant impact on the price of gold, which may result in a significant decrease or increase in the
value of the net assets and the net asset value of the Trust.

 Generally,
gold prices reflect the supply and demand of available gold. Governmental decisions, such as the executive order issued by the President
of the United States in 1933 requiring all persons in the United States to deliver gold to the Federal Reserve or the abandonment of
the gold standard by the United States in 1971, have been viewed as having significant impact on the supply and demand of gold and the
price of gold. Future governmental decisions may have an impact on the price of gold, and may result in a significant decrease or increase
in the value of the net assets and the net asset value of the Trust. Further regulations applicable to U.S. banks and non-U.S. bank entities
operating in the U.S. with respect to their trading in physical commodities, such as precious metals, may further impact the price of
gold in the U.S.

 The
Trust is a passive investment vehicle. This means that the value of your Shares may be adversely affected by Trust losses that, if the
Trust had been actively managed, it might have been possible to avoid.

 The
Trustee does not actively manage the gold held by the Trust. This means that the Trustee does not sell gold at times when its price is
high, or acquire gold at low prices in the expectation of future price increases. It also means that the Trustee does not make use of
any of the hedging techniques available to professional gold investors to attempt to reduce the risks of losses resulting from price
decreases. Any losses sustained by the Trust will adversely affect the value of your Shares.

 The
price received upon the sale of Shares may be less than the value of the gold represented by them.

 The
result obtained by subtracting the Trust's expenses and liabilities on any day from the price of the gold owned by the Trust on
that day is the net asset value of the Trust which, when divided by the number of Shares outstanding on that day, results in the NAV
per Share.

may trade at, above or below their NAV. The NAV 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 NAVs 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 will trade on the Exchange until 4:00 p.m. (New York time), liquidity in the market for gold will
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.

 An
investment in the Trust may be adversely affected by competition from 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. Market and
financial conditions, and other conditions beyond the Sponsor's control, may make it more attractive to invest in other financial
vehicles or to invest in gold directly, which could affect the market capitalization of the Trust and reduce the NAV. To the extent existing
exchange traded funds, or ETFs, or other exchange traded vehicles tracking gold markets represent a significant proportion of demand
for physical gold bullion, large redemptions of the securities of these ETFs or other exchange traded vehicles could negatively affect
physical gold bullion prices and the price and NAV.

 The
Trust may be forced to sell gold earlier than anticipated if expenses are higher than expected.

 The
Trust may be forced to sell physical gold earlier than anticipated if the Trust's expenses are higher than estimated. Such accelerated
sales may result in a reduction of the NAV and the value of the Shares.

the Trust is not a diversified investment, it may be more volatile than other investments.

 An
investment in the Trust is not intended as a complete investment plan. Because the Trust principally only holds physical gold, an investment
in the Trust will in all likelihood be more volatile than an investment in a more broadly diversified portfolio. Accordingly, the NAV
will likely be more volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially
over time. An investment in the Trust other than for specific purposes such as hedging should be viewed as speculative and is not intended
as a complete investment program; therefore investors should review closely the objective and strategy, the investment and operating
restrictions and the redemption provisions of the Trust as outlined herein and familiarize themselves with the risks associated with
an investment in the Trust.

 The
liquidation of the Trust may occur at a time when the disposition of the Trust's gold will result in losses to investors in Shares.

 The
Trust may have a limited duration. If certain events occur, at any time, the Trustee will have to terminate the Trust. See "Description
of the Shares and the Trust Agreement—Amendment and Termination" for more information about the termination of the Trust,
including when events outside the control of the Sponsor, the Trustee or the Shareholders may prompt the Trust's termination.

 Upon
termination of the Trust, the Trustee will sell gold in the amount necessary to cover all expenses of liquidation, and to pay any outstanding
liabilities of the Trust. The remaining gold will be distributed among Authorized Participants surrendering Shares. Any gold remaining
in the possession of the Trustee after 60 days may be sold by the Trustee and the proceeds of the sale will be held by the Trustee until
claimed by any remaining holders of Shares. Sales of gold in connection with the liquidation of the Trust at a time of low prices will
likely result in losses, or adversely affect your gains, on your investment in Shares.

 There
may be situations where an Authorized Participant is unable to redeem a Basket of Shares. To the extent the value of gold decreases,
these delays may result in a decrease in the value of the gold the Authorized Participant will receive when the redemption occurs, as
well as a reduction in liquidity for all Shareholders in the secondary market.

Shares surrendered by Authorized Participants in Basket-size aggregations are redeemable in exchange for the underlying amount of gold,
redemptions may be suspended during any period while regular trading on the Exchange is suspended or restricted, or in which an emergency
exists that makes it reasonably impracticable to deliver, dispose of, or evaluate gold. If any of these events occurs at a time when
an Authorized Participant intends to redeem Shares, and the price of gold decreases before such Authorized Participant is able again
to surrender Shares for redemption, such Authorized Participant will sustain a loss with respect to the amount that it would have been
able to obtain in exchange for the gold received from the Trust upon the redemption of its Shares, had the redemption taken place when
such Authorized Participant originally intended it to occur. As a consequence, Authorized Participants may reduce their trading in Shares
during periods of suspension, decreasing the number of potential buyers of Shares in the secondary market and, therefore, decreasing
the price a Shareholder may receive upon sale.

 The
liquidity of the Shares may also be affected by the withdrawal from participation of Authorized Participants.

 In
the event that one or more Authorized Participants, particularly those that have substantial interests in Shares, withdraw from participation,
the liquidity of the Shares will likely decrease which could adversely affect the market price of the Shares and result in your incurring
a loss on your investment.

 Authorized
Participants with large holdings may choose to terminate the Trust.

 Holders
of 75% of the Shares have the power to terminate the Trust. This power may be exercised by a relatively small number of holders. If it
is so exercised, investors who wished to continue to invest in gold through the vehicle of the Trust will have to find another vehicle,
and may not be able to find another vehicle that offers the same features as the Trust.

 The
lack of an active trading market for the Shares may result in losses on your investment at the time of disposition of your Shares.

Shares are listed for trading on the Exchange, you should not assume that an active trading market for the Shares will develop or be
maintained. If you need to sell your Shares at a time when no active market for them exists, such lack of an active market will most
likely adversely affect the price you receive for your Shares (assuming you are able to sell them).

 If
the process of creation and redemption of Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions
intended to keep the price of the Shares closely linked to the price of gold may not exist and, as a result, the price of the Shares
may fall or otherwise diverge from NAV.

 If
the processes of creation and redemption of Shares (which depend on timely transfers of gold to and by the Custodian) encounter any unanticipated
difficulties, potential market participants, such as the Authorized Participants and their customers, who would otherwise be willing
to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepancies between the price of the Shares
and the price of the underlying gold may not take the risk that, as a result of those difficulties, they may not be able to realize the
profit they expect. If this is the case, the liquidity of the Shares may decline and the price of the Shares may fluctuate independently
of the price of gold and may fall or otherwise diverge from NAV.

 As
an owner of Shares, you will not have the rights normally associated with ownership of other types of shares.

are not entitled to the same rights as shares issued by a corporation. By acquiring Shares, you are not acquiring the right to elect
directors, to receive dividends, to vote on certain matters regarding the issuer of your Shares or to take other actions normally associated
with the ownership of shares of a corporation. You will only have the limited rights described under "Description of the Shares
and the Trust Agreement."

 As
an owner of Shares, you will not have the protections normally associated with ownership of shares in an investment company registered
under the Investment Company Act, or the protections afforded by the Commodity Exchange Act.

 The
Trust is not registered as an investment company for purposes of United States federal securities laws, and is not subject to regulation
by the SEC as an investment company. Consequently, the owners of Shares do not have the regulatory protections provided to investors
in registered investment companies. For example, the provisions of the Investment Company Act that limit transactions with affiliates,
prohibit the suspension of redemptions (except under certain limited circumstances) or limit sales loads, among others, do not apply
to the Trust.

 The
Trust does not hold or trade in commodity futures contracts, "commodity interests", or any other instruments regulated by
the Commodity Exchange Act, as administered by the CFTC and the National Futures Association (the "NFA"). Furthermore, the
Trust is not a commodity pool for purposes of the Commodity Exchange Act and the Shares are not "commodity interests". Consequently,
the Trustee and Sponsor are not subject to registration as commodity pool operators or commodity trading advisors with respect to the
Trust or the Shares. The owners of Shares do not receive the Commodity Exchange Act disclosure document and certified annual report required
to be delivered by a registered commodity pool operator or a commodity trading advisor with respect to the Trust, and the owners of Shares
do not have the regulatory protections provided to investors in commodity pools operated by registered commodity pool operators or advised
by commodity trading advisors.

