iShares Gold Trust Micro 10-Q for FY2022 Q3
iShares Gold Trust Micro (IAUM)
About this 10-Q
iShares Gold Trust Micro filed this 10-Q on November 1, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $84.87M
- compared with a net loss of $18.7M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended |
| or | |
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to |
Commission File Number:
iShares®Gold Trust Micro
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of | (I.R.S. Employer |
c/o iShares Delaware Trust Sponsor LLC
Attn: Product Management Team
iShares Product Research & Development
(Address of principal executive offices)(Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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 ☐ |
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| | 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 31, 2022, the Registrant had
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| Item 1. | ||
| Statements of Assets and Liabilities at September 30, 2022 and December 31, 2021 |
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| Schedules of Investments at September 30, 2022 and December 31, 2021 |
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. | ||
| Item 4. | ||
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| Item 1. | ||
| Item 1A. | ||
| Item 2. | ||
| Item 3. | ||
| Item 4. | ||
| Item 5. | ||
| Item 6. | ||
PART I – FINANCIAL INFORMATION
Statements of Assets and Liabilities (Unaudited)
At September 30, 2022 and December 31, 2021
| September 30, | December 31, | |||||||
| Assets | ||||||||
| Investment in gold bullion, at fair value(a) | $ | $ | ||||||
| Total Assets | ||||||||
| Liabilities | ||||||||
| Sponsor’s fees payable | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingent liabilities (Note 6) | — | — | ||||||
| Net Assets | $ | $ | ||||||
| Shares issued and outstanding(b) | ||||||||
| Net asset value per Share (Note 2C) | $ | $ | ||||||
| (a) |
Cost of investment in gold bullion: $1,083,690,497 and $858,638,067, respectively. |
| (b) |
No par value, unlimited amount authorized. |
See notes to financial statements.
Statements of Operations (Unaudited)
For the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from June 15, 2021 (Date of Inception) to September 30, 2021
| Three Months Ended | Three Months Ended | Nine Months Ended | Period from June 15, 2021 (Date of Inception) to September 30, | |||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Expenses | ||||||||||||||||
| Sponsor’s fees | $ | $ | $ | $ | ||||||||||||
| Sponsor’s fees waiver | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total expenses | ||||||||||||||||
| Net investment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Realized and Unrealized Gain (Loss) | ||||||||||||||||
| Net realized gain (loss) from: | ||||||||||||||||
| Gold bullion sold to pay expenses | ( | ) | ||||||||||||||
| Gold bullion distributed for the redemption of Shares | ( | ) | ||||||||||||||
| Net realized gain (loss) | ( | ) | ||||||||||||||
| Net change in unrealized appreciation/depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net realized and unrealized loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net decrease in net assets resulting from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net decrease in net assets per Share(a) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (a) |
Net decrease in net assets per Share based on average shares outstanding during the period. |
See notes to financial statements.
Statements of Changes in Net Assets (Unaudited)
For the three, six and nine months ended September 30, 2022
| Nine Months Ended | ||||
| Net Assets at December 31, 2021 | $ | |||
| Operations: | ||||
| Net investment loss | ( | ) | ||
| Net realized gain | ||||
| Net change in unrealized appreciation/depreciation | ||||
| Net increase in net assets resulting from operations | ||||
| Capital Share Transactions: | ||||
| Contributions for Shares issued | ||||
| Distributions for Shares redeemed | ( | ) | ||
| Net increase in net assets from capital share transactions | ||||
| Increase in net assets | ||||
| Net Assets at March 31, 2022 | $ | |||
| Operations: | ||||
| Net investment loss | ( | ) | ||
| Net realized gain | ||||
| Net change in unrealized appreciation/depreciation | ( | ) | ||
| Net decrease in net assets resulting from operations | ( | ) | ||
| Capital Share Transactions: | ||||
| Distributions for Shares redeemed | ( | ) | ||
| Net decrease in net assets from capital share transactions | ( | ) | ||
| Decrease in net assets | ( | ) | ||
| Net Assets at June 30, 2022 | $ | |||
| Operations: | ||||
| Net investment loss | ( | ) | ||
| Net realized loss | ( | ) | ||
| Net change in unrealized appreciation/depreciation | ( | ) | ||
| Net decrease in net assets resulting from operations | ( | ) | ||
| Capital Share Transactions: | ||||
| Contributions for Shares issued | ||||
| Distributions for Shares redeemed | ( | ) | ||
| Net increase in net assets from capital share transactions | ||||
| Decrease in net assets | ( | ) | ||
| Net Assets at September 30, 2022 | $ | |||
| Shares issued and redeemed | ||||
| Shares issued | ||||
| Shares redeemed | ( | ) | ||
| Net increase in Shares issued and outstanding | ||||
See notes to financial statements.
