S-1/A

File No. 333-264576

As filed with the Securities and Exchange Commission on July 22, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

AMENDMENT NO. 3 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________________

Sprott ESG Gold ETF

Sponsored by Sprott Asset Management LP

(Exact Name of Registrant as Specified in Its Charter)

___________________________

Delaware (State or Other Jurisdiction of Incorporation or Organization)	6221 (Primary Standard Industrial Classification Code Number)	86-6647708 (I.R.S. Employer Identification Number)
	320 Post Road, Suite 230 Darien, CT 06820 (203) 636-0977
	(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) ___________________________

Whitney George

320 Post Road, Suite 230

Darien, CT 06820

(203) 636-0977

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

___________________________

Copies to:

Anthony Tu-Sekine

Seward & Kissel LLP

901 K Street N.W.

Washington, D.C. 20001

___________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.          ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Securities Exchange Act of 1934 (the “Exchange Act”). (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	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 7(a)(2)(B) of the Securities Act.  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The Trust may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated July 22, 2022

SHARES OF

SPROTT ESG GOLD ETF

The Sprott ESG Gold ETF (the “Trust”) will issue shares (the “Shares”) that represent units of fractional undivided beneficial interests in and ownership of the Trust’s net assets.  Sprott Asset Management LP (the “Sponsor”), which has offices in the United States and in Canada, is the sponsor of the Trust. Sprott Asset Management USA Inc. serves as investment adviser (the “Adviser”) to the Trust. The Royal Canadian Mint (the “Gold Custodian” or the “Mint”) is the custodian of the Trust’s physical gold bullion. The Mint also produces Sprott ESG Approved Gold (as defined below) in bar form for the Trust. The Delaware Trust Company is the trustee of the Trust (the “Trustee”). The Bank of New York Mellon is the custodian for the Trust’s U.S. dollars (“Cash”) (in such capacity, the “Cash Custodian”) and the administrator (in such capacity, the “Administrator”) and transfer agent (in such capacity, the “Transfer Agent”) of the Trust. Sprott Global Resource Investments Ltd. is the marketing agent (the “Marketing Agent”) of the Trust.

The Trust’s assets consist primarily of fully allocated, unencumbered physical gold bullion held by the Mint on behalf of the Trust that meets certain environmental, social and governance (“ESG”) standards and criteria established by the Sponsor as described in this prospectus (“Sprott ESG Approved Gold”).

While the Trust seeks to reflect generally the performance of the price of gold before payment of the Trust’s expenses and liabilities, an investment in the Shares is not a proxy for investing in gold. The Shares have been designed to remove the obstacles represented by the expense and complications involved in an investment in Sprott ESG Approved Gold, while at the same time having an intrinsic value that reflects, at any given time, the price of the physical gold bullion owned by the Trust at such time, less the Trust’s 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.

The Trust intends to issue and redeem Shares only in blocks of 50,000 Shares or multiples thereof on a continuous basis in exchange for Sprott ESG Approved Gold. A block of 50,000 Shares is called a “Creation Unit”. Only Authorized Participants (as defined below) may purchase or redeem Creation Units. Shares will be offered to the public from time to time at prices that will reflect the price of gold and the trading price of the Shares on NYSE Arca, Inc. (the “Exchange”) at the time of the offer. Except when aggregated in Creation Units, Shares are not redeemable securities.

On July 19, 2022, the initial Authorized Participant, Virtu Americas LLC (the “Initial AP”), deposited gold for the purchase of Creation Units totaling 100,000 shares at the share price equal to $34.26 per share. The Initial AP was a statutory underwriter with respect to the initial purchase of Creation Units. Total proceeds to the Trust from the

i

sale of the Creation Units were 2,000 troy ounces of gold. At contribution, the value of the gold deposited with the Trust was $3,426,100 based on the price of an ounce of gold of $1,713.05 announced on July 19, 2022. The Initial AP intends to offer to the public these 100,000 Shares at a per-Share offering price that will vary depending on, among other things, the price of gold, the Trust's NAV and the trading price of the Shares on the Exchange at the time of the offer. Shares offered by the Initial AP at different times may have different offering prices. Prior to this offering, there was no public market for the Shares. The Initial AP is not affiliated with the Sponsor or the Trustee.

The Marketing Agent will assist the Sponsor with certain functions and duties relating to distribution and marketing of the Shares, including but not limited to reviewing and approving orders placed by Authorized Participants and transmitted to the Transfer Agent and all  Trust advertising materials submitted to it for review for compliance with applicable United States Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) rules, and filing all such materials required to be filed with FINRA. For more information, see the “Plan of Distribution” section on page 96 of this prospectus.

Shareholders will take no part in the management or control of the Trust and will have no voting rights with respect to the Trust, except as expressly provided for in the Amended and Restated Trust Agreement.

The Trust is neither an investment company registered under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”) or a commodity pool for purposes of the United States Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act” or the “CEA”). The Trust is an “emerging growth company” as that term is used in the Securities Act of 1933, as amended (“Securities Act”), and, as such, the Trust may elect to comply with certain reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary—Emerging Growth Company Status.”

The offering has no fixed termination date and intends to offer Shares on a continuous basis pursuant to Rule 415 under the Securities Act.

Investing in the Shares involves significant risks. See “Risk Factors” starting on page 17 of this prospectus.

The Shares are neither interests in, nor obligations of, the Sponsor, the Trustee, the Administrator, the Adviser, the Transfer Agent, the Mint, the Cash Custodian, the Marketing Agent or any of their respective affiliates. The Shares are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the SEC nor any state securities commission has approved or disapproved of the securities offered in this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

_________________________

REGULATORY NOTICES

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, THE SPONSOR, THE MARKETING AGENT, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE.

ii

_________________________

AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE “PLAN OF DISTRIBUTION.”

iii

TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS	1
FORWARD-LOOKING STATEMENTS	2
PROSPECTUS SUMMARY	4
RISK FACTORS	17
USE OF PROCEEDS	33
OVERVIEW OF THE GOLD SECTOR	34
SPROTT ESG APPROVED GOLD AND UNALLOCATED GOLD	41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
DESCRIPTION OF THE TRUST	47
CALCULATION OF THE TRUST'S NAV	51
THE SPONSOR	53
CREATION AND REDEMPTION OF SHARES	57
THE TRUSTEE	62
THE CASH CUSTODIAN	63
THE MINT	64
THE ADMINISTRATOR	69
THE TRANSFER AGENT	10
THE MARKETING AGENT	71
THE ADVISER	72
CONFLICTS OF INTEREST	73
DESCRIPTION OF THE SHARES	74
EXPENSES	76
BOOK-ENTRY-ONLY SHARES	77
REPORTS	78
DESCRIPTION OF THE TRUST DOCUMENTS	79
U.S. FEDERAL INCOME TAX CONSIDERATIONS	91
ERISA AND RELATED CONSIDERATIONS	95
PLAN OF DISTRIBUTION	96
LEGAL PROCEEDINGS	97
LEGAL MATTERS	97
WHERE YOU CAN FIND ADDITIONAL INFORMATION	97
EXHIBIT A: GLOSSARY	98
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	103
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
SIGNATURES	1

-i-

ABOUT THIS PROSPECTUS

Neither the Sponsor, the Trustee, the Trust nor the Adviser has authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by the Trust or on its behalf. Neither the Sponsor, the Trustee, the Trust nor the Adviser takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by the Sponsor, the Trustee, the Trust, the Adviser or anyone on the Trust’s behalf. The Trust is offering to sell, and seeking offers to buy, the Trust’s Shares only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Trust’s Shares.

The Trust obtained certain statistical data, market data and other industry data and forecasts used or incorporated by reference into this prospectus from publicly available information. While the Trust believes that the statistical data, industry data, forecasts and market research are reliable, the Trust has not independently verified the data, and does not make any representation as to the accuracy of the information.

In this prospectus, unless otherwise stated or the context otherwise requires, “we,” “our” and “us” refers to the Sponsor or the Trustee acting on behalf of the Trust.

1

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” with respect to the Trust's financial condition, results of operations, plans, objectives, future performance and business. Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, 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 the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. You should specifically consider the numerous risks outlined under “Risk Factors.”  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 and public health crises or pandemics;

• the use of technology by the Trust and its vendors in conducting the Trust's business, including disruptions in the Trust's computer systems and data centers and the Trust's transition to, and quality of, new technology platforms;

• changes to current gold mining techniques or standards, evolving legal standards, the introduction of new standards or evaluation frameworks within the mining industry or the elimination of existing standards or frameworks that in the view of the Sponsor are relevant to the ESG assessment of a mining company or mine site;

• lack of an industry standard for ESG standards or criteria in the gold mining industry;

• success in obtaining any Sprott ESG Approved Gold in a timely manner;

• sources of and demand for Sprott ESG Approved Gold, and the performance of the gold market;

• the Trust's ability to maintain a positive reputation; and

• other world economic and political developments.

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. Should one or more of these risks discussed in “Risk Factors” or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor's beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws.

Moreover, neither the Trust, the Sponsor, the Adviser nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Investors are therefore cautioned against placing undue reliance on forward-looking statements.

2

THE TRUST UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REGISTRATION STATEMENT OR THE DOCUMENTS TO WHICH THE TRUST REFERS YOU IN THIS REGISTRATION STATEMENT, TO REFLECT ANY CHANGE IN THE TRUST'S EXPECTATIONS WITH RESPECT TO SUCH STATEMENTS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY STATEMENT IS BASED, EXCEPT AS REQUIRED BY LAW.

3

PROSPECTUS SUMMARY

This is only a summary of the prospectus.  While this summary contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this prospectus, which is material and may be important to you. You should read this entire prospectus, including the section entitled “Risk Factors,” before making an investment decision about the Shares. Capitalized terms shall have the meaning set forth in this prospectus. See the Glossary attached to this prospectus as Exhibit A.

Shares offered by the Trust	The shares (the “Shares”) issued by Sprott ESG Gold ETF (the “Trust”) are offered continuously and will represent equal, fractional undivided beneficial interests in and ownership of the Trust's net assets. The Shares are expected to be listed on the NYSE Arca, Inc. (the “Exchange”) and trade under the ticker symbol “SESG”.
The Trust and the Trustee	The Trust is an exchange-traded fund that was formed under the laws of the State of Delaware on February 10, 2021. The Trust operates pursuant to the Amended and Restated Trust Agreement (the “Trust Agreement”) between Sprott Asset Management LP, a limited partnership formed under the laws of the Province of Ontario, Canada, pursuant to the Limited Partnerships Act (Ontario) by declaration dated September 17, 2008 (the “Sponsor”), with offices in the United States and Canada, The Delaware Trust Company (the “Trustee”) and the Trust.  The Trustee’s duties and liabilities are limited to its express obligations under the Trust Agreement. The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor.
Investment Objective of the Trust	The investment objective of the Trust is for the Shares to closely reflect the performance of the price of gold, less the Trust’s expenses and liabilities,through an investment in physical gold bullion that meets certain ESG criteria determined by the Sponsor and on a temporary basis in unallocated gold.
Sprott ESG Approved Gold	The assets of the Trust that are held by the Mint consist primarily of fully allocated unencumbered physical gold bullion that is that meets certain environmental, social and governance (“ESG”) standards and criteria established by the Sponsor (“Sprott ESG Approved Gold”). As described below, the Trust will also hold unallocated gold on a temporary basis, which will not qualify as Sprott ESG Approved Gold. Sprott ESG Approved Gold and unallocated gold are described in more detail below. Sprott ESG Approved Gold will be produced by the Mint specifically for the Trust using raw material that meets the criteria discussed below. Sprott ESG Approved Gold, as defined for purposes of the Trust, is not available in the general marketplace, although others, including other funds, may use the term “ESG” for gold used for their purposes.
	The term “Sprott ESG Approved Gold” refers to gold that is physically indistinguishable from other gold but that has been sourced and

4

produced in a manner consistent with the standards and criteria that are established by the Sponsor (the “ESG Criteria”), which are designed to provide investors with an enhanced level of ESG scrutiny along with disclosure of the provenance of the metal sourced, and include an evaluation of mining companies and mines. The ESG Criteria are anticipated to evolve over time at the discretion of the Sponsor. Also, one or more criterion may not be relevant with respect to all sources of gold that are eligible for investment. Factors that could be considered by the Sponsor in modifying the ESG Criteria include changes to current gold mining techniques or standards, evolving legal standards, the introduction of new standards or evaluation frameworks within the mining industry or the elimination of existing standards or frameworks that in the view of the Sponsor are relevant to the ESG assessment of a mining company or mine site. Mining companies and mines that meet the ESG Criteria (“Sprott ESG Approved Mining Companies” and “Sprott ESG Approved Mines”, respectively) must also comply with the Mint Responsible Sourcing Requirements (the “Mint Responsible Sourcing Requirements”). An overview of the Sponsor’s application of the ESG Criteria to mining companies and mines that can provide the material for Sprott ESG Approved Gold is provided below.