 The
value of the Shares will be adversely affected if gold owned by the Trust is lost or damaged in circumstances in which the Trust is not
in a position to recover the corresponding loss.

 The
Custodian is responsible to the Trust for loss or damage to the Trust's gold only under limited circumstances. The agreements with
the Custodian contemplate that the Custodian will be responsible to the Trust only if it acts with negligence, fraud or in willful default
of its obligations under those agreements. The Custodian's liability will not exceed the market value of the gold credited to the
Trust Unallocated Account and the Trust Allocated Account at the time such negligence, fraud or willful default is either discovered
by or notified to the Custodian (such market value calculated using the nearest available LBMA Gold Price PM following the occurrence
of such negligence, fraud or willful default), provided that, in the case of such discovery by or notification to the Custodian, the
Custodian notifies the Sponsor and the Trustee promptly after any discovery of such negligence, fraud or willful default. Furthermore,
the Custodian is not liable for any delay in performance, or for the non-performance, of any of its obligations under the Custody Agreements
by reason of any cause beyond the Custodian's reasonable control, including any act of God or war or terrorism, any breakdown,
malfunction or failure of, or connected with, any communication, computer, transmission, clearing or settlement facilities, industrial
action, or acts, rules and regulations of any governmental or supra national bodies or authorities or any relevant regulatory or self-regulatory
organization.

 In
addition, because the Custody Agreements are governed by English law, the holders of the Shares may have no rights against the Custodian
and any rights they may have against the Custodian will be different from, and may be more limited than, those that could have been available
to them under the laws of a different jurisdiction. The choice of English law to govern the Custody Agreements, however, is not expected
to affect any rights that the holders of the Shares may have against the Trust or the Trustee.

 Moreover,
the Trust may not be in a position to recover insurance proceeds in the event of any loss with respect to its gold. The Trust does not
insure its gold. The Custodian maintains insurance with regard to its business on such terms and conditions as it considers appropriate,
which does not cover the full amount of gold held in custody. The Trust is not a beneficiary of any such insurance and does not have
the ability to dictate the existence, nature or amount of coverage. Therefore, Shareholders cannot be assured that the Custodian will
maintain adequate insurance or any insurance with respect to the gold held by the Custodian on behalf of the Trust. The Custodian and
the Trustee do not require any direct or indirect subcustodians to be insured or bonded with respect to their custodial activities or
in respect of the gold held by them on behalf of the Trust. Consequently, a loss may be suffered with respect to the Trust's gold
which is not covered by insurance and for which no person is liable in damages.

 Any
loss of gold owned by the Trust will result in a corresponding loss in the net asset value of the Trust and it is reasonable to expect
that such loss will also result in a decrease in the value at which the Shares are traded on the Exchange.

the relationship between the Custodian and the Trustee concerning the Trust's allocated gold is expressly governed by English law,
a court hearing any legal dispute concerning that arrangement may disregard that choice of law and apply U.S. law, in which case the
ability of the Trust to seek legal redress against the Custodian may be frustrated.

 The
obligations of the Custodian under the Custody Agreements are governed by English law. The Trust is a New York common law trust. Any
United States, New York or other court situated in the United States may have difficulty interpreting English law (which, insofar as
it relates to custody arrangements, is largely derived from court rulings rather than statute), LBMA rules or the customs and practices
in the London custody market. It may be difficult or impossible for the Trust to sue the Custodian in a United States, New York or other
court situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a
foreign court a judgment rendered by a United States, New York or other court situated in the United States.

 Shareholders
and Authorized Participants lack the right under the Custody Agreements to assert claims directly against the Custodian, which significantly
limits their options for recourse.

 Neither
the Shareholders nor any Authorized Participant will have a right under the Custody Agreements to assert a claim of the Trustee against
the Custodian. Claims under the Custody Agreements may only be asserted by the Trustee on behalf of the Trust.

 Gold
held in the Trust Unallocated Account and any Authorized Participant's unallocated gold account will not be segregated from the
Custodian's assets. If the Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Trust or any Authorized
Participant. In addition, in the event of the Custodian's insolvency, there may be a delay and costs incurred in identifying the
gold bars held in the Trust Allocated Account.

 Gold
which is part of a deposit for a purchase order or part of a redemption distribution will be held for a time in the Trust Unallocated
Account and, previously or subsequently in, the unallocated gold account of the purchasing or redeeming Authorized Participant. During
those times, the Trust and the Authorized Participant, as the case may be, will have no proprietary rights to any specific bars of gold
held by the Custodian and will each be an unsecured creditor of the Custodian with respect to the amount of gold held in such unallocated
accounts. In addition, if the Custodian fails to allocate the Trust's gold in a timely manner, in the proper amounts or otherwise
in accordance with the terms of the Trust Unallocated Account Agreement, or if a subcustodian fails to so segregate gold held by it on
behalf of the Trust, unallocated gold will not be segregated from the Custodian's assets, and the Trust will be an unsecured creditor
of the Custodian with respect to the amount so held in the event of the insolvency of the Custodian. In the event the Custodian becomes
insolvent, the Custodian's assets might not be adequate to satisfy a claim by the Trust or the Authorized Participant for the amount
of gold held in their respective unallocated gold accounts.

 In
the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the gold held in all of the accounts held by
the Custodian, including the Trust Allocated Account. Although the Trust would retain legal title to the allocated gold bars, the Trust
could incur expenses in connection with obtaining control of the allocated gold bars, and the assertion of a claim by such liquidator
for unpaid fees could delay creations and redemptions of Baskets.

 From
time to time subcustodians may be employed by the Custodian to provide temporary custody and safekeeping of the Trust's gold. The
obligations of any subcustodian of the Trust's gold are not determined by contractual arrangements but by LBMA rules and London
bullion market customs and practices, which may prevent the Trust's recovery of damages for losses on its gold custodied with subcustodians.

 Gold
bars may be held by one or more subcustodians appointed by the Custodian, or employed by the subcustodians appointed by the Custodian,
until it is transported to the Custodian's London vault premises. Under the Trust Allocated Account Agreement, except for an obligation
on the part of the Custodian to use commercially reasonable efforts to obtain delivery of the Trust's gold bars from any subcustodians
appointed by the Custodian, the Custodian is not liable for the acts or omissions of its subcustodians unless the selection of such subcustodians
was made negligently or in bad faith. There are expected to be no written contractual arrangements between subcustodians that hold the
Trust's gold bars and the Trustee or the Custodian, because traditionally such arrangements are based on the LBMA's rules
and on the customs and practices of the London bullion market. In the event of a legal dispute with respect to or arising from such arrangements,
it may be difficult to define such customs and practices. The LBMA's rules may be subject to change outside the control of the
Trust. Under English law, neither the Trustee nor the Custodian would have a supportable breach of contract claim against a subcustodian
for losses relating to the safekeeping of gold. If the Trust's gold bars are lost or damaged while in the custody of a subcustodian,
the Trust may not be able to recover damages from the Custodian or the subcustodian.

neither the Trustee nor the Custodian oversees or monitors the activities of subcustodians who may temporarily hold the Trust's
gold bars until transported to the Custodian's London vault, failure by the subcustodians to exercise due care in the safekeeping
of the Trust's gold bars could result in a loss to the Trust.

 Under
the Trust Allocated Account Agreement, the Custodian agreed that it will hold all of the Trust's gold bars in its own vault premises
except when the gold bars have been allocated in a vault other than the Custodian's vault premises, and in such cases the Custodian
agreed that it will use commercially reasonable efforts promptly to transport the gold bars to the Custodian's vault, at the Custodian's
cost and risk. Nevertheless, there may be periods of time when some portion of the Trust's gold bars will be held by one or more
subcustodians appointed by the Custodian or by a subcustodian of such subcustodian.

 The
Custodian is required under the Trust Allocated Account Agreement to use reasonable care in appointing its subcustodians but otherwise
has no other responsibility in relation to the subcustodians appointed by it. These subcustodians may in turn appoint further subcustodians,
but the Custodian is not responsible for the appointment of these further subcustodians. The Custodian does not undertake to monitor
the performance by subcustodians of their custody functions or their selection of further subcustodians. The Trustee does not undertake
to monitor the performance of any subcustodian. Furthermore, the Trustee may have no right to visit the premises of any subcustodian
for the purposes of examining the Trust's gold bars or any records maintained by the subcustodian, and no subcustodian will be
obligated to cooperate in any review the Trustee may wish to conduct of the facilities, procedures, records or creditworthiness of such
subcustodian.

 In
addition, the ability of the Trustee to monitor the performance of the Custodian may be limited because under the Custody Agreements
the Trustee has only limited rights to visit the premises of the Custodian for the purpose of examining the Trust's gold bars and
certain related records maintained by the Custodian.