iShares®Gold Trust Micro
Statements of Changes in Net Assets (Unaudited)
For the three months ended September 30, 2021 and the period from June 15, 2021 (Date of Inception) to September 30, 2021
| Period from 2021 |
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| Net Assets at June 15, 2021 |
$ | |||
| Operations: |
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| Net investment loss |
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| Net change in unrealized appreciation/depreciation |
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| Net decrease in net assets resulting from operations |
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| Decrease in net assets |
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| Net Assets at June 30, 2021 |
$ | |||
| Operations: |
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| Net investment loss |
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| Net realized gain |
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| Net change in unrealized appreciation/depreciation |
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| Net decrease in net assets resulting from operations |
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| Capital Share Transactions: |
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| Contributions for Shares issued |
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| Net increase in net assets from capital share transactions |
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| Increase in net assets |
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| Net Assets at September 30, 2021 |
$ | |||
| Shares issued and redeemed |
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| Shares issued |
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| Net increase in Shares issued and outstanding |
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See notes to financial statements.
Statements of Cash Flows (Unaudited)
For the nine months ended September 30, 2022 and the period from June 15, 2021 (Date of Inception) to September 30, 2021
| Nine Months Ended | Period from June 15, 2021 (Date | |||||||
| 2022 | 2021 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Proceeds from gold bullion sold to pay expenses | $ | $ | ||||||
| Expenses – Sponsor’s fees paid | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| Increase (decrease) in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities | ||||||||
| Net decrease in net assets resulting from operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||||||
| Proceeds from gold bullion sold to pay expenses | ||||||||
| Net realized (gain) loss | ( | ) | ( | ) | ||||
| Net change in unrealized appreciation/depreciation | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Sponsor’s fees payable | ||||||||
| Net cash provided by (used in) operating activities | $ | $ | ||||||
| Supplemental disclosure of non-cash information: | ||||||||
| Gold bullion contributed for Shares issued | $ | $ | ||||||
| Gold bullion distributed for Shares redeemed | $ | ( | ) | $ | ||||
See notes to financial statements.
Schedules of Investments (Unaudited)
At September 30, 2022 and December 31, 2021
| September 30, 2022 |
| Description | Ounces | Cost | Fair Value | |||||||||
| Gold bullion | $ | $ | ||||||||||
| Total Investments – | ||||||||||||
| Less Liabilities – | ( | ) | ||||||||||
| Net Assets – | $ | |||||||||||
| December 31, 2021 |
| Description | Ounces | Cost | Fair Value | |||||||||
| Gold bullion | $ | $ | ||||||||||
| Total Investments – | ||||||||||||
| Less Liabilities – | ( | ) | ||||||||||
| Net Assets – | $ | |||||||||||
See notes to financial statements.
Notes to Financial Statements (Unaudited)
September 30, 2022
| 1 - | Organization |
The iShares Gold Trust Micro (the “Trust”) was organized on June 15, 2021 as a New York trust. The trustee is The Bank of New York Mellon (the “Trustee”), which is responsible for the day-to-day administration of the Trust. The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Trust is governed by the provisions of the First Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of January 31, 2022. The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.
The Trust seeks to reflect generally the performance of the price of gold. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Trust is designed to provide a vehicle for investors to make an investment similar to an investment in gold.
The accompanying unaudited financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments considered necessary for a fair statement of the interim period financial statements, have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 1, 2022.
The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
| 2 - | Significant Accounting Policies |
| A. | Basis of Accounting |
The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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B. | Gold Bullion |
JPMorgan Chase Bank N.A., London branch (the “Custodian”), is responsible for the safekeeping of gold bullion owned by the Trust.
Fair value of the gold bullion held by the Trust is based on that day’s London Bullion Market Association (“LBMA”) Gold Price PM. “LBMA Gold Price PM” is the price per fine troy ounce of gold, stated in U.S. dollars, determined by ICE Benchmark Administration (“IBA”) following an electronic auction consisting of one or more 30-second rounds starting at 3:00 p.m. (London time), on each day that the London gold market is open for business and published shortly thereafter. If there is no LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced price of gold determined in an electronic auction hosted by IBA that begins at 10:30 a.m. (London time) (“LBMA Gold Price AM”) unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation.