The application of the ESG Criteria involves multiple levels of analysis. While the Sponsor’s evaluation of mines and mining companies will include the objective factors discussed in the “Sprott ESG Approved Gold and Unallocated Gold” section of this prospectus, the Sponsor will also evaluate factors that will require the subjective judgment of the Sponsor.  The selection of these factors and how they are applied will be based, at least to some degree, on the judgment of the Sponsor and may or may not be consistent with current or future standards used by others in the industry.  The ESG Criteria are subject to change by the Sponsor in its sole discretion. Any such changes will be reflected on the Trust’s website promptly after any change to the ESG Criteria, Sprott ESG Approved Mines or Sprott ESG Approved Mining Companies has been made.

The ESG Criteria are in addition to those used in the LBMA Responsible Sourcing Program, as detailed in the LBMA’s Responsible Gold Guidance, and are designed to provide investors with an enhanced level of ESG scrutiny along with disclosure of the provenance of the metal sourced. The Mint currently requires that its refining customers, including mines, to meet the requirements outlined in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, the LBMA Responsible Gold Guidance, the Mint’s Responsible Metals Program and the Mint’s Anti-Money Laundering and Anti- Terrorist Financing Program in compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the “Mint Responsible Sourcing Requirements”). The initial and ongoing screening of refining customers includes: Know Your Customer (KYC) verifications, detailed information on sourcing, including site visits in accordance with the Mint’s risk assessment rating, review of human rights policies, anti-bribery and anti-corruption policies and controls, as well as screening on watch lists and through adverse media checks. Only mines which the Mint determines meet and maintain the Mint Responsible Sourcing Requirements and with whom the Mint has a contractual

 

5

refining relationship (each a “Mint Approved Mine”, collectively the “Mint Approved Mines”) will be eligible for consideration by the Sponsor as a provider of Sprott ESG Approved Gold. The Mint will cease refining gold from any Mint Approved Mine that no longer meets the Mint Responsible Sourcing Requirements, as determined by the Mint from time to time. The Mint Responsible Sourcing Requirements are subject to change by the Mint in its sole discretion.

The ESG factors are a component of the ESG Criteria and are used for the ESG assessment of mines and miners, and generally will encompass numerous factors, including environmental criteria such as energy use and greenhouse gas emissions, tailings and waste management, conservation and water management and mine site remediation; social criteria such as worker safety and health, community relations, natural resource benefit to local communities, and avoidance of child and forced labor; and governance criteria such as corporate governance, workplace and gender diversity, fair executive compensation and corporate transparency and disclosures.

Mining companies that qualify for the LBMA’s Responsible Sourcing Program and are Mint Approved Mines will then be subject to two levels of ESG screening by the Sponsor: at the overall company level and at the individual mine site level.

First, the Sponsor will evaluate a mining company that operates a Mint Approved Mine using ESG factors determined by the Sponsor (described below).  This evaluation will use a number of tools, which include ratings from third-party research providers, such as Sustainalytics ESG Risk Ratings, along with sell-side equity research reports. With respect to corporate governance, the Sponsor will evaluate recommendations from proxy voting research providers, such as the Glass Lewis Proxy Review. The Sponsor will also use compliance with precious metals industry standards as an objective factor in its evaluation of such mining companies.  Each such mining company with high ESG ratings and favorable recommendations from proxy voting research providers that complies with precious metals industry standards will be determined by the Sponsor to be a “Sprott ESG Approved Mining Company.”

Second, the Sponsor will evaluate individual mine site locations of each Sprott ESG Approved Mining Company. Each mine location of a Sprott ESG Approved Mining Company will then be evaluated by the Sponsor as follows: (1) the performance of each mine against various indicators in the Mining Association of Canada’s Towards Sustainable Mining standards; (2) using the ESG factors described above; and (3) whether such mine is in a heightened risk or conflict area. Heightened risk or conflict areas include areas where:

•human rights abuses, forced or child labor, war crimes or genocide are prevalent;

•mines are involved in direct or indirect support to non-state actors that use arms without legal authority;

•mines transport gold or supplies along routes that involve payment of illegal taxes or extortions; and

•mines are involved in money laundering or terrorism financing.

6

Each mining location of that Sprott ESG Approved Mining Company that (a) the Sponsor determines to meet the Mining Association of Canada’s Towards Sustainable Mining standards and the ESG factors, and (b) is not in a heightened risk or conflict area will be designated as a Sprott ESG Approved Mine.  Only Sprott ESG Approved Mines will be permitted to supply the raw material for Sprott ESG Approved Gold to the Mint, which will then refine the raw material to create Sprott ESG Approved Gold for the Trust.  This means that the provenance of Sprott ESG Approved Gold will be known to the Trust. Notwithstanding its special provenance, there is no separate market for gold from Sprott ESG Approved Mines.

The Trust makes publicly available on its website (sprott.com/sesg) the ESG Criteria, a list of mines that meet the ESG Criteria (“Sprott ESG Approved Mines”) and a list of mining companies that meet the ESG Criteria (“Sprott ESG Approved Mining Companies”). As described above, the Trust anticipates that Sprott ESG Approved Mines and Sprott ESG Approved Mining Companies may be added or in some cases removed from such lists over time based on, among other things, whether such Sprott ESG Approved Mines and Sprott ESG Approved Mining Companies meet the evolving ESG Criteria and whether they continue to have a contractual relationship with the Mint. The Trust will update the relevant information on its website promptly after any change to the ESG Criteria, Sprott ESG Approved Mines or Sprott ESG Approved Mining Companies. (See “Sprott ESG Approved Gold and Unallocated Gold” for more information.)

Initially, the Sponsor and the Mint will evaluate mining companies with operations located primarily in Canada and the United States, which are jurisdictions with high standards of governance, oversight and adherence to regulations, as potential sources for Sprott ESG Approved Gold.  The Sponsor expects that, over time, mines in other jurisdictions may be evaluated as potential sources for Sprott ESG Approved Gold, provided that such mines can meet the ESG Criteria (which contain requirements that are in addition to the Mint Responsible Sourcing Requirements) and are not in jurisdictions deemed to be in a heightened risk or conflict area as determined by the Sponsor or the Mint.

There is no industry standard for ESG factors that apply to gold production. The ESG Criteria and the processes and methods for producing and using Sprott ESG Approved Gold for the Trust’s operations have been developed by the Sponsor specifically for the Trust; specifically, the Mint will segregate the doré, which is the term used for raw material created by mines that is used to refine gold, received from Sprott ESG Approved Mines from doré originating from non-Sprott ESG Approved Mines, and will segregate Sprott ESG Approved Gold from gold produced from doré originating from non-Sprott ESG Approved Mines. Sprott ESG Approved Gold will be produced by the Mint in special runs that will ensure that no gold from non-Sprott ESG Approved Mines will be included in the bars of Sprott ESG Approved Gold. No such special runs will take place until the launch of the Trust; therefore, there have been no market transactions in Sprott ESG Approved Gold. To ensure that its physical gold bullion will meet the ESG Criteria, the Trust will only accept gold bullion refined

7

by the Mint after the launch date, which we expect to be immediately after the effectiveness of this prospectus. The Shares are intended to constitute a simple and cost-effective means of making an investment similar to an investment in gold bullion that meets the ESG Criteria. An investment in Sprott ESG Approved Gold requires expensive and sometimes complicated arrangements in connection with the assay, transportation, handling, storage and insurance of the metal as well as determining whether the gold meets the ESG Criteria. Such expense and complications have resulted in investments in Sprott ESG Approved Gold being efficient only in amounts beyond the reach of many investors, if they were available at all. The Shares have been designed to remove the obstacles represented by the expense and complications involved in an investment in Sprott ESG Approved Gold, while at the same time having an intrinsic value that reflects, at any given time, the price of the physical gold bullion owned by the Trust at such time, less the Trust’s 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. Although there are additional costs associated with sourcing Sprott ESG Approved Gold that will be included in the Sponsor’s fee, the value of the Sprott ESG Approved Gold will be determined by utilizing the LBMA Gold Price PM, which does not distinguish between gold that meets ESG Criteria and gold that does not.  Compared to other gold products without similar ESG sourcing requirements, additional costs will be borne by the Sponsor and as a result the Sponsor’s fee may be higher compared to other gold products without similar ESG sourcing requirements.  For an illustration of how the Sponsor’s fee may affect an investor’s potential return on an investment, see the table under the heading “Hypothetical Expense Example” in “The Sponsor” section of the prospectus.

Unallocated Gold

The Trust’s assets will also include unallocated physical gold bullion stored by the Mint in unallocated accounts on behalf of the Trust and cash. Unallocated gold is gold stored by or on behalf of the Mint in a pool on behalf of its customers; gold in that pool is not specifically designated as being held by a particular customer and shall mean, for purposes of the Trust, any gold that does not qualify as Sprott ESG Approved Gold. While there is no minimum amount of Sprott ESG Approved Gold that the Trust will hold, the Sponsor expects to exchange the Trust’s holdings of unallocated physical gold into Sprott ESG Approved Gold as soon as reasonably practicable, to the extent that unallocated physical gold is not needed under the circumstances described below. The Trust will also, from time to time, on a temporary basis hold unallocated physical gold bullion under the following circumstances: (1) in connection with transfers of gold to settle creations and redemptions of Creation Units (as defined below); (2) until additional Sprott ESG Approved Gold can be refined by the Mint; (3) to the extent that the Trust holds gold in an amount less than a whole bar; and (4) in connection with payment of expenses of the Trust.  Although the Trust intends to instruct

8

the Mint to convert unallocated physical gold bullion to Sprott ESG Approved Gold as soon as reasonably practicable, there is no limit on the amount of unallocated physical gold bullion that the Trust can hold.  The Mint’s ability to convert unallocated physical gold bullion into Sprott ESG Approved Gold depends on various factors, including the size of the Trust’s unallocated physical gold bullion holdings, the Trust’s need for unallocated physical gold bullion to meet redemption requests, the availability of raw material for the Mint to produce additional Sprott ESG Approved Gold, the Mint’s production capacity and certain minimum size requirements.  The Shares are not a proxy for investing in gold.