 The
value of the Shares will be adversely affected if any services provided to the Trust by the Sponsor, the Custodian or the Trustee are
suddenly or unexpectedly terminated.

 Upon
the sudden or unexpected termination, resignation or removal of any service provider to the Trust, it is possible that a comparable replacement
service provider will be available or able to be appointed without material delay. Any such unavailability or delay could cause the Trustee
to expend assets of the Trust and consequently, the NAV of the Shares, in finding a replacement service provider.

 The
value of the Shares will be adversely affected if the Trust is required to indemnify the Sponsor, the Trustee, or the Custodian as contemplated
in the Trust Agreement and the Custody Agreements.

 Under
the Trust Agreement, the Sponsor and the Trustee each have the right to be indemnified from the Trust for any liability or expense it
incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part. Similarly, the Custody Agreements
provide for indemnification of the Custodian by the Trust under certain circumstances. This means that it may be necessary to sell assets
of the Trust in order to cover losses or liability suffered by the Sponsor, the Trustee or the Custodian. Any sale of that kind would
reduce the net asset value of the Trust and the value of the Shares.

 The
service providers engaged by the Trust may not carry adequate insurance to cover claims against them by the Trust, which could adversely
affect the value of net assets of the Trust.

 The
Trustee, the Custodian and other service providers engaged by the Trust maintain such insurance as they deem adequate with respect to
their respective businesses. Investors cannot be assured that any of the aforementioned parties will maintain any insurance with respect
to the Trust's assets held or the services that such parties provide to the Trust and, if they maintain insurance, that such insurance
is sufficient to satisfy any losses incurred by them in respect of their relationship with the Trust. Accordingly, the Trust will have
to rely on the efforts of the service provider to recover from their insurer compensation for any losses incurred by the Trust in connection
with such arrangements.

 The
Sponsor and its affiliates manage other funds, including those that invest in physical gold bullion or other precious metals, and conflicts
of interest may occur, which may reduce the value of the net assets of the Trust, the NAV and the trading price of the Shares.

 The
Sponsor or its affiliates and associates currently engage in, and may in the future engage, in the promotion, management or investment
management of other accounts, funds or trusts that invest primarily in physical gold bullion or other precious metals. Although officers
and professional staff of the Sponsor's management intend to devote as much time to the Trust as is deemed appropriate to perform
their duties, the Sponsor's management may allocate their time and services among the Trust and the other accounts, funds or trusts.
The Sponsor will provide any such services to the Trust on terms not less favorable to the Trust than would be available from a non-affiliated
party.

 The
Sponsor and the Trustee may agree to amend the Trust Agreement without the consent of the Shareholders.

 The
Sponsor and the Trustee may agree to amend the Trust Agreement, including to increase the Sponsor's Fee, without Shareholder consent.
If an amendment imposes new fees and charges or increases existing fees or charges, including the Sponsor's Fee (except for taxes
and other governmental charges, registration fees or other such expenses, or prejudices a substantial right of Shareholders), it will
become effective for outstanding Shares 30 days after notice of such amendment is given to registered owners. Shareholders that are not
registered owners (which most shareholders will not be) may not receive specific notice of a fee increase other than through an amendment
to the prospectus. Moreover, at the time an amendment becomes effective, by continuing to hold Shares, Shareholders are deemed to agree
to the amendment and to be bound by the Trust Agreement as amended without specific agreement to such increase (other than through the
"negative consent" procedure described above).

 Shareholders
could incur a tax liability without an associated distribution of the Trust.

 In
the normal course of business it is possible that the Trust could incur a taxable gain in connection with the sale of gold that is otherwise
not associated with a distribution. In the event that this occurs, Shareholders may be subject to tax due to the grantor trust status
of the Trust even though there is not a corresponding distribution from the Trust.

 The
Trust as well as the Sponsor and its service providers are vulnerable to the effects of geopolitical events, including the conflict in
the Middle East, the continuation of the war in Ukraine and other hostilities.

 Geopolitical
events, including the conflict in the Middle East, the continuation of the war in Ukraine and other hostilities could disrupt and potentially
impact the business activities of the Sponsor and its service providers and have an adverse effect on the Trust.

 On
October 7, 2023, militants from Gaza attacked Israeli towns, killed Israeli civilians and soldiers and took hostages. In response to
the attack, Israel declared war against Hamas, attacking Hamas and Islamic targets in Gaza. The conflict has escalated in the past year
and Israel is fighting adversaries across the Middle East, including Hezbollah in Lebanon and the Houthis in Yemen and Iran. The responses
of countries and political bodies to these events, the larger overarching tensions, Israel's military response and the potential
for wider conflict may increase financial market volatility generally, have adverse effects on regional and global economic markets,
and cause volatility in the price of gold and the price of the Shares. In addition, the conflict, along with any global political fallout
and implications including sanctions, shipping disruptions, collateral war damage, and a potential expansion of the conflict, could disturb
the gold market.

 In
late February 2022, Russia launched an invasion of Ukraine, significantly amplifying already existing geopolitical tensions among Russia
and other countries in the region and in the west. On March 7, 2022, the LBMA suspended its accreditation of six Russian precious metals
refiners. The LBMA stated that existing bars produced by the refiners before their suspension will still be accepted as good delivery.
Following an announcement at the G7 Summit to collectively ban the import of Russian gold, the UK passed regulations which prohibit the
direct or indirect (i) import of gold that originated in Russia, (ii) acquisition of gold that originated in Russia or is located in
Russia and (iii) supply or delivery of gold that originated in Russia, all after July 21, 2022. Similarly, US regulations prohibit the
import of gold of Russian origin into the United States on or after June 28, 2022 and EU regulations prohibit the direct or indirect
import, purchase or transfer of gold if it originates in Russia and has been exported from Russia after July 22, 2022.

 The
responses of countries and political bodies to Russia's actions, the larger overarching tensions, and Ukraine's military
response and the potential for wider conflict may increase financial market volatility generally, have adverse effects on regional and
global economic markets, and cause volatility in the price of gold and the price of the Shares. In addition, the conflict in Ukraine,
along with global political fallout and implications including sanctions, shipping disruptions, collateral war damage, and a potential
expansion of the conflict beyond Ukraine's borders, could disturb the gold market.

 The
Trust as well as the Sponsor and its service providers are vulnerable to the effects of public health crises such as the coronavirus
pandemic (the " COVID-19 pandemic ").

 Pandemics
and other public health crises may cause a curtailment of business activities which may potentially impact the ability of the Sponsor
and its service providers to operate. The COVID-19 pandemic or a similar public health threat could adversely impact the Trust by causing
operating delays and disruptions, market disruption and shutdowns (including as a result of government regulation and prevention measures).
The COVID-19 pandemic, for example, had substantive effects on social, economic and financial systems, including significant uncertainty
and volatility in the financial markets.

 The
Trust as well as the Sponsor and its service providers are vulnerable to the effects of geopolitical events, including the conflict in
the Middle East, the continuation of the war in Ukraine and other hostilities.

 Geopolitical
events, including the conflict in the Middle East, the continuation of the war in Ukraine and other hostilities could disrupt and potentially
impact the business activities of the Sponsor and its service providers and have an adverse effect on the Trust.

 On
October 7, 2023, militants from Gaza attacked Israeli towns, killed Israeli civilians and soldiers and took hostages. In response to
the attack, Israel declared war against Hamas, attacking Hamas and Islamic targets in Gaza. The conflict has escalated in the past year
and Israel is fighting adversaries across the Middle East, including Hezbollah in Lebanon and the Houthis in Yemen and Iran. The responses
of countries and political bodies to these events, the larger overarching tensions, Israel's military response and the potential
for wider conflict may increase financial market volatility generally, have adverse effects on regional and global economic markets,
and cause volatility in the price of gold and the price of the Shares. In addition, the conflict, along with any global political fallout
and implications including sanctions, shipping disruptions, collateral war damage, and a potential expansion of the conflict, could disturb
the gold market.

 In
late February 2022, Russia launched an invasion of Ukraine, significantly amplifying already existing geopolitical tensions among Russia
and other countries in the region and in the west. On March 7, 2022, the LBMA suspended its accreditation of six Russian precious metals
refiners. The LBMA stated that existing bars produced by the refiners before their suspension will still be accepted as good delivery.
Following an announcement at the G7 Summit to collectively ban the import of Russian gold, the UK passed regulations which prohibit the
direct or indirect (i) import of gold that originated in Russia, (ii) acquisition of gold that originated in Russia or is located in
Russia and (iii) supply or delivery of gold that originated in Russia, all after July 21, 2022. Similarly, US regulations prohibit the
import of gold of Russian origin into the United States on or after June 28, 2022, and EU regulations prohibit the direct or indirect
import, purchase or transfer of gold if it originates in Russia and has been exported from Russia after July 22, 2022.