Gain or loss on sales of gold bullion is calculated on a trade date basis using the average cost method.
The following tables summarize activity in gold bullion for the three months ended September 30, 2022 and 2021:
| Three Months Ended September 30, 2022 | Ounces | Cost | Fair Value | Realized | ||||||||||||
| Beginning balance | $ | $ | $ | — | ||||||||||||
| Gold bullion contributed | — | |||||||||||||||
| Gold bullion distributed | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gold bullion sold to pay expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net realized loss | — | — | ( | ) | — | |||||||||||
| Net change in unrealized appreciation/depreciation | — | — | ( | ) | — | |||||||||||
| Ending balance | $ | $ | $ | ( | ) | |||||||||||
| Three Months Ended September 30, 2021 | Ounces | Cost | Fair Value | Realized | ||||||||||||
| Beginning balance | $ | $ | $ | — | ||||||||||||
| Gold bullion contributed | — | |||||||||||||||
| Gold bullion distributed | ||||||||||||||||
| Gold bullion sold to pay expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Net realized gain | — | — | — | |||||||||||||
| Net change in unrealized appreciation/depreciation | — | — | ( | ) | — | |||||||||||
| Ending balance | $ | $ | $ | |||||||||||||
The following tables summarize activity in gold bullion for the nine months ended September 30, 2022 and the period from June 15, 2021 (Date of Inception) to September 30, 2021:
| Nine Months Ended September 30, 2022 | Ounces | Cost | Fair Value | Realized | ||||||||||||
| Beginning balance | $ | $ | $ | — | ||||||||||||
| Gold bullion contributed | — | |||||||||||||||
| Gold bullion distributed | ( | ) | ( | ) | ( | ) | ||||||||||
| Gold bullion sold to pay expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Net realized gain | — | — | — | |||||||||||||
| Net change in unrealized appreciation/depreciation | — | — | ( | ) | — | |||||||||||
| Ending balance | $ | $ | $ | |||||||||||||
| Period Ended September 30, 2021 | Ounces | Cost | Fair Value | Realized Gain (Loss) | ||||||||||||
| Beginning balance | $ | $ | $ | — | ||||||||||||
| Gold bullion contributed | — | |||||||||||||||
| Gold bullion distributed | ||||||||||||||||
| Gold bullion sold to pay expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Net realized gain | — | — | — | |||||||||||||
| Net change in unrealized appreciation/depreciation | — | — | ( | ) | — | |||||||||||
| Ending balance | $ | $ | $ | |||||||||||||
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C. | Calculation of Net Asset Value |
On each business day, as soon as practicable after 4:00 p.m. (New York time), the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the fair value of the gold and other assets held by the Trust. The Trustee computes the net asset value per Share by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.
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D. | Offering of the Shares |
Trust Shares are issued and redeemed continuously in aggregations of
The per Share amount of gold exchanged for a purchase or redemption represents the per Share amount of gold held by the Trust, after giving effect to its liabilities.
When gold bullion is exchanged in settlement of a redemption, it is considered a sale of gold bullion for accounting purposes.
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E. | Federal Income Taxes |
The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust.
The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of September 30, 2022 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
| 3 - | Trust Expenses |
During the period, the Trust paid to the Sponsor a Sponsor’s fee that accrues daily at an annualized rate equal to
| 4 - | Related Parties |
The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.
| 5 - | Indemnification |
The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic or other report filed with the SEC relating to the Shares that is not materially altered by the Sponsor.
The Trust Agreement provides that the Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred without their (1) negligence, bad faith, willful misconduct or willful malfeasance arising out of or in connection with the performance of their obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement or (2) reckless disregard of their obligations and duties under the Trust Agreement.