Assets of the Trust

The Trust’s assets are expected to consist primarily of Sprott ESG Approved Gold, unallocated physical gold bullion and cash. As described herein, the Trust will also hold unallocated gold on a temporary basis, particularly in connection with creations and redemptions. Such unallocated gold will not qualify as Sprott ESG Approved Gold. The Trust does not have a minimum amount of Sprott ESG Approved Gold that it is required to hold at any given time. Sprott ESG Approved Gold and unallocated gold are described in more detail in the “Sprott ESG Approved Gold and Unallocated Gold” section below. The Trust will not trade in gold futures, options or swap contracts on any futures exchange or over the counter (“OTC”).  The Trust will not hold or trade in commodity futures contracts, “commodity interests”, or any other instruments regulated by the Commodity Exchange Act. The Trust’s Cash Custodian may hold cash temporarily received from the sale of gold. The Trust’s assets will only consist of Sprott ESG Approved Gold, unallocated gold and cash. The Mint will convert unallocated gold into Sprott ESG Approved Gold after receipt of a completed withdrawal request form from the Sponsor to withdraw an amount of unallocated gold from the Trust’s unallocated gold account (the “Trust Unallocated Account”) and deposit Sprott ESG Approved Gold into the Trust’s allocated gold account (the “Trust Allocated Account”). This deposit of Sprott ESG Approved Gold takes place once the applicable amount of Sprott ESG Approved Gold has been refined by the Mint, at which point the Mint will move the Sprott ESG Approved Gold to the Trust Allocated Account and debit the corresponding amount of gold from the Trust Unallocated Account. The Mint expects that the creation of new Sprott ESG Approved Gold bars would take about five Business Days after a request from the Sponsor on behalf of the Trust to convert unallocated gold into Sprott ESG Approved Gold, subject to availability, the Mint’s production capacity and certain minimum size requirements. The Mint will exchange Sprott ESG Approved Gold for an equal amount of unallocated gold upon the receipt of proper instructions from the Sponsor on behalf of the Trust. In this process, the Mint will exchange Sprott ESG Approved Gold for an equal amount of unallocated gold by moving gold from the Trust Allocated Account and depositing an equal amount of unallocated gold into the Trust Unallocated Account. The Trust does not intend to hold a certain amount and maintains no minimum amount of gold in unallocated form to satisfy redemption requests or to pay expenses. All exchanges of unallocated gold to Sprott ESG Approved Gold and from Sprott ESG Approved Gold to unallocated gold are on a 1:1 basis, that is, each ounce of unallocated gold upon conversion will result in one ounce of gold content in the form of Sprott ESG Approved Gold, and vice versa.  For

9

purposes of such conversion, the Mint treats the content of gold contained in Sprott ESG Approved Gold as fully fungible with the gold the Mint  holds on an unallocated basis, whether such unallocated gold originates from material sourced from Sprott ESG Approved Mines or elsewhere, given once the rough material is refined and fineness is taken into account, the resulting gold becomes interchangeable from the Mint's perspective. Bars that consist of Sprott ESG Approved Gold are not marked in any special way, nor do such bars have any special physical characteristics (aside from consisting only of Sprott ESG Approved Gold) and they are indistinguishable from other London Good Delivery bars. Once Sprott ESG Approved Gold bars leave the possession of the Trust, they will be treated as regular LBMA London Good Delivery bars by the Mint and comingled with other unallocated gold held by the Mint; therefore, Sprott ESG Approved Gold that is converted into unallocated gold will not remain available to meet future requests to convert unallocated gold to Sprott ESG Approved Gold. Because the Trust has to pay the Sponsor’s fee on a monthly basis and may receive a redemption request on any given business day (days other than a Saturday, Sunday or holiday) (“Business Day”), the Trust expects to hold some amount of unallocated gold at any given point in time.  The Trust’s holdings of unallocated gold may be a significant percentage of the Trust’s assets if, for example, the Trust has received more requests for creations than redemptions or the Trust’s unallocated gold holdings are not sufficient to meet certain minimum size requirements to exchange unallocated gold to Sprott ESG Approved Gold at the Mint.  There may be other times when the Trust’s holdings of unallocated gold are a significant percentage of the Trust’s assets, and there is no maximum percentage of the Trust’s assets that may consist of unallocated gold.  The Trust may need to instruct the Mint to exchange Sprott ESG Approved Gold into unallocated gold if insufficient unallocated gold is available to be sold to pay expenses or to meet redemption requests. In addition, the Trust may hold cash temporarily received from the sale of gold in its account with the Cash Custodian (as defined below) in connection with the payment of the Trust’s fees and expenses. The Trust only invests in gold, but may have other assets on its balance sheet from time to time such as cash on a temporary basis or a receivable that is incidental to the operations of the Trust (for example, a receivable created as a result of a fee waiver from the Sponsor). The Sprott ESG Approved Gold owned by the Trust will be held by the Mint on behalf of the Trust on a fully-allocated basis in the Mint’s own vault premises.

Creations and Redemptions

The Trust issues and redeems Creation Units on a continuous basis, but only in blocks of 50,000 Shares or multiples thereof in exchange for gold. A block of 50,000 Shares is called a “Creation Unit”. Only Authorized Participants (as defined below) may purchase or redeem Creation Units.  The Mint will require each Authorized Participant to enter into a trading agreement with the Mint for the purpose of facilitating the transfers of unallocated gold between the Trust and the Authorized Participant.

10

Creation Units are only issued or redeemed on a day that the Exchange is open for regular trading in exchange for an amount of gold determined  by the Administrator. The Mint operates pursuant to the Royal Canadian Mint Act (Canada) and is a Canadian Crown corporation.  The Mint is, for all its purposes, an agent of Her Majesty in right of Canada and, as such, its obligations constitute unconditional obligations of the Government of Canada.

No Shares are issued unless the Trust has received the corresponding amount of unallocated gold in the Trust Unallocated Account at the Mint. The Trust will redeem Shares using unallocated gold. To the extent that the Trust’s existing holdings of unallocated gold are insufficient to meet a redemption request, the Trust will be required to request that the Mint convert Sprott ESG Approved Gold to unallocated gold, which may result in delays in the Trust’s ability to meet redemption requests from Authorized Participants. See the “Exchange of Unallocated Gold to Sprott ESG Approved Gold and Sprott ESG Approved Gold to Unallocated Gold” section for additional information,

The amount of gold represented by each Share and the amount of gold necessary for the creation of a Creation Unit, or to be received upon redemption of a Creation Unit, will decrease over the life of the Trust, due to the payment or accrual of fees and other expenses or liabilities payable by the Trust. (See “The Sponsor—Hypothetical Expense Example” for more information.) Creation Units may be created or redeemed only by Authorized Participants, who pay the Transfer Agent a transaction fee for each order to create or redeem Creation Units.

Purchasing Individual Shares;
Voting Rights Individual Shares may be purchased and sold only on the Exchange through brokers. Because the Shares will trade at market prices rather than net asset value (“NAV”), Shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount).  

Retail investors may purchase and sell Shares through traditional brokerage accounts. Because the intrinsic value of each Share is a function of the price of only a fraction of an ounce of gold held by the Trust, 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. Purchases or sales of Shares may be subject to brokerage commissions. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. Shareholders will take no part in the management or control of the Trust and will have no voting rights with respect to the Trust, except as expressly provided for in the Trust Agreement. The Trust Agreement provides that Shareholders holding at least twenty-five percent (25%) of the outstanding Shares have the right to require the Sponsor to cure any material breach by it of the Trust Agreement and Shareholders holding at least fifty-one percent (51%) of the outstanding Shares must (i) consent to any material change to the Trust’s investment objective and (ii) consent to any appointment of one or more successor sponsors.

The Trust's NAV and the NAV per Share

The Trust's NAV is determined on each Business Day by the Administrator as of 4:00 p.m. (New York City time) or as soon thereafter as practicable. The Trust's NAV shall be determined by the Administrator on a GAAP basis, and shall be equal to the sum of the values of the Sprott

11

	ESG Approved Gold and unallocated gold held by the Trust, less liabilities and expenses of the Trust. NAV per Share, which is calculated  by the Administrator on each Business Day, is equal to the Trust's NAV divided by the number of outstanding Shares.
	In accordance with the Trust's valuation policy and procedures, the Administrator will determine the price of the Trust's Sprott ESG Approved Gold by reference to the LBMA Gold Price. This price will generally be based on the afternoon gold price as published by the London Bullion Market Association, which we will refer to as LBMA Gold Price PM.
The Sponsor	The Sponsor of the Trust is Sprott Asset Management LP.  The Sponsor has offices in the United States and Canada.
Authorized Participants	Creation Units may be created or redeemed only by Authorized Participants. Each “Authorized Participant” must be a registered broker-dealer, a participant in The Depository Trust Company (“DTC”), have entered into an agreement with the Sponsor and the Trust (the “Authorized Participant Agreement”) and, in connection with creations and redemptions of Creation Units, deliver or receive unallocated gold to or from the Trust, as applicable. The Authorized Participant Agreement provides the procedures for the creation and redemption of Creation Units and for the delivery of gold in connection with such creations or redemptions. A list of the current Authorized Participants can be obtained from the Transfer Agent or the Sponsor.
Sponsor's Fee	The Trust's only ordinary recurring expense is expected to be the Sponsor's fee. In exchange for the Sponsor’s fee, which is paid by the Trust and thus the Shareholders, the Sponsor has agreed to assume the following ordinary administrative and other expenses of the Trust, which are the fees and expenses associated with the services provided by the Trustee (in its capacity as trustee of the Trust), the Administrator, the Cash Custodian, the Transfer Agent, the Adviser, Sprott Global Resource Investments Ltd. (the “Marketing Agent”) and the Mint (in its capacity as custodian of the Trust’s allocated and unallocated gold and refiner of Sprott ESG Approved Gold), any expenses charged by the Mint in connection with refining Sprott ESG Approved Gold, any costs associated with researching, establishing and maintaining the ESG Criteria and the diligence of the Sprott ESG Approved Gold held by the Trust (the “Sprott ESG Approved Gold Holdings”), any costs associated with the transfer of gold to or from Authorized Participants in connection with creations and redemptions, the Exchange’s listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal fees and expenses. The Sponsor’s fee is accrued daily and is paid monthly in arrears at an annualized rate equal to 0.38% of the Trust’s daily NAV. The Sponsor’s fee may be paid in cash or in kind in an amount of unallocated gold valued in the same way as the Trust’s gold is valued for purposes of calculating the Trust’s NAV.  See “Calculation of the Trust’s NAV”. The Sponsor may from time to time sell gold held by the Trust in such quantity as is necessary to permit payment of the Sponsor’s fee and may

12

also sell gold in such quantities as may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor. The Sponsor is authorized 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 Sprott ESG Approved Gold. Accordingly, the amount of gold to be sold may vary from time to time depending on the level of the Trust’s expenses and liabilities and the market price of gold. The Sponsor, from time to time, may waive all or a portion of the Sponsor’s fee in its sole discretion, depending on operational considerations affecting the Trust or in response to market conditions. See “The Sponsor—The Sponsor’s Fee” for more details. The Trust will be responsible for fees and expenses that are not contractually assumed by the Sponsor, including but not limited to taxes and governmental charges, expenses related to extraordinary services performed by the Sponsor or other service provider of the Trust and litigation and indemnification obligations of the Trust.

The Mint

The Royal Canadian Mint will serve as the Trust's Gold Custodian pursuant to the allocated gold storage and custody agreement and the unallocated gold trading and custody agreement with the Sponsor and the Trust (respectively, the “Allocated Gold Custody Agreement” and “Unallocated Gold Custody Agreement” and collectively, the “Gold Storage Agreements”). Under the Gold Storage Agreements, the Mint is responsible for the safekeeping the physical gold bullion owned by the Trust and supplying inventory information to the Trust and the Sponsor. The Mint will receive and hold physical gold bullion that is deposited for the account of the Trust. The Mint will release gold from the Trust’s unallocated gold account (the “Trust Unallocated Account”) or allocated gold account (the “Trust Allocated Account”) (collectively, the “Gold Accounts”) when instructed in writing by the Sponsor, not otherwise. The Mint will safely store the Trust’s Sprott ESG Approved Gold in its own vaulting facilities or such other locations where the Mint may maintain vaulting facilities from time to time.

Cash Custodian The Bank of New York Mellon will serve as the Trust’s cash custodian (the “Cash Custodian”) pursuant to the terms of the agreement between the Trust and the Cash Custodian (the “Cash Custody Agreement”). In its capacity as cash custodian, the Cash Custodian will maintain a custodial account that holds Cash for the benefit of the Trust for the purpose of payment of the Sponsor’s fee in cash or the other expenses of the Trust.

Administrator and Transfer Agent

The Bank of New York Mellon serves as the Trust’s administrator (the “Administrator”) and transfer agent (the “Transfer Agent”).

The Adviser

Sprott Asset Management USA Inc. serves as the Trust’s investment adviser (the “Adviser”). The Adviser is the investment adviser for the Trust and has discretionary authority to make all determinations with respect to the Trust’s assets, subject to specified limitations. The Adviser has been registered as an investment adviser with the SEC since 2006.  Fees to the Adviser are paid by the Sponsor.  Please see “The Adviser” and “Description of the Trust Documents—Description of the Advisory Agreement” for more details.

13

	The Adviser may also act, currently or in the future, as the adviser for certain other investment vehicles. The Advisory Agreement may be terminated at any time, without the payment of any penalty, by any party on sixty (60) days’ written notice to the other parties.
The Adviser	Sprott Asset Management USA Inc. serves as the Trust’s investment adviser (the “Adviser”). The Adviser is the investment adviser for the Trust and has discretionary authority to make all determinations with respect to the Trust’s assets, subject to specified limitations. The Adviser has been registered as an investment adviser with the SEC since 2006.  Fees to the Adviser are paid by the Sponsor.  Please see “The Adviser” and “Description of the Trust Documents—Description of the Advisory Agreement” for more details. The Adviser may also act, currently or in the future, as the adviser for certain other investment vehicles. The Advisory Agreement may be terminated at any time, without the payment of any penalty, by any party on sixty (60) days’ written notice to the other parties.
Risk Factors	An investment in the Trust involves significant risks and is suitable only for persons who can bear the economic risk of the loss of their entire investment. Certain of these risks are highlighted below and are discussed in the section “Risk Factors” on page 17 of this prospectus.
	•	There can be no assurances that the Trust will achieve its investment objective.
	•	An investment in the Trust carries with it the inherent risks associated with investments in gold bullion in general and Sprott ESG Approved Gold specifically.