 The
responses of countries and political bodies to Russia's actions, the larger overarching tensions, and Ukraine's military
response and the potential for wider conflict may increase financial market volatility generally, have adverse effects on regional and
global economic markets, and cause volatility in the price of gold and the price of the Shares. In addition, the conflict in Ukraine,
along with global political fallout and implications including sanctions, shipping disruptions, collateral war damage, and a potential
expansion of the conflict beyond Ukraine's borders, could disturb the gold market.

 The
Trust as well as the Sponsor and its service providers are vulnerable to the effects of public health crises such as the coronavirus
pandemic (the "COVID-19 pandemic").

 Pandemics
and other public health crises may cause a curtailment of business activities which may potentially impact the ability of the Sponsor
and its service providers to operate. The COVID-19 pandemic or a similar public health threat could adversely impact the Trust by causing
operating delays and disruptions, market disruption and shutdowns (including as a result of government regulation and prevention measures).
The COVID-19 pandemic, for example, had substantive effects on social, economic and financial systems, including significant uncertainty
and volatility in the financial markets.

 Item
1B. Unresolved Staff Comments

 None.

 Item
2. Properties

 Not

 Item
3. Legal Proceedings

 None.

 Item
4. Mine Safety Disclosures

 Not

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 The
Trust was formed on August 24, 2017 (the "Date of Inception") following an initial deposit of gold. The Trust's Shares
have been listed on the NYSE Arca under the symbol BAR since its initial public offering on August 31, 2017. The following tables set
out the range of high and low closing prices for the Shares as reported for NYSE Arca transactions for each of the quarters during the
fiscal year ended June 30, 2025:

Year Ended June 30, 2025: Quarter Ended

 High

 Low

 September 30, 2024

 $
 26.40

 $
 23.01

 December 31, 2024

 $
 27.51

 $
 25.30

 March 31, 2025

 $
 30.84

 $
 26.01

 $
 33.87

 $
 29.34

 The
number of outstanding Shares of the Trust as of August 08, 2025 was 33,600,000.

Year Ended June 30, 2025: Monthly Share Price

 The
following table sets forth for the period considered, the high and low closing prices of the Shares, as reported for NYSE Arca transactions.

 High

 Low

 July 2024

 $
 24.38

 $
 23.01

 August 2024

 $
 24.93

 $
 23.55

 September 2024

 $
 26.40

 $
 24.60

 October 2024

 $
 27.51

 $
 25.76

 November 2024

 $
 27.51

 $
 25.30

 December 2024

 $
 26.81

 $
 25.58

 January 2025

 $
 27.65

 $
 26.01

 February 2025

 $
 29.12

 $
 27.81

 March 2025

 $
 30.84

 $
 28.47

 April 2025

 $
 33.78

 $
 29.34

 May 2025

 $
 33.76

 $
 31.38

 June 2025

 $
 33.87

 $
 32.26

 Issuer
Purchase of Shares

 The
Trust issues and redeems Shares only with Authorized Participants in exchange for gold, only in aggregations of 50,000 Shares or integral
multiples thereof. A list of current Authorized Participants is available from the Sponsor or the Trustee and is included in Item 7 of
this report. Although the Trust does not purchase Shares directly from its Shareholders in connection with the redemption of Baskets,
the Trust redeemed as follows during the fiscal year ended June 30, 2025:

 Month

 Total number

 of

 redeemed

 Average

 ounces
 of gold per

 Share

 July 2024

 450,000

 0.0098778

 August 2024

 350,000

 0.0098774

 September 2024

 -

 -

 October 2024

 300,000

 0.0098745

 November 2024

 400,000

 0.0098732

 December 2024

 300,000

 0.0098712

 January 2025

 -

 -

 February 2025

 -

 -

 March 2025

 800,000

 0.0086338

 April 2025

 -

 -

 May 2025

 700,000

 0.0098642

 June 2025

 -

 -

 Total

 3,300,000

 0.0095718

 Item
6. Selected Financial Data

 The
following selected financial data for the reporting periods should be read in conjunction with the Trust's financial statements
and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations.

 June 30, 2023

 (Amounts in 000's of US$, except per Share data)

 Total assets

 $

 $

 $
 935,950

 $
 37,161

 $
 101,263

 $
 18,333

 $
 315,654

 $
 187,672

 $
 39,683

 Weighted average number of Shares (in 000's)

 33,706

 46,607

 50,563

 Net increase / (decrease) in net assets per Share

 $
 9.36

 $
 4.03

 $
 0.78

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 This
information should be read in conjunction with the financial statements and notes to the financial statements included with this report.
The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such
forward-looking statements can be identified by terminology such as "may," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or the negative
of these terms or other comparable terminology. We remind readers that forward-looking statements are merely predictions and therefore
inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance,
levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels
of activity, or our achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date hereof. The Trust undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

 Introduction.

 The
GraniteShares Gold Trust (the "Trust") is a trust formed under the laws of the State of New York. The Trust does not have
any officers, directors, or employees, and is administered by The Bank of New York Mellon (the "Trustee") acting as trustee
pursuant to the Depositary Trust Agreement (the "Trust Agreement") between the Trustee and GraniteShares LLC, the sponsor
of the Trust (the "Sponsor"). The Trust issues Shares representing fractional undivided beneficial interests in its net assets.
The assets of the Trust consist of gold bullion held by a custodian as an agent of the Trust and responsible only to the Trustee.

 The
Trust is a passive investment vehicle and the objective of the Trust is for the value of each Share to approximately reflect, at any
given time, the price of the gold bullion owned by the Trust, less the Trust's liabilities (anticipated to be principally for accrued
operating expenses), divided by the number of outstanding Shares. The Trust does not engage in any activities designed to obtain a profit
from, or ameliorate losses caused by, changes in the price of gold.

 The
Trust issues and redeems Shares only in exchange for gold, only in aggregations of 50,000 or integral multiples thereof (each, a "Basket"),
and only in transactions with registered broker-dealers or other securities market participants not required to register as broker-dealers,
such as a bank or other financial institution, that (1) are participants in DTC and (2) have previously entered into an agreement with
the Trust governing the terms and conditions of such issuance (such dealers, the "Authorized Participants"). As of the date
of this annual report the Authorized Participants that have signed an Authorized Participant Agreement with the J.P. Morgan Securities
Inc., Merrill Lynch Professional Clearing Corp., and Virtu Financial BD, LLC.

of the Trust trade on the NYSE Arca under the symbol "BAR".

 Investing
in the Shares does not insulate the investor from certain risks, including price volatility. The following graph illustrates the movement
in the net asset value ("NAV") of the Shares against the corresponding gold price (per 1/100 of an oz. of gold) since inception:

 NAV
per Share(1) vs. 1/100th gold price from August 30, 2017 to June 30, 2025

 (1)
 Adjusted for effect of stock split. The stock split was effective on March 7, 2019. See Note 1 to the Financial Statements.

 Source:
Bloomberg

 The
divergence of the NAV per Share from the gold price over time reflects the cumulative effect of the Trust expenses that arise if an investment
had been held since inception.

 Critical
Accounting Policy

 The
financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust's financial
position and results of operations. These estimates and assumptions affect the Trust's application of accounting policies. Below
we describe the valuation of gold bullion, a critical accounting policy that we believe is important to understanding our results of
operations and financial position. In addition, please refer to Note 2 to the Financial Statements for further discussion of our accounting
policies.

 Valuation
of Gold

 Gold
is held by the Custodian on behalf of the Trust. Gold is recorded at fair value. The cost of gold is determined according to the average
cost method and the fair value is based on the LBMA PM Gold Price. Realized gains and losses on transfers of gold, or gold distributed
for the redemption of Shares, are calculated on a trade date basis as the difference between the fair value and cost of gold transferred.

 (Amounts in 000's of US$)

 Investment in gold - cost

 $
 588,663

 Unrealized gain / (loss) on investment in gold

 517,074

 Investment in gold - fair value

 $

 Inspection
of Gold

 Under
the Custody Agreements, the Trustee, the Sponsor and the Sponsor's auditors and inspectors may, only up to twice a year, visit
the premises of the Custodian for the purpose of examining the Trust's gold and certain related records maintained by the Custodian.

 The
Sponsor has exercised its right to visit the Custodian in order to examine the gold and the records maintained by them. The most recent
inspection by Bureau Veritas, a leading commodity inspection and testing company retained by the Sponsor, of the Custodian was conducted
as of June 30, 2025.