The Trust has agreed that the Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of the Custodian’s negligence, fraud or willful default in the performance of its duties.
| 6 - | Commitments and Contingent Liabilities |
In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses. 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 - | Concentration Risk |
Substantially all of the Trust’s assets are holdings of gold bullion, which creates a concentration risk associated with fluctuations in the price of gold. Accordingly, a decline in the price of gold will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a decline in the price of gold include large sales by the official sector (governments, central banks, and related institutions); a significant increase in the hedging activities of gold producers; significant changes in the attitude of speculators, investors and other market participants towards gold; global gold supply and demand; global or regional political, economic or financial events and situations; investors’ expectations with respect to the rate of inflation; interest rates; investment and trading activities of hedge funds and commodity funds; other economic variables such as income growth, economic output, and monetary policies; and investor confidence.
| 8 - | Financial Highlights |
The following financial highlights relate to investment performance and operations for a Share outstanding for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from June 15, 2021 (Date of Inception) to September 30, 2021.
| Three Months Ended | Three Months Ended September 30, | Nine Months Ended | Period from June 15, 2021 (Date of Inception) to September 30, | |||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net asset value per Share, beginning of period | $ | $ | $ | $ | ||||||||||||
| Net investment loss(a) | ( | )(b) | ( | )(b) | ( | ) | ( | )(b) | ||||||||
| Net realized and unrealized gain(c) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net decrease in net assets from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net asset value per Share, end of period | $ | $ | $ | $ | ||||||||||||
| Total return, at net asset value(d)(e) | ( | )% | ( | )% | ( | )% | ( | )% | ||||||||
| Ratio to average net assets: | ||||||||||||||||
| Net investment loss(f) | ( | )% | ( | )% | ( | )% | ( | )% | ||||||||
| Total Expenses(f) | % | % | % | % | ||||||||||||
| Total expenses after fees waived(f) | % | % | % | % | ||||||||||||
| (a) | Based on average Shares outstanding during the period. |
| (b) | Amount is greater than $( |
| (c) | The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Trust Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment. |
| (d) | Based on the change in net asset value of a Share during the period. |
| (e) | Percentage is not annualized. |
| (f) | Percentage is annualized. |
| 9 - | Investment Valuation |
U.S. GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s policy is to value its investment at fair value.
Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:
| Level 1 − | Unadjusted quoted prices in active markets for identical assets or liabilities; |
| Level 2 − | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and |
| Level 3 − | Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments. |
At September 30, 2022 and December 31, 2021, the value of the gold bullion held by the Trust is categorized as Level 1.
| 10 - | Subsequent Events |
Management’s evaluation of the impact of all subsequent events on the Trust’s financial statements was completed through the date the financial statements were available to be issued and the following item was noted:
Effective October 24, 2022, the Sponsor's Fee paid by the Trust was reduced from an annualized rate of
Item 2. 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 financial statements included in Item 1 of Part I of this Form 10‑Q. 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,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. 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 below, 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. Although the Sponsor does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Sponsor cannot guarantee their accuracy. Except as required by applicable disclosure laws, neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.
Introduction
The iShares Gold Trust Micro (the “Trust”) is a grantor 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 First Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) between the Trustee and iShares Delaware Trust Sponsor LLC, the sponsor of the Trust (the “Sponsor”). The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets. The assets of the Trust consist primarily of gold bullion held by a custodian as an agent of the Trust responsible only to the Trustee.
The Trust is a passive investment vehicle and seeks to reflect generally the performance of the price of gold. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. 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 Shares (a “Basket”) or integral multiples thereof, and only in transactions with registered broker-dealers that have previously entered into an agreement with the Sponsor and the Trustee governing the terms and conditions of such issuance (such broker-dealers, the “Authorized Participants”). A list of the current Authorized Participants is available from the Sponsor or the Trustee.
Shares of the Trust trade on NYSE Arca, Inc. (“NYSE Arca”) under the ticker symbol IAUM.
Valuation of Gold Bullion; 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 net asset value per Share (“NAV”). The Trustee values the gold held by the Trust using the price per fine troy ounce of gold determined in an electronic auction hosted by ICE Benchmark Administration (“IBA”) that begins at 3:00 p.m. (London time) and published shortly thereafter, on the day the valuation takes place (such price, the “LBMA Gold Price PM”). If there is no announced LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced price of gold determined in an electronic auction hosted by IBA that begins at 10:30 a.m. (London time) (such price, the “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 Gold Price AM and LBMA Gold Price PM are used by the Trust because they are commonly used by the U.S. gold market as indicators of the value of gold and are permitted to be used under the Trust Agreement. The use of indicators of the value of gold bullion other than the LBMA Gold Price AM and LBMA Gold Price PM could result in materially different fair value pricing of the gold held by the Trust, and as such, could result in different cost or market adjustments or in different redemption value adjustments of the outstanding redeemable capital Shares. Having valued the gold held by the Trust, the Trustee then subtracts all accrued fees, expenses and other liabilities of the Trust from the total value of the gold held by the Trust and other assets held by the Trust. The result is the net asset value of the Trust. The Trustee computes NAV by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.