• Each prospective Shareholder should carefully review this prospectus, the Trust Agreement and the other agreements referred to therein before deciding to invest in the Trust.

• There can be no assurance that the Trust will achieve profits or avoid losses, significant or otherwise.

• Disruptions in the ability to create or redeem Creation Units may adversely affect investors.

• The amount of gold represented by each Share and the amount of gold necessary for the creation of a Creation Unit, or to be received upon redemption of a Creation Unit, will decrease over the life of the Trust, due to the payment or accrual of fees and other expenses or liabilities payable by the Trust.

• The Trust and the Shares may be negatively impacted by the effects of the spread of illnesses or other public health emergencies (such as COVID-19) on the global economy, the markets and the Trust’s service providers.

• Certain potential conflicts of interest exist between the Sponsor, its affiliates and the Trust’s Shareholders. There can be no assurance that the conflicts described herein or others may not result in adverse consequences to the Trust and its Shareholders.

• The Trust’s NAV may not always correspond to the market price of the Shares and, as a result, Shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount).

• The Trust’s purchases and sales of Sprott ESG Approved Gold will be taxed less favorably compared to other types of investments. Long-term capital gains from the sale of “collectibles,” including gold bullion, are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains.

14

Reports

The Sponsor will post current information about the Trust on the Trust’s website, such as the LBMA Gold Price, the value of the Sprott ESG Approved Gold, the Trust's NAV, the Trust's NAV per Share and such other information required to be posted pursuant to the requirements of the Exchange. The daily holdings of the Trust’s unallocated gold and Sprott ESG Approved Gold will also be available on the Trust’s website before 9:30 a.m. E.T. each Business Day.

Shareholders of the Trust will receive an annual report containing audited financial statements prepared in accordance with U.S. GAAP for the Trust after the end of each of the Trust’s fiscal years. In addition, the Trust will prepare quarterly unaudited reports after the end of each fiscal quarter.  These periodic reports will be in such form and contain such information as will be required by applicable laws, rules and regulations and may contain such additional information which the Sponsor determines shall be included.  These periodic reports shall be filed with the SEC and the Exchange and shall be distributed to such persons as required by applicable laws, rules and regulations. See “Reports” for more information.

Tax Matters	The Sponsor will treat the Trust as a grantor trust for United States federal income tax purposes. (See “Risk Factors—Tax Related Risks” and “U.S. Federal Income Tax Considerations” for more information.)
Principal Offices	The Trust’s principal office is located at 320 Post Road, Suite 230, Darien, CT 06820. The Sponsor’s principal office is located at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, Canada M5J 2J1, though decisions in connection with the Trust are made in the Sponsor’s offices at 320 Post Road, Suite 230, Darien, CT 06820. The Mint’s principal office is located at 320 Sussex Drive, Ottawa, Ontario, Canada K1A 0G8. The Trustee’s principal office is located at 251 Little Falls Drive, Wilmington, DE 19808. The Marketing Agent’s principal office is located at 1910 Palomar Point Way, Suite 200, Carlsbad, CA 92008.
Emerging Growth Company Status	The Trust qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company, among other things:
	•	The Trust is exempt from the requirement to obtain an attestation and report from its auditors on the assessment of its internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

• The Trust is exempt from compliance with any requirement that the Public Company Accounting Oversight Board (the “PCAOB”) may adopt regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;

15

• The Trust is permitted to provide less extensive disclosure about executive compensation arrangements;

• The Trust is not required to give shareholders non-binding advisory votes on executive compensation or golden parachute arrangements;

• The Trust is granted the ability to present more limited financial data in this registration statement, of which this prospectus is a part;

• The Trust may elect not to use an extended transition period for complying with new or revised accounting standards; and

• The Trust may take advantage of these provisions for up to five years from the last day of its fiscal year following the date of this prospectus or such earlier time that the Trust is no longer an emerging growth company. The Trust will cease to be an emerging growth company by 2026 or if it has more than $1.07 billion in annual revenues, has more than $700 million in market value of its common shares held by non-affiliates or issues more than $1.0 billion of non-convertible debt securities over a three-year period. The Trust may choose to take advantage of some but not all of these reduced burdens. The Trust has elected not to opt-out of such extended transition period, which means that when a new or revised accounting standard is issued, and it has different application dates for public or private companies, the Trust, as an emerging growth company, may elect not to adopt the new or revised standard until the time private companies are required to adopt the new or revised standard.

16

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information contained in this prospectus before making an investment decision.  The risks set forth below are not only ones facing the Trust.  Additional risks and uncertainties may exist that could also adversely affect the Trust.

Risk Factors Related to the Trust and the Shares

The Trust utilizes LBMA Gold Price to value the gold held by the Trust. Potential issues, discrepancies, as well as any future changes to the LBMA Gold Price calculation could impact the value of gold held by the Trust and have an adverse effect on the value of an investment in the Shares.

In the event that LBMA Gold Price varies materially from the price of gold observed by other mechanisms, the NAV of the Trust and the value of an investment in the Shares could be adversely affected. The calculation of the LBMA Gold Price is not an exact process but is based upon a procedure of matching orders from participants in the auction process and their customers to sell gold with orders from participants in the auction process and their customers to buy gold at particular prices. It is possible that electronic failures or other events may occur that could result in delays in the announcement of, or the inability of the system to produce an LBMA Gold Price on any given date.

The Shares may trade at a price which is at, above (a premium), or below (a discount) the NAV per Share and any premium or discount in the trading price relative to the NAV per Shares may widen as a result of different trading hours of the Exchange and other exchanges.

The Shares may trade at, above, or below the NAV per Share. The NAV per Share will fluctuate with changes in the market value of the Sprott ESG Approved Gold owned by the Trust. The Share price will fluctuate with changes in NAV per Share as well as market supply and demand. The amount of discount or premium in the trading price relative to NAV per Share may be affected by non-concurrent trading hours between major gold markets and the Exchange. While the Shares will trade on the Exchange until 4:00 pm (New York City time), liquidity in the market for gold may be reduced after the close of the major world gold markets including London and other locations.  Depending on the price at which an investor purchased their Shares, whether the Shares trade at a discount or a premium to NAV may affect the investor’s gain or loss on their investment in the Trust when Shares are sold.  If, for example, a Shareholder purchased Shares at a slight premium to NAV and sold Shares while they were trading at a discount to NAV, the Shareholder will realize a loss on the investment, assuming no change in NAV and no bid/ask spread impact on the price of the purchase or sale.

An active and liquid market for the Shares may not develop or be sustained.

There is no established trading market for the Shares in the United States. Although the Trust intends to list the Shares on the Exchange, there is no guarantee that an active trading market will develop on the Exchange or on any other exchange. Shareholders therefore have limited access to information about prior market history on which to base their investment decision. If an active trading market for the Shares does not develop, the price of the Shares may be more volatile, and it may be more difficult and time consuming to complete a transaction in the Shares.

Even if an active trading market for the Shares develops, the market value for the Shares may be highly volatile and could be subject to wide fluctuations after this offering, and therefore, it is difficult to predict the price at which the Shares will trade.

The Trust and the Shares may be negatively impacted by the effects of the spread of illnesses or other public health emergencies on the global economy, the markets and the Trust’s service providers.

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. An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in Wuhan, China in December 2019 and has now been spread globally. 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

17

regulation and prevention measures). The COVID-19 pandemic has had and will likely continue to have serious negative effects on social, economic and financial systems, including significant uncertainty and volatility in the financial markets.

Governmental authorities and regulators throughout the world have, in the past, responded to major economic disruptions with a variety of fiscal and monetary policy changes, such as quantitative easing, new monetary programs and lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, is likely to increase volatility in the market generally, and could specifically increase volatility in the market for gold, which could adversely affect the price of the Shares. The duration of the outbreak and its effects cannot be determined with any reasonable amount of certainty. A prolonged outbreak could result in an increase of the costs of the Trust, affect liquidity in the market for gold as well as the correlation between the trading price of the Shares and the NAV per Share, any of which could adversely and materially affect the value of your investment in the Shares. The outbreak could impair information technology and other operational systems upon which the Trust’s service providers, including the Sponsor, the Trustee, the Adviser, the Cash Custodian, the Transfer Agent, the Administrator and the Mint, rely, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential tasks on behalf of the Trust.

The COVID-19 pandemic could affect operation of the electronic auction hosted by ICE Benchmark Administration (“IBA”) to determine the LBMA Gold Price PM or the LBMA Gold Price AM, which the Administrator uses to value the gold held by the Trust and calculate the Trust’s NAV. The COVID-19 pandemic could also result in the closure of futures exchanges, which may adversely affect the ability of Authorized Participants to hedge purchases of Creation Units, which could increase such Authorized Participants’ trading costs and may result in an increase in the premium or discount to NAV reflected in the price of the Shares on the Exchange. These outcomes would negatively impact the Trust.

The Trust may be susceptible to unanticipated operational risks or trading issues, which may adversely affect an investment in the Shares.

The Trust is exposed to various operational risks and trading issues, including human error, information technology failures and failure to comply with formal procedures intended to mitigate these risks, and is particularly dependent on electronic means of communicating, record-keeping and otherwise conducting business. In addition, the Trust generally exculpates, and in some cases indemnifies, its service providers and agents with respect to losses arising from unforeseen circumstances and events, which may include the interruption, suspension or restriction of trading on or the closure of the Exchange, power or other mechanical or technological failures or interruptions, computer viruses, communications disruptions, work stoppages, natural disasters, fire, war, terrorism, riots, rebellions or other circumstances beyond the control of the Trust or its service providers and agents. Accordingly, the Trust generally bears the risk of loss with respect to these unforeseen circumstances and events to the extent relating to the Trust or the Shares.

Although it is generally expected that the Trust’s direct service providers and agents will have disaster recovery or similar programs or safeguards in place to mitigate the effect of such unforeseen circumstances and events, there can be no assurance that these safeguards are in place for all parties whose activities may affect the performance of the Trust, or that these safeguards, even if implemented, will be successful in preventing losses associated with such unforeseen circumstances and events. Nor can there be any assurance that the systems and applications on which the Trust relies will continue to operate as intended. In addition to potentially causing performance failures at, or direct losses to, the Trust, any such unforeseen circumstances and events or operational failures may further distract the service providers, agents or personnel on which the Trust relies, reducing their ability to conduct the activities on which the Trust is dependent. These risks cannot be fully mitigated or prevented, and further efforts or expenditures to do so may not be cost-effective, whether due to reduced benefits from implementing additional or redundant safeguards or due to increases in associated maintenance requirements and other expenses that may make it more costly for the Trust to operate in more typical circumstances.

Further, the mechanisms and procedures governing the creation, redemption and offering of the Shares have been developed specifically for the Trust. Consequently, there may be unanticipated problems with respect to the mechanics of the operations of the Trust and the trading of the Shares that could have a material adverse effect on an investment

18

in the Shares. To the extent that unanticipated operational or trading issues arise, the Sponsor’s past experience and qualifications may not be suitable for solving those particular issues.

The Trust may terminate and liquidate at a time that is disadvantageous to Shareholders.

If the Trust is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous to Shareholders, such as when the price of gold is lower than at the time when owners of Shares purchased their Shares. In such a case, when the Trust's Sprott ESG Approved Gold is sold as part of the Trust's liquidation, the resulting proceeds distributed to Shareholders will be less than if their prices were higher at the time of sale and Shareholders may experience a loss in their investments. In certain circumstances, the Sponsor has the ability to terminate the Trust without the consent of Shareholders and may decide to terminate the Trust at a time that is not advantageous for the Shareholder.  The Trust may also terminate due to an inability to satisfy exchange listing rules or change in regulatory status (e.g., if the Trust is required to register as an investment company under the Investment Company Act), or if the Trust’s assets are insufficient to be economically viable to manage.

In the event the Trust's assets are lost, damaged, stolen or destroyed, recovery may be limited to the market value of the assets at the time the loss is discovered.