 Liquidity

 The
Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity
needs. In exchange for a fee (the "Sponsor's Fee"), the Sponsor has agreed to assume most of the expenses incurred
by the Trust. As a result, the only expense of the Trust during the period covered by this report was the Sponsor's Fee. The Trust's
only source of liquidity is its transfers and sales of gold.

 The
Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust's gold as necessary to pay the Trust's
expenses not otherwise assumed by the Sponsor. The Trustee will not sell gold to pay the Sponsor's Fee but will pay the Sponsor's
Fee through in-kind transfers of gold to the Sponsor. At June 30, 2025 the Trust did not have any cash balances.

 Review
of Financial Results

 Financial
Highlights

 (Amounts in 000's of US$ except per share data)

 $
 317,293

 $
 315,654

 Net increase (decrease) in net assets per share

 $
 9.36

year ended June 30, 2025

 The
Trust's NAV increased from $790,994,009 on June 30, 2024, to $1,105,575,430 on June 30, 2025, a 39.77% increase for the year. The
increase in the Trust's NAV resulted primarily from an increase in gold price from $2,330.90 per ounce on June 30, 2024, to $3,287.45
on June 30, 2025, a 41.04% increase. The positive impact of the change in gold price was negatively affected by a reduction in the number
of shares outstanding from 34,350,000 shares on June 30, 2024 to 34,100,000 shares on June 30, 2025 (a -0.73$% decrease) as a result
of 3,050,000 shares (61 baskets) being created and 3,300,000 shares (66 baskets) being redeemed during that period.

 The
NAV per Share increased 40.77% from $23.03 on June 30, 2024, to $32.42 on June 30, 2025. During that period the gold price increased
41.04% from $2,330.90 on June 30, 2025, to $3,287.45 on June 30, 2025. The Trust's NAV per Share increased slightly less than the
price per ounce of gold on a percentage basis due to the Sponsor's Fee, which was $1,639,442 for the fiscal year, or 0.1749% of
the Trust's assets on an annualized basis.

year ended June 30, 2024

 The
Trust's NAV decreased from $935,811,456 on June 30, 2023, to $790,994,009 on June 30, 2024, a 15.48% decrease for the year. The
decrease in the Trust's NAV resulted primarily from a reduction in outstanding Shares from 49,450,000 Shares on June 30, 2023,
to 34,350,000 Shares on June 30, 2024, a result of 1,900,000 Shares (38 Baskets) being created and 17,000,000 Shares (340 Baskets) being
redeemed during that period.

 The
NAV per Share increased 21.72% from $18.92 on June 30, 2023, to $23.03 on June 30, 2024. During that period the gold price increased
21.89% from $1,912.25 on June 30, 2023, to $2,330.90 on June 30, 2024. The Trust's NAV per Share increased slightly less than the
price per ounce of gold on a percentage basis due to the Sponsor's Fee, which was $1,671,742 for the fiscal year, or 0.1749% of
the Trust's assets on an annualized basis.

year ended June 30, 2023

 The
Trust's NAV decreased from $996,127,089 on June 30, 2022, to $935,811,456 on June 30, 2023, a 6.06% decrease for the year. The
decrease in the Trust's NAV resulted primarily from a reduction in outstanding Shares from 55,300,000 Shares on June 30, 2022,
to 49,450,000 Shares on June 30, 2023, a result of 4,100,000 Shares (82 Baskets) being created and 9,950,000 Shares (199 Baskets) being
redeemed during that period.

 The
NAV per Share increased 5.05% from $18.01 on June 30, 2022, to $18.92 on June 30, 2023. During that period the gold price increased 5.24%
from $1,817.00 on June 30, 2022, to $1,912.25 on June 30, 2023. The Trust's NAV per Share increased slightly less than the price
per ounce of gold on a percentage basis due to the Sponsor's Fee, which was $1,602,240 for the fiscal year, or 0.1749% of the Trust's
assets on an annualized basis.

 Off-Balance
Sheet Arrangements

 The
Trust is not a party to any off-balance sheet arrangements.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 The
Trust Agreement does not authorize the Trustee to borrow for payment of the Trust's ordinary expenses. The Trust does not engage
in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk.
The Trust invests in no derivative financial instruments and has no foreign operations or long-term debt instruments.

 Item
8. Financial Statements and Supplementary Data (Unaudited)

 Quarterly
Income Statements

 Fiscal year ended June 30, 2025

 Three months ended

 Year ended

 (Amounts in 000's of US$, except for Share and per Share data)

 September 30,
 2024

 December 31,
 2024

 March 30,
 2025

 2025

 2025

 Expenses

 Sponsor's Fee

 $

 $

 $

 $

 $
 1,639

 Total expenses

 1,639

 (367
)

 (386
)

 (403
)

 (483
)

 (1,639
)

 Net realized and unrealized gains (losses)

 Realized gain/(loss) on gold transferred to pay expenses

 Realized gain/(loss) on gold distributed for the redemption of Shares

 6,274

 10,034

 9,991

 10,219

 36,518

 Change in unrealized gain / (loss) on investment in gold

 93,979

 (16,110
)

 155,323

 46,940

 280,132

 100,377

 (5,932
)

 165,473

 57,375

 317,293

 $
 100,010

 $
 (6,318
)

 $
 165,070

 $
 56,892

 $
 315,654

 Net increase / (decrease) in net assets per Share

 $
 2.94

 $
 (0.19
)

 $
 4.97

 $
 1.64

 $
 9.36

 Weighted average number of Shares

 34,015

 33,302

 33,220

 34,285

 33,706

 Fiscal year ended June 30, 2024

 Three months ended

 Year ended

 (Amounts in 000's of US$, except for Share and per Share data)

 September 30,
 2023

 December 31,
 2023

 March 30,
 2024

 2024

 2024

 EXPENSES

 Sponsor's Fee

 $

 $

 $

 $

 $
 1,672

 Total expenses

 1,672

 (409
)

 (406
)

 (413
)

 (444
)

 (1,672
)

 REALIZED AND UNREALIZED GAINS / (LOSSES)

 Realized gain/(loss) on gold transferred to pay expenses

 Realized gain/(loss) on gold distributed for the redemption of Shares

 4,237

 5,865

 5,009

 85,792

 100,903

 Change in unrealized gain / (loss) on investment in gold

 (24,285
)

 84,042

 63,245

 (34,921
)

 88,081

 (19,979
)

 89,973

 68,344

 51,006

 189,344

 $
 (20,388
)

 $
 89,567

 $
 67,931

 $
 50,562

 $
 187,672

 Net increase / (decrease) in net assets per Share

 $
 (0.42
)

 $
 1.90

 $
 1.47

 $
 1.08

 $
 4.03

 Weighted average number of Shares

 48,739

 47,260

 46,361

 44,037

 46,607

 Fiscal year ended June 30, 2023

 Three months ended

 Year ended

 (Amounts in 000's of US$, except for Share and per Share data)

 September 30,
 2022

 December 31,
 2022

 March 30,
 2023

 2023

 2023

 EXPENSES

 Sponsor's Fee

 $

 $

 $

 $

 $
 1,602

 Total expenses

 1,602

 (395
)

 (378
)

 (402
)

 (427
)

 (1,602
)

 REALIZED AND UNREALIZED GAINS / (LOSSES)

 Realized gain/(loss) on gold transferred to pay expenses

 Realized gain/(loss) on gold distributed for the redemption of Shares

 7,120

 3,562

 2,901

 4,544

 18,127

 Change in unrealized gain / (loss) on investment in gold

 (83,928
)

 66,572

 78,727

 (38,419
)

 22,952

 (76,769
)

 70,159

 81,685

 (33,790
)

 41,285

 $
 (77,164
)

 $
 69,781

 $
 81,283

 $
 (34,217
)

 $
 39,683

 Net increase / (decrease) in net assets per Share

 $
 (1.48
)

 $
 1.39

 $
 1.63

 $
 (0.68
)

 $
 0.78

 Weighted average number of Shares

 52,225

 50,136

 49,901

 49,969

 50,563

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

 The
Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange
Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer
of the Sponsor, and to the audit committee, as appropriate, to allow timely decisions regarding required disclosure.

 Under
the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor
conducted an evaluation of the Trust's disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e) and 15d-15(e).
Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of June 30, 2025,
the Trust's disclosure controls and procedures were effective.

 There
have been no changes in the Trust's or Sponsor's internal control over financial reporting that occurred during the Trust's
recently completed fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the
Trust's or Sponsor's internal control over financial reporting.

