iShares Gold Trust – s. 1(10)(a)(ii)

September 21, 2018

Order

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – application by a reporting issuer for an order that it is not a reporting issuer in Ontario – based on diligent inquiry, residents of Canada (i) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide, and (ii) do not directly or indirectly comprise more than 2% of the total number of securityholders of the issuer worldwide – issuer is subject to U.S. securities law requirements – issuer has provided notice through a press release that it has submitted an application to cease to be a reporting issuer in Ontario.

Applicable Legislative Provisions

Securities Act (Ontario), s. 1(10)(a)(ii)

September 21, 2018

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)

AND

IN THE MATTER OF
iSHARES GOLD TRUST
(the Filer)

ORDER
(Subclause 1(10)(a)(ii))

UPON the Director having received an application from the Filer for an order under subclause 1(10)(a)(ii) of the Act that the Filer is not a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Filer representing to the Commission as follows:

1. The Filer is a trust established under the laws of New York.

2. iShares Delaware Trust Sponsor LLC is the sponsor of the Filer, with its head office located in San Francisco, California.

3. The Filer has no operations, personnel, assets or premises in Canada; however, JPMorgan Chase Bank N.A., the custodian of the Filer’s gold, has a vault in Toronto, Ontario which is a permitted location for storing the Filer’s gold.

4. The Bank of New York Mellon is the trustee of the Filer, with its head office located in Brooklyn, New York.

5. The Filer became a reporting issuer in Ontario upon the listing and posting of its shares (the Shares) for trading on the Toronto Stock Exchange (the TSX) under the symbol “IGT” effective as of December 5, 2005. The Filer is not a reporting issuer in any other jurisdiction of Canada.

6. The Shares are in continuous distribution in the United States of America (the U.S.) and are listed on NYSE Arca under the symbol “IAU”. The Shares are also cross-listed on the Berlin Stock Exchange under the symbol “I6HB”, Lima Stock Exchange under the symbol “IAU”, Mexico Stock Exchange under the symbol “IAU” and the Santiago Stock Exchange under the symbols “IAU” and “IAUCL. In addition, the Shares also trade, but are not listed, on other marketplaces in the U.S. and trade in the interdealer market.

7. The Filer is subject to and is in compliance with all requirements applicable to it imposed by the U.S. Securities and Exchange Commission, the Securities Act of 1933 of the U.S., the Securities Exchange Act of 1934 of the U.S., the Sarbanes-Oxley Act of 2002 of the U.S. and the rules of NYSE Arca (collectively, the U.S. Rules).

8. The Filer qualifies as a “U.S. issuer” under National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101) and as such relies on and complies with the exemptions from Canadian continuous disclosure requirements afforded to U.S. issuers under NI 71-101.

9. As of July 31, 2018, the Filer had 878,850,000 Shares issued and outstanding. The Filer has no other types of securities that are issued and outstanding, including any debt securities.

10. The Filer applied to voluntarily delist the Shares from the TSX, and the Shares were delisted from the TSX at the close of trading on June 22, 2016 (the Delisting Date).

11. The Filer has made a good faith investigation to confirm the residency of the holders of its out-standing securities. Based on this investigation, as of July 31, 2018, the Filer has concluded that residents of Canada do not: (i) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities, including debt securities, of the Filer worldwide, and (ii) directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide. The investigation conducted by the Filer in support of the foregoing representation is as follows:

(a)           The Filer receives reports on a monthly basis from Broadridge Financial Solu-tions Inc. (Broadridge). These reports contain details regarding beneficial accounts based on Broadridge’s aggre-gation of data provided by its inter-mediary clients. The Filer believes that the Broadridge information is the best readily available information to determine the beneficial holders of Shares.

(b)           The Filer has estimated the number of beneficial holders by counting the num-ber of beneficial accounts in the report. The report includes address information with personally identifiable information removed for, and the amount of Shares held by, each beneficial account. There are certain limitations with this account level information, including (i) Broad-ridge’s data is the result of the aggregation of data provided by a very large number of intermediaries and Broadridge is constrained by the infor-mation provided to it by intermediaries, (ii) any individual or entity may be the beneficial owner of one or more account(s), (iii) it is not possible to determine whether there is more than one beneficial owner in respect of any given account (e.g., jointly held accounts), and (iv) Broadridge does not have access to all intermediaries through which beneficiaries may hold Shares, but Broadridge estimated that it does have access to the substantial majority of intermediaries.

(c)           On the basis of this report and subject to the limitations discussed above, the Filer has determined that, as of July 31, 2018, the total number of beneficial accounts worldwide is 592,482, of which 6,405 belong to Canadian residents, repre-senting approximately 1.1% of the total number of beneficial holders worldwide identified in the report.

(d)           On the basis of the report and subject to the limitations discussed above, the Filer has determined that, as of July 31, 2018, 12,360,902 Shares are beneficially owned by Canadian residents, repre-senting approximately 1.4% of the issued and outstanding Shares on the basis of a total of 878,850,000 issued and outstanding Shares. The total issued and outstanding Shares are based on the records of The Bank of New York Mellon.

12. Since the Delisting Date, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting an offering of securities in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.

13. The Filer has no current intention to conduct any offerings of its securities in Canada.

14. The Filer has provided advance notice to Canadian resident securityholders in a press release dated December 1, 2017 that it had applied for a decision that it is not a reporting issuer in Ontario and that, if a decision was made, the Filer would no longer be a reporting issuer in any jurisdiction in Canada.

15. The Filer has provided an undertaking to the Commission to deliver to its Canadian securityholders, all disclosure the Filer would be required to deliver to U.S. resident securityholders, in the same manner and at the same time as delivered to its U.S. resident securityholders under the U.S. Rules.

16. The Filer is not in default of securities legislation in Ontario.

AND UPON the Commission being satisfied that it would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subclause 1(10)(a)(ii) of the Act that, for purposes of Ontario securities law, the Filer is not a reporting issuer.

“AnneMarie Ryan”
Commissioner
Ontario Securities Commission

“Frances Kordyback”
Commissioner
Ontario Securities Commission