There is a risk that some or all of the Trust’s physical gold bullion held by the Mint on behalf of the Trust could be lost, damaged, stolen or destroyed. Pursuant to the Gold Storage Agreements, if such an event occurs with respect to the Trust's gold held by the Mint, the Trust will not be able to recover more than the market value of the assets at the time the loss is discovered. If the market value of assets increases between the time the loss is discovered and the time the Trust receives payment for its loss and purchases assets to replace the losses, less assets will be acquired by the Trust and the value of the net assets of the Trust will be negatively affected. The Mint has no obligation to replace any gold lost under circumstances for which the Mint is not liable to the Trust under the Gold Storage Agreements. The Mint’s liability to the Trust, if any, will be limited to either replacing the gold that was lost, stolen, destroyed or damaged, or, at the Mint’s discretion, compensating the Trust for the market value of lost, stolen or destroyed gold. See “The Mint – Potential Liability of the Mint”.

Under Canadian law, the Trust and Shareholders may have limited recourse against the Mint.

The Mint is a Canadian Crown corporation.  A Crown corporation may be sued for breach of contract or for wrongdoing in tort where it has acted on its own behalf or on behalf of the Crown.  However, a Crown corporation may be entitled to immunity if it acts as agent of the Crown rather than in its own right and on its own behalf.    Consequently, the Trust or a unitholder may not be able to recover for any losses incurred as a result of the Mint’s acting as custodian of the Trust’s physical gold bullion.

The Mint may become a private enterprise, in which case its obligations will not constitute the unconditional obligations of the Government of Canada.

In the past, there has been speculation regarding whether the Government of Canada might privatize the Mint.  The Mint will not remain a Crown corporation if the Government of Canada privatizes the Mint.  If the Mint were to become a private entity, its obligations would no longer generally constitute unconditional obligations of the Government of Canada and, although it would continue to be responsible for and bear the risk of loss of, and damage to, the Trust’s physical gold bullion that is in its custody, there would be no assurance that the Mint would have the resources to satisfy claims of the Trust against the Mint based on a loss of, or damage to, the Trust’s physical gold bullion in the custody of the Mint.

Purchase Orders and Redemption Orders for Creation Units may be subject to postponement, suspension or rejection under certain circumstances.

The Trust may suspend the right of redemption or postpone the Purchase Order or Redemption Order (collectively, an “order”) settlement date with respect to a Creation Unit for (i) any period during which an emergency exists as a result of which fulfillment of an order is not reasonably practicable, (ii) any period in which regular trading on the Exchange is suspended or restricted or the Exchange is closed, (iii) in the case of a Redemption Order, additional time needed

19

by the Trust to transfer unallocated gold that can be delivered to a redeeming Authorized Participant or (iv) such other period as the Sponsor determines to be necessary for the protection of the Shareholders. In addition, the Trust will reject an order if the order is not in proper form as described in the Authorized Participant Agreement with the Authorized Participant, or if the fulfillment of the order, in the opinion of counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely affect the value of the Authorized Participant’s redemption proceeds if the NAV of the Trust declines during the period of delay. The Trust disclaims any liability for any loss or damage that may result from any such suspension or postponement.

An investment in the Shares may be adversely affected by competition from other methods of investing in gold.

The Trust competes with other financial vehicles, including securities backed by or linked to gold, direct investments in gold, investment vehicles similar to the Trust and traditional debt and equity securities issued by companies in the gold industry. 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 such instruments directly, which could limit the market for the Shares and therefore reduce the liquidity of the Shares.

Sprott ESG Approved Gold may be difficult to obtain and as a result, the Trust’s investment strategy may underperform other strategies that do not have an ESG focus and the Shares may trade at increased premiums or discounts compared to other ETFs that invest in gold.

Sprott ESG Approved Gold can only be sourced from mines that meet the Mint Responsible Sourcing Requirements in addition to the other requirements included in the ESG Criteria. The Mint will also require each Authorized Participant to enter into a trading agreement with the Mint for the purpose of facilitating the transactions of unallocated gold between the Trust and the Authorized Participant. Because Sprott ESG Approved Gold is only obtainable from a limited number of mines that produce gold that meet “good delivery” standards under LBMA rules and are also approved as sources of Sprott ESG Approved Gold, Sprott ESG Approved Gold may be difficult to obtain.  In such instances, on a temporary basis until additional Sprott ESG Approved Gold can be refined by the Mint, the Trust will hold any amount of gold for which insufficient Sprott ESG Approved Gold is available in unallocated form.  The Mint operates pursuant to the Royal Canadian Mint Act (Canada) and is a Canadian Crown corporation.  The Mint is, for all its purposes, an agent of Her Majesty in right of Canada and, as such, its obligations constitute unconditional obligations of the Government of Canada.  If the Trust does not have sufficient unallocated gold to meet redemption requests, this may also affect the trading market for the Shares if the Mint has difficulty converting Sprott ESG Approved Gold to unallocated gold in connection with redemptions of Creation Units. As a result, the Trust’s investment strategy may underperform other strategies that do not have an ESG focus and the Shares may trade at increased premiums or discounts or wider bid/ask spreads compared to other investment vehicles that invest in gold.

Although the Trust intends to instruct the Mint to convert unallocated physical gold bullion into ESG Approved Gold as soon as reasonably practicable, at any point in time a significant percentage of the Trust’s assets may consist of unallocated gold.

Although the Trust intends to instruct the Mint to convert unallocated physical gold bullion into Sprott ESG Approved Gold as soon as reasonably practicable, from time to time and on a temporary basis until additional Sprott ESG Approved Gold can be refined by the Mint, the Trust will hold unallocated gold in connection with, among other things, creation and redemption requests from Authorized Participants and selling unallocated gold for cash or exchange unallocated gold in-kind to pay the Sponsor’s fee. The Mint’s ability to convert unallocated gold into Sprott ESG Approved Gold may be limited by several factors, including the amount of unallocated gold the Trust has available to convert into Sprott ESG Approved Gold, the availability of material from Sprott ESG Approved Mines that can be refined into Sprott ESG Approved Gold at the Mint, the Mint’s production capacity and certain minimum size requirements and the Trust’s need for unallocated gold to pay expenses or meet redemption requests.  The Trust’s holdings of unallocated gold may be a significant percentage of the Trust’s assets, if, for example, the Trust has received more requests for creations than redemptions or the Trust’s unallocated gold holdings are not sufficient to meet certain minimum size requirements to convert unallocated gold to Sprott ESG Approved Gold at the Mint.  In addition, the Trust may need to instruct the Mint to convert Sprott ESG Approved Gold into unallocated gold if insufficient unallocated gold is available to be sold to pay expenses or to meet redemption requests. Any delays associated with this process may delay the Trust’s ability to meet a redemption request from an Authorized Participant.

20

Because of the uncertainties involved with the Trust’s needs for unallocated gold and the Mint’s ability to convert unallocated gold into Sprott ESG Approved Gold, there is no limit on the amount of unallocated gold that the Trust can hold as a percentage of its total gold holdings at any point in time.  The Trust may therefore have more exposure to the risks of holding unallocated gold that are described in the risk factor, “Gold held in the Trust Unallocated Account will not be segregated from the Mint’s assets. If the Mint becomes insolvent, the Trust would be an unsecured creditor, and the Mint’s assets may not be adequate to satisfy a claim by the Trust.”

Gold held in the Trust Unallocated Account will not be segregated from the Mint’s assets. If the Mint becomes insolvent, the Trust would be an unsecured creditor, and the Mint’s assets may not be adequate to satisfy a claim by the Trust.

Gold which is part of a deposit for a Creation Unit or part of a redemption distribution will be held for a time in the Trust Unallocated Account (as defined herein). During those times, the Trust will have no proprietary rights to any specific bars of gold held by the Mint and will be an unsecured creditor of the Mint with respect to the amount of gold held in such Trust Unallocated Account, which means that the Trust will bear such losses on a pro rata basis with other unsecured creditors of the Mint. Unallocated gold at the Mint is held within the Mint’s general refinery and production operations, and as such is not stored separately from other unallocated gold held at the Mint.

In addition, if the Mint fails to allocate the Trust’s gold in a timely manner, in the proper amounts or otherwise in accordance with the terms of the Gold Storage Agreements, or if a sub-custodian fails to so segregate gold held by it on behalf of the Trust, unallocated gold will not be segregated from the Mint’s assets, and the Trust will be an unsecured creditor of the Mint with respect to the amount so held in the event of the insolvency of the Mint. In the event the Mint becomes insolvent, the Mint’s assets might not be adequate to satisfy a claim by the Trust for the amount of gold held in the Trust Unallocated Account.

The additional operational complexities associated with the Trust’s holdings of Sprott ESG Approved Gold may impact the Trust as compared to other gold products without similar ESG sourcing requirements.

The additional costs associated with the enhanced sourcing requirements of Sprott ESG Approved Gold, including researching, establishing and maintaining the ESG Criteria, assessing mining companies and mines against certain of the ESG Criteria and the diligence of the Trust’s Sprott ESG Approved Gold Holdings will be included in the Sponsor’s fee. In addition, there is a risk that the operational complexities involved in such ESG sourcing requirements may impact the Trust as compared to other gold products without similar ESG sourcing requirements and as a result the Sponsor’s fee may be higher compared to other gold products without similar ESG sourcing requirements. For example, the Trust may have to make transfers of gold to move assets to where unallocated gold can be delivered to an Authorized Participant redeeming Creation Units, which may result in delays in effecting redemptions and impact the arbitrage process.  If the Sponsor’s fee is higher than that of comparable gold products without ESG sourcing requirements, an investor’s potential return on an investment in the Trust compared to such products will be lower.

The Sponsor will need to instruct the Mint to convert the Trust’s holdings of unallocated gold to Sprott ESG Approved Gold based on the Sponsor’s determination of the Trust’s need for unallocated gold to meet redemption requests and to pay expenses, and the Mint’s ability to meet such requests.  The Mint expects that it will be able to refine and produce Sprott ESG Approved Gold within approximately five Business Days following the receipt of completed withdrawal request, subject to production capacity, availability and minimum size requirements.  Any delays associated with this process may result in the Trust holding significant amounts of unallocated gold for extended periods of time.  Similarly, the Sponsor will also need to instruct the Mint to convert Sprott ESG Approved Gold into unallocated gold based on its determination of the Trust’s need for unallocated gold to meet redemptions or to pay expenses.  If the Mint is unable to fulfill the Sponsor’s request in a timely manner, the Trust may be delayed in satisfying redemption requests by Authorized Participants.

There is no internationally accepted standard determining under what circumstances gold can be deemed to be ESG, and the Trust will use a standard as set forth in this prospectus, which may differ from the views of others.

In determining whether gold should be considered Sprott ESG Approved Gold, the Sponsor will consider those characteristics it deems relevant or additive. The ESG Criteria utilized in the Trust’s investment process are anticipated

21

to evolve over time in the sole discretion of the Sponsor without notice and one or more criterion may not be relevant with respect to all sources of gold that are eligible for investment. Examples of factors that could be considered by the Sponsor in modifying the ESG Criteria include changes to current gold mining techniques or standards, evolving legal standards, the introduction of new standards or evaluation frameworks within the mining industry or the elimination of existing standards or frameworks that in the view of the Sponsor are relevant to the ESG assessment of a mining company or mine site. In addition, since ESG standards are not uniformly defined and applying ESG criteria involves a subjective assessment, investors can differ in their views of what constitutes positive or negative ESG Criteria.  As a result, the Trust may make investments in gold from sources that do not reflect the beliefs and values with respect to ESG of any particular investor.

Gold that previously qualified as Sprott ESG Approved Gold may, under certain circumstances, be determined by the Sponsor to no longer be sourced from an Sprott ESG Approved Mine.

The Sponsor will apply the ESG Criteria to prospective Sprott ESG Approved Mines in good faith and on a best efforts basis. However, due to revisions to ESG Criteria, subsequent conduct by the mine or its operators, errors in ongoing monitoring or diligence or additional information obtained by the Sponsor or the Mint, a mine may be removed from the Sprott ESG Approved Mines list. In such a case, the Sponsor will determine, in its sole discretion, whether it is advisable to cause the Trust to exchange its gold holdings sourced from that mine.  If the Sponsor deems it advisable to exchange such gold holdings, it will use reasonable best efforts to exchange the gold in the normal course without adversely affecting the Trust, such as through allocating such gold to redemptions of Creation Units or selling such gold to pay the Trust’s expenses.  There can be no assurance that such sales or redemptions will not adversely impact the value an investment in the Shares. See “Sprott ESG Approved Gold and Unallocated Gold” for more information.