 Management's
Report on Internal Control over Financial Reporting

 The
Sponsor's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined
under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting
includes those policies and procedures that:

 (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the Trust's assets;

 (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that the Trust's receipts and expenditures are being made only in accordance
with appropriate authorizations; and

 (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust's
assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 The
Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer of the Sponsor assessed the effectiveness of the Trust's
internal control over financial reporting as of June 30, 2025. In making this assessment, they used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Their assessment
included an evaluation of the design of the Trust's internal control over financial reporting and testing of the operational effectiveness
of its internal control over financial reporting. Based on their assessment and those criteria, the Chief Executive Officer and Chief
Financial Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of June 30,
2025.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
Management of the Trust's Sponsor and Shareholders of

Gold Trust

 Opinion
on Internal Control Over Financial Reporting

 We
have audited GraniteShares Gold Trust's (the Trust) internal control over financial reporting as of June 30, 2025, based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting
as of June 30, 2025, based on the criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

 We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements
of assets and liabilities, including the schedules of investments, as of June 30, 2025 and 2024, and the related statements of operations,
changes in net assets, and the financial highlights for each of the years in the three-year period ended June 30, 2025, and the related
notes (collectively referred to as the financial statements) of the Trust, and our report dated August 08, 2025 expressed an unqualified
opinion.

 Basis
for Opinion

 The
Trust's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Trust's internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

 Definition
and Limitations of Internal Control Over Financial Reporting

 A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 TAIT,
 WELLER & BAKER LLP

 Philadelphia,
 Pennsylvania

 August
 08, 2025

 Item
9B. Other Information

 No t

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
Trust does not have any directors, officers or employees. The creation and operation of the Trust has been arranged by the Sponsor. The
Sponsor is not governed by a board of directors. The principals and executive officers of the Sponsor are as follows:

 William
Rhind has been the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Sponsor
since its inception on January 6, 2017. Prior to forming the Sponsor and becoming its CEO and CFO, Mr. Rhind was the CEO of World Gold
Trust Services, LLC ("WGTS") from September 2014 to February 2016. WGTS is the sponsor of SPDR Gold Trust, the largest
gold fund in the world, and is a wholly-owned subsidiary of the World Gold Council, a market development organization for the gold industry.
Mr. Rhind also served as the Managing Director, Institutional Investment, of the World Gold Council from September 2013 to February 2016.
From March 2007 to September 2013, Mr. Rhind was employed by ETF Securities Ltd ("ETF Securities"), an independent exchange-traded
product provider, in a number of leadership roles, including as Managing Director from June 2009 to September 2013. In that role, Mr.
Rhind managed the company's U.S. exchange traded fund business. Prior to joining ETF Securities, Mr. Rhind was a Principal for
the iShares unit of Barclays Global Investors. He began his career as an investment banking analyst at Nomura International in London.
Mr. Rhind earned a Bachelor of Arts in Modern Languages (French & Russian) and European Studies from the University of Bath in England.
Mr. Rhind is 46 years old.

 Benoit
Autier has been the Chief Accounting Officer ("CAO") and Head of Product of the Sponsor since its inception on January
6, 2017. Mr. Autier was previously the Head of Product Management for the World Gold Council from September 2015 to October 2016. Mr.
Autier was also the Head of Product Management of ETF Securities from July 2005 to September 2015. Mr. Autier previously was employed
by KPMG in Paris as a senior consultant. Mr. Autier holds a Masters in Finance from London Business School. Mr. Autier is 50 years old.

 Item
11. Executive Compensation

 The
Trust has no directors or executive officers. The only ordinary expense paid by the Trust is the Sponsor's Fee.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial
Owners

 The
Sponsor has no knowledge of any person being the direct or indirect beneficial owner of more than 5% of the Shares of the Trust.

 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.

 Security
Ownership of Management

 Not

 Change
In Control

 Neither
the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in control of the Trust.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 The
Trust has no directors or executive officers.

 Item
14. Principal Accounting Fees and Services

 Fees
for services performed by Tait, Weller & Baker LLP for the fiscal years ended June 30, 2025 and 2024 specifically:

 Audit fees – Tait, Weller & Baker

 $
 30,000

 $
 25,000

 $
 30,000

 $
 25,000

 Audit
Fees are fees paid by the Sponsor to Tait, Weller & Baker LLP for professional services for the audit of the Trust's financial
statements included in the Form 10-K and review of financial statements included in the Form 10-Qs, and for services that are normally
provided by the accountants in connection with regulatory filings or engagements.

 Pre-Approval
Policies and Procedures

 As
referenced in Item 10 above, the Trust has no board of directors, and as a result, has no pre-approval policies or procedures with respect
to fees paid to Tait, Weller & Baker LLP. Such determinations are made by the Sponsor.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 1.
Financial Statements

 See
Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein.

 2.
Financial Statement Schedules

 Schedules
have been omitted since they are either not required, not applicable, or the information has otherwise been included.

 3.
Exhibits

 Exhibit
 No.

 Description

 4.1

 Depositary Trust Agreement between GraniteShares LLC, as sponsor, and The Bank of New York Mellon, as trustee(1)

 4.2

 Form of Authorized Participant Agreement(2)

 4.3

 Form of Certificate of Shares of the Trust (included as Exhibit A to the Depositary Trust Agreement)(1)

 10.1

 Allocated Gold Account Agreement(1)

 10.2

 Unallocated Gold Account Agreement(1)

 10.3

 Marketing Agent Services Agreement between GraniteShares LLC and ALPS Distributors, Inc.(3)

 10.4

 License Agreement between The Bank of New York Mellon and GraniteShares LLC(1)

 31.1

 Chief Executive Officer and Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Chief Accounting Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Chief Executive Officer and Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 32.2

 Chief Accounting Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 Taxonomy Extension Labels Document

 101.PRE

 Cover

 *
Filed herewith.

 (1)
Previously filed as an exhibit to the Registrant's Registration Statement on Form S-1 (333-219319), filed on August 25, 2017 and
incorporated by reference herein.

 (2)
Previously filed as an exhibit to the Registrant's Registration Statement on Form S-1 (333-219319), filed on July 17, 2017 and
incorporated by reference herein.

 (3)
Previously filed as an exhibit to the Registrant's Registration Statement on Form 8-K (333-219319), filed on December 29, 2020
and incorporated by reference herein.

 Item
16. Form 10-K Summary

 Not

 SIGNATURES

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

 LLC

 Sponsor
 of the GraniteShares Gold Trust

 (Registrant)

 Date:
 August 08, 2025

 /s/
 William Rhind

 William
 Rhind*

 CEO
 and CFO

 Date:
 August 08, 2025

 /s/
 Benoit Autier

 Benoit
 Autier*

 Chief
 Accounting Officer

 *The
Registrant is a trust and the persons are signing in their capacities as officers of GraniteShares LLC, the Sponsor of the Registrant.

 FINANCIAL
STATEMENTS AS OF JUNE 30, 2025

 Page

 Report of Independent Registered Public Accounting Firms (PCAOB ID: 00 445)

 Statements of Assets and Liabilities at June 30, 2025 and 2024

 Schedules
of Investments at June 30, 2025 and 2024

 Statements of Operations for the fiscal period ended June 30, 2025, 2024 and 2023

 Statements of Changes in Net Assets for the fiscal period ended June 30, 2025, 2024 and 2023

 Financial Highlights for the years ended June 30, 2025, 2024 and 2023

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
Management of the Trust's Sponsor and Shareholders of

Gold Trust

 Opinion
on the Financial Statements

 We
have audited the accompanying statements of assets and liabilities of GraniteShares Gold Trust (the "Trust"), including the
schedules of investments, as of June 30, 2025 and 2024, the related statements of operations, the statements of changes in net assets,
and the financial highlights for each of the years in the three-year period ended June 30, 2025 and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Trust as of June 30, 2025 and 2024, and the results of its operations, the changes in its net assets, and the
financial highlights for each of the years in the three-year period ended June 30, 2025, in conformity with U.S. generally accepted accounting
principles.

 We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),
the Trust's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control
– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated August 08, 2025, expressed an unqualified opinion.

 Basis
for Opinion

 These
financial statements are the responsibility of the management of GraniteShares LLC (the Trust's sponsor). Our responsibility is
to express an opinion on the Trust's financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more GraniteShares
LLC investment companies since 2019.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to management of the Trust's Sponsor and that: (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of a critical
audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.

 Evaluation
of the evidence pertaining to the existence of the gold holdings

 As
disclosed in the June 30, 2025 schedule of investments and in Note 3, the fair value of the Trust's investment in gold is $1,105,737,417,
representing 100.01% of the Trust's net assets, and 336,351.098 ounces of gold holdings. The investment in gold was held by a third-party
custodian (the "Custodian").