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 has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary 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 sales of gold.
Critical Accounting Policies
The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles 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 is a description of the valuation of gold bullion, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Valuation of Gold Bullion; Computation of Net Asset Value” above. In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies.
Results of Operations
The Quarter Ended September 30, 2022
The Trust’s net asset value decreased from $1,035,816,693 at June 30, 2022 to $1,004,619,448 at September 30, 2022 a 3.01% decrease. The decrease in the Trust’s net asset value resulted primarily from a decrease in the LBMA Gold Price, which fell 7.99% from $1,817.00 at June 30, 2022 to $1,671.75 at September 30, 2022. The decrease in the Trust’s net asset value was partially offset by an increase in the number of outstanding shares, which rose from 57,050,000 Shares at June 30, 2022 to 60,150,000 Shares at September 30, 2022, a consequence of 3,700,000 Shares (74 Baskets) being created and 600,000 Shares (12 Baskets) being redeemed during the quarter.
The 8.04% decrease in the NAV from $18.16 at June 30, 2022 to $16.70 at September 30, 2022 is directly related to the 7.99% decrease in the price of gold.
The NAV decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $182,234 for the quarter, or 0.02% of the Trust’s average weighted assets of $1,032,539,060 during the quarter. The NAV of $17.96 on July 1, 2022 was the highest during the quarter, compared with a low during the quarter of $16.33 on September 27, 2022.
Net decrease in net assets resulting from operations for the quarter ended September 30, 2022 was $84,868,536, resulting from an unrealized loss on investment in gold bullion of $83,956,087, a net realized loss of $724,706 on gold distributed for the redemption of Shares, a net realized loss of $5,509 from gold bullion sold to pay expenses during the quarter, and a net investment loss of $182,234. Other than the Sponsor’s fees of $182,234, the Trust had no expenses during the quarter.
The Nine-Month Period Ended September 30, 2022
The Trust’s net asset value increased from $872,384,122 at December 31, 2021 to $1,004,619,448 at September 30, 2022, a 15.16% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding shares, which rose from 47,950,000 Shares at December 31, 2021 to 60,150,000 Shares at September 30, 2022, a consequence of 26,600,000 Shares (532 Baskets) being created and 14,400,000 Shares (288 Baskets) being redeemed during the period. The increase in the Trust’s net asset value was partially offset by a decrease in the LBMA Gold Price, which fell 8.15% from $1,820.10 at December 31, 2021 to $1,671.75 at September 30, 2022.
The 8.19% decrease in the NAV from $18.19 at December 31, 2021 to $16.70 at September 30, 2022 is directly related to the 8.15% decrease in the price of gold.
The NAV decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $589,709 for the period, or 0.05% of the Trust’s average weighted assets of $1,126,588,129 during the period. The NAV of $20.38 on March 8, 2022 was the highest during the period, compared with a low during the period of $16.33 on September 27, 2022.
Net decrease in net assets resulting from operations for the nine months ended September 30, 2022 was $83,410,824, resulting from an unrealized loss on investment in gold bullion of $92,808,513, a net realized gain of $9,979,524 on gold distributed for the redemption of Shares, a net realized gain of $7,874 from gold bullion sold to pay expenses during the period, and a net investment loss of $589,709. Other than the Sponsor’s fees of $589,709, the Trust had no expenses during the period.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, with the participation of the Trustee, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
There were no changes in the Trust’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
None.
Except as set forth below, there have been no material changes to the Risk Factors last reported under Part I, Item 1A of the registrant’s Annual Report on Form 10-K for the period ended December 31, 2021, filed with the Securities and Exchange Commission on March 1, 2022.
Because 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 a short-, mid- or long- term period.
Shares 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. 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 decide 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. 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, a decline in world gold prices could occur, negatively impacting the price of the Shares; |
| • |
global gold supply and demand, which is influenced by such factors as gold’s uses in jewelry, technology and industrial applications, purchases made by investors in the form of bars, coins and other gold products, purchases made by gold producers to unwind gold hedge positions and production and cost levels in major gold-producing countries such as China, South Africa, the United States and Australia; |
| • |
global or regional political, economic or financial events and situations, especially those unexpected in nature, including the recent Russian invasion of Ukraine; |
| • |
investors’ expectations with respect to the rate of inflation; |
| • |
interest rates; |
| • |
investment and trading activities of hedge funds and commodity funds; |
| • |
other economic variables such as income growth, economic output, and monetary policies; and |
| • |
investor confidence. |
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.
Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and economic impacts are impossible to predict. These and any related events could cause volatility in precious metals prices and have significant impact on Trust performance and the value of an investment in the Shares. Russia is a significant producer of gold. On March 7, 2022, the LBMA suspended six Russian gold and silver refiners from its Good Delivery List. As a result, while existing gold bars from these refiners are considered acceptable, new gold bars are not. 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, U.S. regulations prohibit the import of gold of Russian origin into the United States on or after June 28, 2022 and European Union 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. Although there was an initial increase in gold prices in late February, which may have been related to the invasion and related events, there has not been a subsequent material impact on gold prices or volatility, the Trust performance or the NAV per share. Additionally, as of the date of this report, the Trust does not expect that the removal of the new gold bars from Russia will have a material impact on the gold market or on the Trust.
Investors should be aware that while gold is used to preserve wealth by investors around the world, there is no assurance that gold will maintain its long- term value in terms of future purchasing power. In the event the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.
Furthermore, although gold has been used as a portfolio diversifier due to its historically low-to-negative correlation with stocks and bonds, diversification does not ensure against, nor can it prevent against, risk of loss.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
a) None.
b) Not applicable.
c) 600,000 Shares (12 Baskets) were redeemed during the quarter ended September 30, 2022.
| Period |
Total Number of Shares |
Average Ounces of |
||||||
| 07/01/22 to 07/31/22 |
— | $ | — | |||||
| 08/01/22 to 08/31/22 |
— | — | ||||||
| 09/01/22 to 09/30/22 |
600,000 | 0.0100 | ||||||
| Total |
600,000 | $ | 0.0100 | |||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Not applicable.
| Exhibit No. |
Description |
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| 4.1 |
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| 4.2 | First Amendment to First Amended and Restated Depositary Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on October 25, 2022 | |
| 4.3 |
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| 10.1 |
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| 10.2 |
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| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
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| 101.INS |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 104 |
Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) |
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* indicated thereunto duly authorized.
iShares Delaware Trust Sponsor LLC,
Sponsor of the iShares Gold Trust Micro (registrant)
| /s/ Shannon Ghia |
| Shannon Ghia |
| Director, President and Chief Executive Officer |
| (Principal executive officer) |
| Date: | November 1, 2022 |
| /s/ Bryan Bowers |
| Bryan Bowers |
| Director and Chief Financial Officer |
| (Principal financial and accounting officer) |
| Date: | November 1, 2022 |
| * |
The registrant is a trust and the persons are signing in their respective capacities as officers of iShares Delaware Trust Sponsor LLC, the Sponsor of the registrant. |
Exhibit 31.1
CERTIFICATION
I, Shannon Ghia, certify that:
|
1. |
I have reviewed this report on Form 10-Q of iShares Gold Trust Micro; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
c) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | November 1, 2022 |
| /s/ Shannon Ghia |
| Shannon Ghia |
| Director, President and Chief Executive Officer |
| (Principal executive officer) |
Exhibit 31.2
CERTIFICATION
I, Bryan Bowers, certify that:
|
1. |
I have reviewed this report on Form 10-Q of iShares Gold Trust Micro; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
c) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | November 1, 2022 |
| /s/ Bryan Bowers |
| Bryan Bowers |
| Director and Chief Financial Officer |
| (Principal financial and accounting officer) |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of iShares Gold Trust Micro (the “Trust”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shannon Ghia, Chief Executive Officer of iShares Delaware Trust Sponsor LLC, the Sponsor of the Trust, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust. |
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
| Date: | November 1, 2022 |
| /s/ Shannon Ghia |
| Shannon Ghia* |
| Director, President and Chief Executive Officer |
| (Principal executive officer) |
|
* |
The registrant is a trust and Ms. Ghia is signing in her capacity as an officer of iShares Delaware Trust Sponsor LLC, the Sponsor of the registrant. |
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of iShares Gold Trust Micro (the “Trust”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan Bowers, Chief Financial Officer of iShares Delaware Trust Sponsor LLC, the Sponsor of the Trust, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust. |
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
| Date: | November 1, 2022 |
| /s/ Bryan Bowers |
| Bryan Bowers* |
| Director and Chief Financial Officer |
| (Principal financial and accounting officer) |
|
* |
The registrant is a trust and Mr. Bowers is signing in his capacity as an officer of iShares Delaware Trust Sponsor LLC, the Sponsor of the registrant. |