Withdrawal from participation by Authorized Participants may affect the liquidity of Shares.

If one or more Authorized Participants withdraws from participation, it may become more difficult to create or redeem Creation Units, which may reduce the liquidity of the Shares. If it becomes more difficult to create or redeem Creation Units, the correlation between the price of the Shares and the NAV may be affected, which may affect the trading market for the Shares. Having fewer participants in the market for the Shares could also adversely affect the ability to arbitrage any price difference between gold and the Shares, which may also affect the trading market and liquidity of the Shares.

Reliance on Service Providers.

The Trust relies upon its service providers, which are not controlled by the Sponsor, to conduct its business and operations. As a result, any error or misconduct by, or failure of (such as bankruptcy, receivership or liquidation) a service provider could have a material adverse effect on the Trust and an investment in the Shares. In addition, the Trust may be subject to operational and settlement risks, legal risks, credit risk, non-payment, non-deliverability, government intervention, complex regulatory risk, non-performance risk, bankruptcy risk, insolvency risk, receivership, and fraud risk with respect to the service providers.

The NAV per Share may experience an adverse effect in the event of any errors, discontinuance or changes in the Trust’s valuation calculations.

The Administrator will determine the Trust's holdings of Sprott ESG Approved Gold and the Trust's NAV at 4:00 p.m. (New York City time) or as soon thereafter as practicable, on each Business Day. The Administrator’s determination is made utilizing data from the Mint’s operations and the LBMA Gold Price. To the extent that the Sprott ESG Approved Gold Holdings or the Trust's NAV are incorrectly calculated, the Administrator may not be liable for any error and such misreporting of valuation data could adversely affect an investment in the Shares.

Shareholders may be adversely affected in the event calculation of NAV is suspended.

The Trust may suspend or restrict the determination of NAV of the Shares, in its sole discretion, if (i) any exchange, dealer market, quotation system or other market on which a significant portion of the Trust's assets are regularly traded or quoted is closed (otherwise than for weekends or holidays) or trading thereon is generally suspended or limited,

22

(ii) the Sponsor has determined in good faith that the disposition of any asset of the Trust, or other transaction involving the sale, transfer or delivery of the Trust's assets is not reasonably practicable without being detrimental to the Trust or the interest of the remaining Shareholder, (iii) any breakdown in the means of communication or publication normally employed in determining the Trust's NAV or the NAV per Share has occurred and is continuing, or the prices or values of the Trust's assets cannot reasonably be promptly and accurately ascertained for any reason, (iv) any event has occurred and is continuing which may cause the dissolution of the Trust or (v) an event constituting force majeure which, in the good faith determination of the Sponsor, makes determination of NAV impossible or administratively unfeasible; provided that any suspension of the determination of NAV shall be reinstated as soon as the force majeure event has resolved. Any such suspension or restriction could adversely affect the Shares. The Trust disclaims any liability for any loss or damage that may result from any such suspension or restriction.

The Trust's expenses, which includes the Sponsor's fee, may adversely affect an investment in the Shares.

While the Sponsor has agreed to assume certain ordinary recurring administrative expenses of the Trust, the Sponsor's fee is paid by the Trust and therefore the Shareholders.  In addition, there are a number of expenses of the Trust that are not assumed by the Sponsor and are instead borne by the Trust.   See “Description of the Trust—Trust Expenses.”  The Sponsor's fee and such other fees and expenses will be paid from cash on hand and, if necessary, through sales of the Trust’s gold, which will reduce the value of the assets held by the Trust and may adversely affect an investment in the Shares.  In addition, to the extent the Sponsor's fee is higher than sponsor or management fees charged for other, comparable gold ETFs or investment vehicles, it would decrease an investor's potential return on an investment in the Trust.

The value of the Shares will be adversely affected if the Trust is required to pay any amounts pursuant to its obligation to indemnify the Sponsor, the Trustee, the Adviser, the Administrator, the Transfer Agent, the Cash Custodian, the Marketing Agent or the Mint under the Trust Agreement or under other agreements.

Under the Trust Agreement and other agreements with the Trust, each of the Trustee, the Sponsor, the Adviser, the Administrator, the Transfer Agent, the Cash Custodian, the Marketing Agent and the Mint has a right to be indemnified by the Trust for certain liabilities or expenses that it incurs without gross negligence, bad faith or willful misconduct on its part. Therefore, the Trust may be required to sell gold in order to cover losses or liabilities suffered by the Trustee, the Sponsor, the Adviser, the Administrator, the Transfer Agent, the Cash Custodian, the Marketing Agent or the Mint. Any such sale would have an adverse effect on an investment in the Shares.

Intellectual property rights claims may adversely affect the Trust and an investment in the Shares.

Third parties may assert intellectual property rights claims that have an adverse effect on the Trust. These claims may pertain to the operation of the Trust and the mechanics instituted for the investment in, holding of and transfer of gold. An intellectual property or other legal action, regardless of its merit, may result in expenses for legal fees to defend or payments to settle such claims. These expenses would be Trust expenses and be borne by the Trust through the sale of the Trust’s assets. Further, a meritorious intellectual property rights claim may prevent Trust operations and force the Sponsor to terminate the Trust and liquidate the Trust's gold. As a result, an intellectual property rights claim against the Trust could adversely affect an investment in the Shares.

Due to the increased use of technologies, intentional and unintentional cyber-attacks pose operational and information security risks.

The operations and business of the Trust are reliant upon the Mint, the Administrator, the Transfer Agent, the Cash Custodian, the Marketing Agent, the Trustee, the Adviser, and the Sponsor, all of which depend upon their respective information technology infrastructure to conduct their business as it relates to the Trust. Any intentional or unintentional cyber-attacks (including, but not limited to, unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption) on the information technology infrastructure of the Trust or a service provider could adversely impact the ability of such service provider or the Trust to conduct their business, including their business on behalf of the Trust, which could have a material adverse effect on the investment in the Shares. Despite the implementation of security systems and business continuity plans, no assurance can be made that these measures will be adequate to protect against all cyber-security threats.

23

The Sponsor may discontinue its services, which may be detrimental to the Trust.

The Sponsor may be unwilling or unable to continue to serve as sponsor to the Trust for any length of time. If the Sponsor discontinues its activities and is unable to be replaced, the Trust may have to terminate and liquidate the gold held by the Trust. A substitute sponsor's appointment will not guarantee the Trust's continued operation even if a substitute sponsor is found, the appointment of a substitute sponsor may not necessarily be beneficial to the Trust or an investment in the Shares and the Trust may terminate.

The Exchange on which the Shares are listed may halt trading in the Trust's Shares, which would adversely impact an investor's ability to sell Shares.

The Trust's Shares are expected to be listed for trading on the Exchange under the ticker symbol “SESG”. Trading in shares may be halted due to market conditions or, in light of the Exchange rules and procedures, for reasons that, in the view of the Exchange, make trading in shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline. In addition, if the Exchange becomes aware that the NAV with respect to the Shares is not disseminated to all market participants at the same time, it will halt trading in the Shares until such time as the NAV is available to all market participants. Additionally, there can be no assurance that the requirements necessary to maintain the listing of the Trust's shares will continue to be met or will remain unchanged.

The trading price of the Shares could potentially be more volatile relative to NAV.

The trading price of the Shares may become more volatile relative to NAV and could continue to be impacted by various factors which may be unrelated or disproportionate to the price of gold, including market trends and the sentiment of investors towards gold.

Exchange-traded products that invest in commodities have recently experienced material increases in average daily trading volumes, potentially causing greater price volatility. If trading volumes were to decline significantly, that could negatively impact the trading price of the Shares and could result in wider differences between the trading price of the Shares and the NAV per Share. If you purchase Shares at a premium to NAV, you may incur losses if the factors that have contributed to the recent increase in premium to NAV were to disappear.

Disruptions in the ability to create and redeem Creation Units may adversely affect investors.

It is generally expected that the public trading price per Share will track the NAV per Share closely over time. The relationship between the public trading price per Share and the NAV per Share depends, to a considerable degree, on the ability of Authorized Participants or their clients or customers to purchase and redeem Creation Units in the ordinary course. If the process for creating or redeeming Shares is impaired for any reason, Authorized Participants and their clients or customers may not be able to purchase and redeem Creation Units or, even if possible, may choose not to do so. The inability to purchase and redeem Creation Units, or the partial impairment of the ability to purchase and redeem Creation Units, could result in Shares trading at a premium or discount to the NAV of the Trust. Such a premium or discount could be significant, depending upon the nature or duration of the impairment.

If the Trust were to issue all Shares registered in this offering, it would not be able to create new Creation Units until it registered additional Shares and those additional Shares became available for sale. An inability to create new Creation Units could increase the possibility that the trading price per Share would not track closely the NAV per Share. In addition, the Trust may, in its discretion, suspend the creation of Creation Units. Suspension of creations or redemptions of Creation Units may adversely affect how the Shares are traded and could cause Shares to trade at a premium or discount to the NAV of the Trust, perhaps to a significant degree.

24

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

The Sponsor does not actively manage the Trust’s Sprott ESG Approved Gold, i.e. the Sponsor does not sell Sprott ESG Approved Gold at times when the price of gold is high, or acquire Sprott ESG Approved Gold when the price of gold is low with the expectation of future price increases. This also means that the Sponsor does not engage in any hedging techniques that attempt to reduce the risks of losses resulting from decreases in the price of gold. Any losses sustained by the Trust, as a result of it being a passive investment vehicle or otherwise, will adversely affect the value of your Shares.

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

The assets of the Trust are primarily Sprott ESG Approved Gold and, from time to time and on a temporary basis until additional Sprott ESG Approved Gold can be refined by the Mint or for certain other reasons, unallocated gold.  An investment in the Trust is not intended as a complete investment plan and may be more volatile than an investment in a more broadly diversified portfolio. Accordingly, the NAV of the Trust may be more volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially over time. An investment in the Trust may be deemed speculative; therefore, investors should review closely the Trust’s investment objective, the ESG Criteria, the investment and operating restrictions and the creation and redemption provisions of the Trust as outlined herein and familiarize themselves with the risks associated with an investment in the Trust.

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, provided that such amendment does not constitute a material change of the Trust’s investment objective. 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 thirty (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).

Risk Factors Related to the Gold Market

The Trust is subject to market risk with respect to the gold markets.

An investment in the Shares is subject to market risk, which refers to the risk that the market price of gold held by the Trust will rise or fall, sometimes rapidly or unpredictably.

Substantial sales of gold by participants in the gold market could adversely affect an investment in the Shares.

Central banks, other governmental agencies and international institutions buy, sell, and hold gold as part of their reserve assets. This market sector holds a significant amount of gold. Several central banks and multi-lateral institutions have sold portions of their gold reserves in the past years. This can happen unexpectedly and in times of economic crises. The price of gold may decline which may adversely affect an investment in the Shares.

Fluctuations in the price of gold could materially and adversely affect an investment in the Shares because the value of the Shares relates directly to the value of the gold held by the Trust.

When valuing the Sprott ESG Approved Gold held by the Trust, the Trust intends to utilize the LBMA Gold Price PM. The value of the Shares in part relates directly to the value of the Sprott ESG Approved Gold held by the Trust. Several factors may influence the price of gold, including Sprott ESG Approved Gold, including, but not limited to:

25

• Global or regional political, economic or financial events and situations, especially those unexpected in nature, including the recent Russian invasion of Ukraine;

• Interest rates in fiat currencies;

• Currency exchange rates, including the rates at which gold is priced in exchanges and trading venues around the world;

• Investment and trading activities of large investors, including private and registered trusts, hedge funds and commodity funds, commodity pools, that may directly or indirectly invest in gold;

• Changes in economic variables such as economic output and growth, and monetary policies;

• Changes in global gold supply and demand; and

• Investor and speculator attitude and confidence toward gold.

The Trust as well as the Sponsor and its service providers are vulnerable to the effects of geopolitical events and the continuation of the war in Ukraine or other hostilities, which could affect the price of gold.