 We
identified the evaluation of the evidence pertaining to the existence of the gold holdings as a critical audit matter. Given the nature
and volume of gold holdings, subjective auditor judgement was required to evaluate the extent and nature of evidence obtained to assess
the quantity of gold held by the Custodian.

 The
following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the critical audit matter. This included controls over the comparison of the Trust's
records of gold held to the Custodian's records and approval of gold deposits and withdrawals by the trustee of the Trust when
baskets to create or redeem shares of the Trust are processed. We obtained a schedule directly from the Custodian of the Trust's
gold holdings held by the Custodian as of June 30, 2025. We compared the total ounces on such schedule to the Trust's record of
gold holdings. We also obtained the results of the physical count and brand purity of the Trust's gold holdings performed at the
Custodian's location by a third party directly from such third party and reconciled the results to the Trust's and Custodian's
record of holdings.

 TAIT,
 WELLER & BAKER LLP

 Philadelphia,
 Pennsylvania

 August
 08, 2025

 F- 2

 Statements
of Assets and Liabilities

 At
June 30, 2025 and 2024

 Amounts in 000's of US$, except share and per share data

 Assets

 Investment in gold bullion, at fair value (1)

 $

 $

 Total Assets

 $

 $

 Liabilities

 Fees payable to Sponsor

 $

 $

 Total Liabilities

 Net Assets

 $
 1,105,575

 $

 Shares issued and outstanding (2)

 34,100,000

 34,350,000

 Net asset value per Share

 $
 32.42

 $
 23.03

 (1)

 Cost
 of investment in gold bullion: $ 588,663 and $ 554,189, respectively.

 (2)

 No
 par value, Unlimited amount authorized.

 See

 F- 3

 Schedules
of Investments

 At
June 30, 2025 and 2024

 Amounts
in 000's of US$, except for ounces and percentages

 Ounces of
 gold

 Cost

 Value

 % of Net Assets

 Gold bullion

 336,351.098

 $
 588,663

 $

 100.01
 %

 Total investment

 $
 588,663

 $

 100.01
 %

 Liabilities in excess of other assets

 $
 ( 162
)

 ( 0.01
)%

 Net assets

 $
 1,105,575

 100.00
 %

 Ounces of
 gold

 Cost

 Value

 % of Net Assets

 Gold bullion

 339,410.178

 $
 554,189

 $

 100.02
 %

 Total investment

 $
 554,189

 $

 100.02
 %

 Liabilities in excess of other assets

 $
 ( 137
)

 ( 0.02
)%

 Net assets

 $

 100.00
 %

 See

 F- 4

 Statements
of Operations

 For
the years ended June 30, 2025, 2024 and 2023

 Amounts in 000's of US$, except per share data

 June 30, 2023

 Expenses

 Sponsor fees

 $
 1,639

 $
 1,672

 $
 1,602

 Total expenses

 1,639

 1,672

 1,602

 ( 1,639
)

 ( 1,672
)

 ( 1,602
)

 Net realized and unrealized gains (losses)

 Net realized gain (loss) from:

 Gold bullion sold to pay expenses

 Gold bullion distributed for the redemption of Shares

 36,518

 100,903

 18,127

 Net realized gain (loss)

 37,161

 101,263

 18,333

 Net change in unrealized appreciation (depreciation)

 280,132

 88,081

 22,952

 Net realized and unrealized gain (loss)

 317,293

 189,344

 41,285

 Net increase (decrease) in net assets resulting from operations

 $
 315,654

 $
 187,672

 $
 39,683

 Net increase (decrease) in net assets per share

 $
 9.36

 $
 4.03

 $
 0.78

 Weighted average number of shares (in 000's)

 33,706

 46,607

 50,563

 See

 F- 5

 Statements
of Changes in Net Assets

 For
the years ended June 30, 2025, 2024 and 2023

 Amounts in 000's of US$

 June 30, 2023

 Net Assets – beginning of year

 $

 $
 935,811

 $
 996,127

 Creations of 3,050,000,
 1,900,000 and 4,100,000
shares respectively

 90,052

 41,587

 75,035

 Redemptions of ( 3,300,000), ( 17,000,000) and ( 9,950,000) respectively

 ( 91,125
)

 ( 374,076
)

 ( 175,034
)

 Net investment (loss)

 ( 1,639
)

 ( 1,672
)

 ( 1,602
)

 Net realized gain (loss) from gold bullion sold to pay expenses

 Net realized gain (loss) from gold bullion distributed for redemptions

 36,518

 100,903

 18,127

 Net change in unrealized appreciation (depreciation) on investment in gold bullion

 280,132

 88,081

 22,952

 Net Assets – end of year

 $
 1,105,575

 $

 $
 935,811

 See

 F- 6

 Financial
Highlights

 For
the years ended June 30, 2025, 2024 and 2023

 Per Share Performance
 (for a Share outstanding throughout each year)

 June 30, 2023

 Net asset value per Share at beginning of year

 $
 23.03

 $
 18.92

 $
 18.01

 Net investment income (loss) (1)

 ( 0.05
)

 ( 0.04
)

 ( 0.03
)

 Net realized and unrealized gain (loss) on investment in gold bullion

 9.44

 4.15

 0.94

 Net change in net assets from operations

 9.39

 4.11

 0.91

 Net asset value per Share at end of year

 $
 32.42

 $
 23.03

 $
 18.92

 Market price per Share at end of year

 $
 32.64

 $
 22.96

 $
 19.01

 Total return ratio, at net asset value

 40.77
 %

 21.72
 %

 5.05
 %

 Total return ratio, at market price

 42.16
 %

 20.78
 %

 6.12
 %

 Net assets ($000's)

 $
 1,105,575

 $

 $
 935,811

 Ratio to average net assets

 ( 0.17
)%

 ( 0.17
)%

 ( 0.17
)%

 Expenses

 0.17
 %

 0.17
 %

 0.17
 %

 (1)

 Calculated
 using the average shares outstanding method.

 See

 F- 7

 Notes
to the Financial Statements for the year ended June 30, 2025

 1.
 Organization

Gold Trust (the "Trust") is an investment trust formed on August 24, 2017 under New York law pursuant to a trust indenture.
The Sponsor of the Trust, GraniteShares LLC (the "Sponsor"), is responsible for, among other things, overseeing the performance
of The Bank of New York Mellon (the "Trustee") and the Trust's principal service providers, including the preparation
of financial statements. The Trustee is responsible for the day-to-day administration of the Trust.

 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.

 The
fiscal year end for the Trust is June 30.

 Undefined
capitalized terms shall have the meaning as set forth in the Trust's registration statement.

 2.
 Basis of Accounting and Significant Accounting Policies

 The
Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 946, Financial Services—Investment Companies, and has concluded that for reporting purposes,
the Trust is classified as an Investment Company. 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
preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires
those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures.
Actual results could differ from those estimates.

 The
following is a summary of significant accounting policies followed by the Trust.

 2.1.
 Custody and Fair Valuation of Gold

 The
Trust follows the provisions of ASC 820, Fair Value Measurements ("ASC 820"). ASC 820 provides guidance for determining fair
value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value. ASC 820 defines fair
value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date.

 Gold
is held by ICBC Standard Bank Plc (the "Custodian"), on behalf of the Trust, at the Custodian's London, United Kingdom
vaulting premises. 99.98 % and 99.96 % of gold is allocated gold in the form of good delivery gold bars as of June 30, 2025 and 2024, respectively.
A current list of all gold held by the Custodian is available on the sponsor's website. The cost of gold is determined according
to the average cost method and the fair value is based on the London Bullion Market Association ("LBMA") PM Gold Price. If
there is no LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced LBMA Gold Price AM unless the
Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation.

 The
LBMA PM Gold Price is set using the afternoon session of the ICE Benchmark Administration equilibrium auction, an electronic, tradable
and auditable over-the-counter auction market with the ability to participate in US Dollars, Euros or British Pounds for LBMA authorized
participating gold bullion banks or market makers that establishes a reference gold price for that day's trading.

 The
per Share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the LBMA PM Gold Price to calculate
the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per Share amount
of gold held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities and any losses that may have occurred.

 F- 8

 ASC
820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are
as follows:

 Level
1: Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.

 Level
2: Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly.
These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments and similar
data.

 Level
3: Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Trust's
own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based
on the best information available.

 The
following table summarizes the Trust's investments at fair value:

 Schedule
of Trust's Investments at Fair Value

 Level 1

 Level 2

 Level 3

 (Amounts in 000's of US$)

 Level 1

 Level 2

 Level 3

 Investment in Gold

 $

 $
 –

 $
 –

 Total

 $

 $
 –

 $
 –

 (Amounts in 000's of US$)

 Level 1

 Level 2

 Level 3

 Investment in Gold

 $

 $
 –

 $
 –

 Total

 $

 $
 –

 $
 –

 There
were no transfers between Level 1 and other Levels for the years ended June 30, 2025 and 2024.

 2.2.
 Expenses, realized gains and losses

 The
Trust's only ordinary recurring fee is expected to be the fee paid to the Sponsor, which will accrue daily at an annualized rate
equal to 0.1749 % of the adjusted daily net asset value of the Trust, paid monthly in arrears.

 The
Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee's monthly fee and
out of pocket expenses, the Custodian's fee and the reimbursement of the Custodian's expenses, exchange listing fees, United
States Securities and Exchange Commission (the "SEC") registration fees, printing and mailing costs, audit fees and certain
legal expenses.

 As
of June 30, 2025, the fees payable to the Sponsor were $ 161,986. As of June 30, 2024, the fees payable to the Sponsor were $ 137,175.
The Sponsor's Fee, for the year ended June 30, 2025 was $ 1,639,442 or 0.17 % of the Trust's assets on an annualized basis,
$ 1,671,742 for the year ended June 30, 2024, or 0.17 % of the Trust's assets on an annualized basis, and $ 1,602,240 for the year
ended June 30, 2023, or 0.17 % of the Trust's assets on an annualized basis.

 With
respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,
sell the Trust's gold as necessary to pay these expenses. When selling gold to pay expenses, the Trustee will endeavor to sell
the smallest amounts of gold needed to pay these expenses in order to minimize the Trust's holdings of assets other than gold.
Other than the Sponsor's Fee, the Trust had no expenses during the years ended June 30, 2025, 2024 and 2023.

 Unless
otherwise directed by the Sponsor, when selling gold, the Trustee will endeavor to sell at the price established by the LBMA PM Gold
Price. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the
most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at
the next LBMA PM Gold Price or such other publicly available price that the Sponsor deems fair, in each case as set following the sale
order. A gain or loss is recognized based on the difference between the selling price and the cost of the gold sold. Neither the Trustee
nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.

 Realized
gains and losses result from the transfer of gold for Share redemptions and / or to pay expenses and are recognized on a trade date basis
as the difference between the fair value and cost of gold transferred. Gain or loss on sales of gold bullion is calculated on a trade
date basis using the average cost method.

 F- 9

 2.3.
 Gold Receivable and Payable

 Gold
receivable or payable represents the quantity of gold covered by contractually binding orders for the creation or redemption of Shares
respectively, where the gold has not yet been transferred to or from the Trust's account. Generally, ownership of the gold is transferred
within two business days of the trade date.

 2.4.
 Creations and Redemptions of Shares

 The Trust issues and redeems in one or more blocks of 50,000 Shares (a
block of 50,000 Shares is called a "Basket") only to Authorized Participants. The creation and redemption of Baskets will
only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold represented by the Baskets
being created or redeemed, the amount of which will be based on the combined Fine Ounces represented by the number of shares included
in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.

 Orders
to create and redeem Baskets may be placed only by Authorized Participants. An Authorized Participant must: (1) be a registered broker-dealer
or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration,
would be required to register as a broker-dealer to engage in securities transactions, (2) be a participant in DTC, and (3) must have
an agreement with the Custodian establishing an unallocated account in London or have an existing unallocated account meeting the standards
described herein. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Sponsor
and the Trustee. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the
delivery of the gold required for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached
thereto may be amended by the Trustee and the Sponsor, without the consent of any investor or Authorized Participant. A transaction fee
of $ 500 will be assessed on all creation and redemption transactions. Multiple Baskets may be created on the same day, provided each
Basket meets the requirements described below and that the Custodian is able to allocate gold to the Trust Allocated Account such that
the Trust Unallocated Account holds no more than 430 Fine Ounces of gold at the close of a business day.

 Authorized
Participants who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation
or inducement of any kind from either the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor
or the Trust to effect any sale or resale of shares.

 2.5.
 Income Taxes

 The
Trust is 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 proceeds, income, gains, losses and deductions to the Internal Revenue
Service on that basis.

 The
Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined
that no reserves for uncertain tax positions are required as of June 30, 2025 and June 30, 2024.

 The
Sponsor evaluates tax positions taken or expected to be taken in the course of preparing the Trust's tax returns to determine whether
the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not deemed to
meet that threshold would be recorded as an expense in the current year. The Trust is required to analyze all open tax years. Open tax
years are those years that are open for examination by the relevant income taxing authority. As of June 30, 2025, the 2025, 2024, 2023
and 2022 tax years remain open for examination.

 2.6
 Recently Issued Accounting Pronouncement

 The
Trust adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures
("ASU 2023-07"). The Trust operates in one segment. The segment derives its revenues from Trust investments made in accordance
with the defined investment strategy of the Trust, as prescribed in the Trust's prospectus. The Chief Operating Decision Maker
("CODM") is the Sponsor. The CODM monitors the operating results of the Trust. The financial information the CODM leverages
to assess the segment's performance and to make decisions for the Trust's single segment, is consistent with that presented
within the Trust's financial statements.

 3.
 Investment in Gold

 Changes
in ounces of gold and their respective values for the year ended June 30, 2025:

 Schedule
of Investment in Gold

 Amounts in 000's of US$, except for ounces data

 Ounces

 Fair Value

 Opening balance as of June 30, 2024

 339,410.178

 $

 Gold bullion contributed

 30,097.409

 90,054

 Gold bullion distributed

 ( 33,156.489
)

 ( 55,580
)

 Change in unrealized appreciation (depreciation)

 -

 280,132

 Ending balance as of June 30, 2025

 336,351.098

 $

 F- 10

 Changes
in ounces of gold and their respective values for the year ended June 30, 2024:

 Amounts in 000's of US$, except for ounces data

 Ounces

 Fair Value

 Opening balance as of June 30, 2023

 489,449.928

 $
 935,950

 Gold bullion contributed

 18,782.084

 41,587

 Gold bullion distributed

 ( 168,821.834
)

 ( 274,487
)

 Change in unrealized appreciation (depreciation)

 –

 88,081

 Ending balance as of June 30, 2024

 339,410.178

 $

 4.
 Related parties – Sponsor and Trustee

 A
fee is paid to the Sponsor as compensation for services performed under the Trust Agreement. In exchange for the Sponsor's fee,
the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee's fee and
out-of-pocket expenses, the custodian's fee and reimbursement of the custodian expenses, NYSE Arca listing fees, SEC registration
fees, 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 payable at an annualized rate of 0.1749 % of the Trust's Net Asset Value, accrued on a daily basis computed on the prior
Business Day's Net Asset Value and paid monthly in arrears.

 The
Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor's Fee at its discretion for a stated period of
time. Presently, the Sponsor does not intend to waive any part of its fee.

 Affiliates
of the Trustee may from time-to-time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent
for their customers and for accounts over which they exercise investment discretion.

 5.
 Concentration of risk

 In
accordance with Statement of Position No. 94-6, Disclosure of Certain Significant Risks and Uncertainties, the Trust's sole business
activity is the investment in gold bullion. Several factors could affect the price of gold: (i) global gold supply and demand, which
is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions,
central bank purchases and sales, and production and cost levels in major gold-producing countries; (ii) investors' expectations
with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge
funds and commodity funds; and (vi) global or regional political, economic or financial events and situations. In addition, there is
no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold
declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a
material effect on the Trust's financial position and results of operations.

 6.
 Indemnification

 Under
the Trust's organizational documents, each of the Trustee (and its directors, officers, employees, shareholders, agents and affiliates)
and the Sponsor (and its members, managers, directors, officers, employees, agents and affiliates) is indemnified against any liability,
loss or expense it incurs without (i) gross negligence, bad faith, willful misconduct or willful misfeasance on its part in connection
with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with
the provisions of the Trust Agreement or any such other agreement and (ii) reckless disregard on its part of its obligations and duties
under the Trust Agreement or any such other agreement. Such indemnity shall also include payment from the Trust of the reasonable costs
and expenses incurred by the indemnified party in investigating or defending itself against any such loss, liability or expense or any
claim therefore. In addition, the Sponsor may, in its sole discretion, undertake any action that it may deem necessary or desirable in
respect of the Trust Agreement and in such event, the reasonable legal expenses and costs and other disbursements of any such actions
shall be expenses and costs of the Trust and the Sponsor shall be entitled to reimbursement by the Trust. The Trust's maximum exposure
under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

 7.
 Subsequent events

 Management
has evaluated the events and transactions that have occurred through the date the financial statements were issued and noted no items
requiring adjustment of the financial statements or additional disclosures.

 F- 11