In February 2022, Russia launched a large-scale invasion of Ukraine, which has significantly increased tensions between Russia, its neighbors and many countries throughout the world, particularly Western countries. These developments may continue for some time and create uncertainty in the region and have indirect effects worldwide. Russia’s actions have induced the United States, the European Union and other countries to impose economic sanctions and may result in the imposition of additional sanctions in the future. Such sanctions and other similar measures could cause volatility in precious metals prices and have a significant impact on Trust performance and the value of an investment in the Shares. On March 7, 2022, the LBMA suspended six Russian gold and silver refiners from its Good Delivery List until further notice in light of the sanctions imposed on Russia. As a result, while existing gold bars from these refiners are considered acceptable, new gold bars are not and are effectively banned from trading in the loco London market. Based on available sources, Russia produces approximately 330 tonnes of gold per year, accounting for about 9% of global production.  For comparison, as of the end May 2022, the amount of gold held in London vaults was 9,616 tonnes (a decrease of 0.58% from the previous month), valued at approximately $568.4 billion, which equates to approximately 769,250 gold bars. There are currently no Sprott Approved Mines located in Russia, and the Sponsor does not expect that any such mines will be located in Russia in the foreseeable future. As of the date of this prospectus, the Trust does not expect that the suspension of Russian refiners will have a material impact on the supply of LBMA Good Delivery gold available to market participants, including the Trust and its Authorized Participants.  However, potential escalation of the Ukrainian conflict could negatively impact the price of gold and the Trust. In addition, similar events in the future, particularly where unanticipated by markets, could cause volatility in precious metals markets and the price of gold and may have a negative impact on the Trust’s performance and the value of an investment in the Shares.

Investors should be advised that there is no assurance that gold will maintain its long-term value in terms of U.S. dollar value in the future. In the event that the price of gold declines, the value of an investment in the Shares is expected to decline proportionately.

The price of gold, and in turn, the price of the Shares may be adversely affected by sale of other investment vehicles in the market.

The sale of many other investment vehicles, such as equity issues by companies in the gold industry, other exchange traded funds or products linked to gold, and other securities backed by or linked to gold, maybe adversely affect the price of gold in general. This in turn would adversely affect the price and NAV of the Shares.

26

Authorized Participants’ or the Trust’s buying and selling activity associated with the issuance of Shares may adversely affect an investment in the Shares.

An Authorized Participant’s purchase of Sprott ESG Approved Gold in connection with the issuance of Shares may cause the price of gold to increase, which will result in higher prices for the Shares. Increases in the price of gold may also occur as a result of gold purchases by other market participants who attempt to benefit from an increase in the market price of gold when Shares are issued. The market price of gold may therefore decline immediately after Shares are issued. Selling activity associated with sales of gold from Authorized Participants (in connection with redemptions of Creation Units) or the Trust (in connection with the payment of the Trust’s fees and expenses) may decrease the price of gold, which will result in lower prices for the Shares. Decreases in the price of gold may also occur as a result of selling activity by other market participants. In addition to the effect that purchases and sales of gold by Authorized Participants may have on the price of gold, other exchange traded products with similar investment objectives could represent a substantial portion of demand for gold at any given time and the sales and purchases by such investment vehicles may impact the price of gold. If the price of gold declines, the trading price of the Shares will generally also decline.

Actual or perceived disruptions in the processes used to determine the LBMA Gold Price, may adversely affect an investment in the Shares.

Because the objective of the Trust is to reflect the performance of the price of gold, any disruptions affecting the processes related to how the market determines the price of gold will have an effect on the value of the Shares.

The LBMA Gold Price AM and LBMA Gold Price PM are gold price benchmark mechanisms administered by IBA, an independent specialist benchmark administrator appointed by the LBMA. Twice daily during London business hours, IBA hosts an electronic auction consisting of one or more 30-second rounds.

Investors should keep in mind that electronic markets are not exempt from failures. In addition, electronic trading platforms may be subject to influence by high-frequency traders with results that are highly contested by the industry, regulators and market observers.

As of the date of this prospectus, the LBMA Gold Price AM and LBMA Gold Price PM have been subjected to the test of actual trading markets for a number of years. As with any innovation, it is possible that electronic failures or other unanticipated events may occur that could result in delays in the announcement of, or the inability of the system to produce, an LBMA Gold Price AM or LBMA Gold Price PM on any given day. In addition, if a perception were to develop that the LBMA Gold Price AM or LBMA Gold Price PM is vulnerable to manipulation attempts, or if the proceedings surrounding the determination and publication of the LBMA Gold Price AM or LBMA Gold Price PM were seen as unfair, biased or otherwise compromised by the markets, the behavior of investors and traders in gold may change, and those changes may have an effect on the price of gold (and, consequently, the value of the Shares). In any of these circumstances, the intervention of extraneous events disruptive of the normal interaction of supply and demand of gold at any given time may result in distorted prices and losses on an investment in the Shares that, but for such extraneous events, might not have occurred.

Other effects of disruptions in the determination of the LBMA Gold Price AM or LBMA Gold Price PM on the operations of the Trust include the potential for an incorrect valuation of the Trust’s gold, an inaccurate computation of the Sponsor’s fee, and the sales of gold to cover Trust expenses at prices that do not accurately reflect the fundamentals of the gold market. Each of these events could have an adverse effect on the value of the Shares. The operation of the auction process which determines the LBMA Gold Price is also dependent on the continued operation of the LBMA and the IBA and their applicable systems.  The LBMA Gold Price AM and LBMA Gold Price PM are regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”).

As of the date of this prospectus, the Sponsor has no reason to believe that the LBMA Gold Price will not fairly represent the price of gold. Should this situation change, the Sponsor expects to use the powers granted by the Trust’s governing documents to seek to replace the LBMA Gold Price with a more reliable indicator of the value of the Trust’s Sprott ESG Approved Gold. There is no assurance that such alternative value indicator will be identified, or that the process of changing from the LBMA Gold Price to a new benchmark price will not adversely affect the price of the Shares.

27

The amount of gold represented by each Share will decrease over the life of the Trust due to 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 the Shares.

Because the Trust does not have any income, the Trust would need to sell the Trust’s physical gold bullion to cover the Sponsor’s fee and other Trust expenses not assumed by the Sponsor. The Trust may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. Even if there are no expenses other than those assumed by the Sponsor, and there are no other liabilities of the Trust, the Trust will still need to sell the Trust’s physical gold bullion 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 Sprott ESG Approved Gold, received in exchange for new Shares issued by the Trust, do not reverse this trend.

A decrease in the amount of Sprott ESG Approved Gold represented by each Share results in a decrease in its price even if the price of gold has not changed.

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

If there is a loss, damage or destruction of the Trust’s physical gold bullion in the custody of the Mint and the Trust does not give timely notice, all claims against the Mint will be deemed waived.

If a party to the Gold Storage Agreements discovers a loss, damage or destruction of the Trust's physical gold bullion in the Mint's custody, care and control, such party must give written notice to the other party within five (5) business days observed by the Mint (days other than a Saturday, Sunday or holiday) (“Mint Business Days”), in the case of the Trust’s notice, and five (5) Mint Business Days, in the case of the Mint's notice, after its discovery of any such loss, damage or destruction, but, in the event that the Trust receives a written notice from the Mint in which a discrepancy in the quantity of physical gold bullion first appears, it shall give the Mint a notice of loss no later than sixty (60) days following receipt of such written statement. If such notice is not given in a timely manner, all claims against the Mint will be deemed to have been waived. In addition, no action, suit or other proceeding to recover any loss or shortage can be brought against the Mint unless timely notice of such loss or shortage has been given and such action, suit or proceeding will have commenced within twelve (12) months from the time of the discovery of any such loss, damage or destruction. The loss of the right to make a claim or of the ability to bring an action, suit or other proceeding against the Mint may mean that any such loss will be non-recoverable, which will have an adverse effect on the value of the net assets of the Trust and the NAV.

In addition, because the Gold Storage Agreements are governed by Canadian law, any rights which the holders of the Shares may have against the Mint 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. Although the relationship between the Mint and the Trust is expressly governed by Canadian law or an arbitrator, as applicable, 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 Mint may be frustrated.

The Trustee, the Administrator, the Cash Custodian, the Transfer Agent, the Marketing Agent, the Mint and other service providers engaged by the Trust may not carry adequate insurance to cover claims against them by the Trust.

Shareholders cannot be assured that the Trustee, the Administrator, the Cash Custodian, the Transfer Agent, the Marketing Agent, the Mint or other service providers engaged by the Trust 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.  In addition, none of the Trust’s service providers are required to include the Trust as a named beneficiary of any such insurance policies that are purchased.  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.

28

The Trust does not insure its assets and there may not be adequate sources of recovery if its physical gold bullion is lost, damaged, stolen or destroyed.

The Trust does not insure its assets, including the Sprott ESG Approved Gold stored at the Mint.  Consequently, if there is a loss of assets of the Trust through theft, destruction, fraud or otherwise, the Trust and Shareholders will need to rely on insurance carried by applicable third parties, if any, or on such third party’s ability to satisfy any claims against it.  The amount of insurance available or the financial resources of a responsible third party may not be sufficient to satisfy the Trust’s claim against such party.  Also, Shareholders are unlikely to have any right to assert a claim directly against such third party; such claims may only be asserted by the Trustee on behalf of the Trust.  In addition, if a loss is covered by insurance carried by a third party, the Trust, which is not a beneficiary on such insurance, may have to rely on the efforts of the third party to recover its loss.  This may delay or hinder the Trust’s ability to recover its loss in a timely manner or otherwise.

A loss with respect to the Trust’s physical gold bullion that is not covered by insurance and for which compensatory damages cannot be recovered would have a negative impact on the NAV of the Shares and would adversely affect an investment in the Shares.  In addition, any event of loss may adversely affect the operations of the Trust and, consequently, an investment in the Shares.

Risk Factors Related to the Regulation of the Sponsor, the Trust and the Shares

The Trust and the Sponsor are subject to extensive legal and regulatory requirements.

The Trust and the Sponsor are subject to a comprehensive scheme of regulation under the federal securities laws and listing standards for the Shares. Each of the Trust and the Sponsor could be subject to sanctions for a failure to comply with those requirements, which could adversely affect the Trust’s financial performance and its ability to pursue its investment objective. In addition, the SEC, the Exchange and other exchanges are empowered to intervene in their respective markets in response to extreme market conditions. Those interventions could adversely affect the Trust’s ability to pursue its investment objective and could lead to losses for the Trust and its Shareholders.

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 of 1940, as amended (the “Investment Company Act”) or the protections afforded by the Commodity Exchange Act (“CEA”).

The Trust is not registered as an investment company under the Investment Company Act. Accordingly, Shareholders do not have the protections applicable to investors in investment companies under the Investment Company Act (e.g., Shareholders do not have the right to elect directors and the Trust is not required to pay regular distributions, although the Trust may pay distributions in the discretion of the Sponsor).

The Trust does not and will not hold or trade in commodity futures contracts, “commodity interests” or any other instruments regulated by the CEA, as administered by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”). Furthermore, the Sponsor believes that the Trust is not a commodity pool for purposes of the CEA and the Shares are not “commodity interests”, and the Sponsor is not subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor in connection with the Trust or the Shares. Consequently, Shareholders do not have the protections applicable to investors in CEA-regulated instruments or commodity pools operated by registered commodity pool operators or advised by commodity trading advisors.

The Trust is an emerging growth company and the Trust cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Shares less attractive to investors.

As an emerging growth company, as defined in the JOBS Act, the Trust is entitled to certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Some investors may find the Shares less attractive because of the Trust's reliance on these exemptions. Consequently, there may be a less active trading market for the Shares and the price of Shares may be more volatile.

29

In addition, under the JOBS Act, the Trust's independent registered public accounting firm will not be required to attest to the effectiveness of its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as it is an emerging growth company.

For as long as the Trust takes advantage of the reduced reporting obligations, the information that the Trust provides its shareholders may be different from information provided by other public companies.

Tax-Related Risks

The Trust intends to be treated as a grantor trust for U.S. federal income tax purposes.

The Sponsor intends to take the position that the Trust should be treated as a grantor trust for U.S. 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 Transfer Agent will report the Trust’s income, gains, losses and deductions to the IRS on that basis.  There can be no assurance that the IRS will agree with this position and it is possible that the IRS could conclude that the Trust is not properly treated as a grantor trust for U.S. federal income tax purposes.  If the IRS were to assert successfully that the Trust is not classified as a grantor trust, the Trust would be classified as a partnership for United States federal income tax purposes, which may affect timing and other tax consequences to the Shareholders.

The Trust intends to avoid taxation at the Trust level in any jurisdiction but cannot be certain whether the Trust may become subject to a tax in the future.

If the Trust becomes subject to tax at the Trust level in any jurisdiction, the value of the Shares may be materially affected.  If the Trust becomes subject to tax, a Shareholder that is a United States person may elect to either deduct or claim as a credit its share of foreign taxes paid by the Trust for U.S. federal income tax purposes, subject to certain limitations. Shareholders should consult their own advisors with respect to the potential imposition of taxes at the Trust level.

Accounting for uncertainty in income taxes.

The Financial Accounting Standards Board has released Accounting Standards Codification Topic 740 (“ASC 740”) (formerly known as “FIN 48”), to provide consistent guidance on the recognition of uncertain tax positions.  ASC 740 prescribes, among other things, the minimum recognition threshold that a tax position is required to meet before being recognized in an entity's financial statements.  A prospective Shareholder should be aware that, among other things, ASC 740 could have a material adverse effect on the periodic calculations of the NAV of the Trust, including reducing the NAV of the Trust to reflect reserves for income taxes that may be payable in respect of prior periods by the Trust. This could adversely affect certain Shareholders, depending upon the timing of their purchase and withdrawal of Shares.

The Trust’s purchases and sales of physical gold bullion will be taxed less favorably compared to other types of investments.

Generally, the gains and losses realized by the Trust on the sale of physical gold bullion will be capital gains and losses.  These capital gains and losses may be long-term or short-term, depending, in general, upon the length of time that the Trust maintains a particular investment position and, in some cases, upon the nature of the transaction.    Long-term capital gains may be subject to preferential tax rates in the hands of an individual Shareholder.  Under current law, long-term capital gains recognized by individuals from the sale of “collectibles,” including gold bullion, are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains.

PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS AND COUNSEL WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE SHARES; SUCH TAX CONSEQUENCES MAY DIFFER WITH RESPECT TO DIFFERENT INVESTORS.

30

Risk Factors Related to Potential Conflicts of Interest

Potential conflicts of interest may arise among the Sponsor, the Adviser, or their affiliates and the Trust.

The Sponsor, the Adviser and their affiliates manage other accounts, funds or trusts, including those that invest in gold or other precious metals. To the extent that any substantial investment in gold is initiated or materially changed, such investment may affect the price of gold. Although the Sponsor’s and the Adviser’s officers and staff intend to allocate as much time to the Trust as deemed appropriate to perform their duties, the Sponsor’s and the Adviser’s respective management may allocate their time and services among the Trust and the other accounts, funds or trusts. As a result, conflicts of interest may occur, which could have a material effect on your investment in the Shares. The Sponsor and the Adviser 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.

For a further discussion of the conflicts of interest among the Sponsor, the Adviser, Mint, Trust and others, see “The Sponsor—Conflicts of Interest.”

No separate counsel; no responsibility or independent verification.

Seward & Kissel LLP represents the Sponsor. The Trust does not have counsel separate and independent from counsel to the Sponsor. Seward & Kissel LLP does not represent Shareholders, and no independent counsel has been retained to represent Shareholders. Seward & Kissel LLP is not responsible for any acts or omissions of the Sponsor, the Trustee, the Adviser, the Administrator, the Cash Custodian, the Transfer Agent, the Marketing Agent, the Mint or the Trust (including their compliance with any guidelines, policies, restrictions or applicable law, or the selection, suitability or advisability of their investment activities) or any administrator, accountant, custodian/prime brokers or other service provider to the Sponsor, Trustee or the Trust. This prospectus was prepared based on information provided by the Sponsor, the Mint, the Adviser, the Administrator, the Cash Custodian, the Administrator, the Transfer Agent, the Marketing Agent and the Trustee, in good faith and based on reasonable best efforts to ensure the information is accurate as of the date of this prospectus, and Seward & Kissel LLP has not independently verified such information.

The lack of independent advisers representing investors in the Trust may cause Shareholders to be adversely affected.

Counsel, accountants and other advisers have been consulted by the Sponsor regarding the formation and operation of the Trust. Investors should consult their own legal, tax and financial advisers regarding the desirability of an investment in the Shares. No counsel has been appointed to represent an investor in connection with the offering of the Shares. Failure to consult with their own legal, tax and financial advisers may lead to Shareholders making an undesirable investment decision with respect to investment in the Shares.

A lack of regular shareholder meetings, limited voting rights and provisions that restrict Shareholders’ right to bring derivative actions may adversely affect Shareholders.

Shareholders have limited voting rights under the Trust Agreement and will take no part in the management or control of the Trust. The Trust will not have regular Shareholder meetings. The right to authorize actions, appoint service providers or take other actions will not be held by Shareholders, as may be taken by shareholders of other trusts. Operation of the Trust by the Sponsor could have an adverse effect on an investment in the Shares.

Moreover, pursuant to the terms of the Trust Agreement, Shareholders’ statutory right under Delaware law to bring a derivative action (i.e., to initiate a lawsuit in the name of the Trust in order to assert a claim belonging to the Trust against a fiduciary of the Trust or against a third-party when the Trust’s management has refused to do so) is restricted. No registered owner shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust, unless two or more registered owners, who (i) are not affiliates of one another and (ii) collectively hold at least 25% of outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. The foregoing limitation shall not apply to any derivative action, suit or other proceeding brought on behalf of the Trust for claims under the federal securities laws and the rules and regulations thereunder.

31

Under Delaware law, a shareholder may bring a derivative action if the shareholder is a shareholder at the time the action is brought and either (i) was a shareholder at the time of the transaction at issue or (ii) acquired the status of shareholder by operation of law or the Trust’s governing instrument from a person who was a shareholder at the time of the transaction at issue. Additionally, Section 3816(e) of the Delaware Statutory Trust Act (the “DSTA”) specifically provides that a “beneficial owner’s right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the statutory trust, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.”

Notwithstanding the foregoing limitation, Shareholders may have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the SEC. Shareholders who have suffered losses in connection with the purchase or sale of their Shares may be able to recover such losses from the Sponsor where the losses result from a violation by the Sponsor of the anti-fraud provisions of the federal securities laws.

The Trust does not have a board of directors or an audit committee, and therefore lacks the oversight and review functions that those bodies would typically perform.

The Trust does not have a board of directors or an audit committee, and therefore lacks the oversight and review functions that those bodies would typically perform. The Trust’s operations will be managed by the Sponsor. Operation of the Trust by the Sponsor could have an adverse effect on an investment in the Shares. It is possible that conflicts may arise between the Sponsor, its affiliates, the Trust and its Shareholders. In resolving conflicts of interest, the Sponsor is allowed to take into account the interests of other parties.

32

USE OF PROCEEDS

Proceeds received by the Trust from the issuance and sale of Creation Units primarily consist of unencumbered, fully allocated Sprott ESG Approved Gold deposits. Such deposits are held by the Mint on behalf of the Trust.  Physical gold bullion held by the Trust will be delivered by or to Authorized Participants in connection with creations and redemptions of Creation Units or will be sold to pay the Trust’s fees and expenses.

33

OVERVIEW OF THE GOLD SECTOR

Introduction to the Gold Industry and its Participants

The participants in the world gold market 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.

The mining and producer sector includes mining companies that specialize in gold production, mining companies that produce gold as a by product of other production (such as copper or silver producers), scrap merchants and recyclers. The banking sector is composed of bullion banks that provide a variety of services to the gold market and its participants, thereby facilitating interactions between other parties.  Services provided by bullion banks include traditional banking products as well as physical gold purchases and sales, hedging and risk management, inventory management for industrial users and consumers, mine financing, and gold deposit and loan instruments.  The official sector includes the activities of the various central banking operations of gold holding countries.  According to statistics released by the World Gold Council, central banks are estimated to have held approximately 35,571 tonnes of gold reserves as of December 2021.  Under the current Central Bank Gold Agreement, which was renewed by 19 central banks on August 7, 2009 and took effect on September 26, 2009, 19 central banks have agreed to sell, in total, not more than 400 tonnes per year in the aggregate, and not more than 2,000 tonnes over the life of the five-year agreement.  The investment sector includes the investment and trading activities of both professional and private investors and speculators.  These participants range from large hedge funds and mutual funds to day traders on futures exchanges and retail level coin collectors.  Finally, the 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 industrial user of gold.  Other industrial users of gold include the electronics and dental industries.

Sources of Gold Supply

Sources of gold supply include both mine production and recycling or mobilizing of existing above-ground stocks.  The largest portion of gold supplied into the market annually is from gold mine production.  The second largest source of annual gold supply is from gold scrap, which is gold that has been recovered from jewelry and other fabricated products and converted back into marketable gold.  From 2000 to 2009, sales by the official sector, which includes central banks, outstripped official sector purchases, creating additional supply of gold into the marketplace.  However, since 2010, the official sector has been a net buyer of gold and has thus contributed to the net demand of gold.  Net producer hedging accelerates the sale of physical gold and can therefore impact, positively or negatively, supply in a given year.

Mine production

Mine production includes gold produced from both primary deposits and secondary deposits, where the gold is recovered as a by product metal from other mining activities.  Since 2010, the amount of new gold that is mined each year has been substantially lower than the level of physical demand.  For example, from 2010 to 2016, new mine production was approximately 69% of the total demand.  In 2020, mine supply met 95% of total demand. The shortfall in total supply has been met by additional supplies from existing above ground stocks, predominantly coming from the recycling of fabricated gold products, official sector sales and net producer hedging.

Gold Scrap

Gold scrap is gold that has been recovered from fabricated products, melted, refined and cast into bullion bars for subsequent resale into the gold market.  The predominant source of gold scrap is recycled jewelry, the supply of which is largely a function of price and economic circumstances.  Other sources of gold scrap include electrical wiring and dental implants.

Official sector sales

Historically, central banks, other governmental agencies and multi-lateral institutions have retained gold as a strategic reserve asset.  However, over the past two decades, the official sector has been a net seller of gold to the

34

private sector.  According to Gold Fields Mineral Services Ltd. (“GFMS”), the official sector has supplied an average of 442 tonnes of gold per year from 2000 to 2009, inclusive.  In 2010, however, the official sector once again became a net purchaser of gold for the first time since 1988. Official sector net purchases of gold have continued from 2011 to 2020. Gold’s price performance, safe haven characteristics and concerns over the safety of the major reserve currencies (the dollar, euro and yen) are the primary reasons for this shift.  The official sector is expected to continue to play an important role in the dynamics of the gold market.

Net producer hedging

Net producer hedging creates incremental supply in the market by accelerating the timing of the sale of unmined gold.  A mining company wishing to protect itself from the risk of a decline in the gold price may elect to sell some or all of its anticipated production for delivery at a future date.  A bullion dealer accepting such a transaction will finance it by borrowing an equivalent quantity of gold (typically from a central bank), which is immediately sold into the market.  The bullion dealer then invests the cash proceeds from that sale of gold and uses the yield on these investments to pay the gold mining company the premium available on gold for future delivery (the “contango”).  When the mining company delivers the gold it has contracted to sell to the bullion dealer, the dealer returns the gold to the lender or rolls the loan forward in order to finance similar transactions in the future.  While over time the hedging transactions involve no net increase in the supply of gold to the market, they do accelerate the timing of the sale of gold sold prior to production, which has an impact on the balance between supply and demand at any given time.

Sources of Gold Demand

Demand for gold is driven primarily by demand for jewelry, which is used for adornment and, in much of the developing world, as an investment.  Retail investment and industrial applications represent increasingly important, though relatively small, components of overall demand.  Retail investment is measured as customer purchases of bars and coins.  Gold bonding wire and gold plated contacts and connectors are the two most frequent uses of gold in industrial applications.  Gold demand is widely dispersed throughout virtually all countries in the world.  While there are seasonal fluctuations in the levels of demand for gold (especially jewelry) in many countries, variations in the timing of such fluctuations in different countries mean that seasonal changes in demand do not have a significant impact on the global gold price.

Jewelry

The primary source of gold demand is gold jewelry.  The motivation for jewelry purchases differs in various regions of the world.  In the industrialized world, gold jewelry tends to be purchased purely for adornment purposes, while gold’s attributes as a store of value and a means of saving provide an additional motivation for jewelry purchases in much of the developing world.  Price and economic factors, such as available wealth and disposable income, are the primary factors in jewelry demand.  Jewelry purchased purely for adornment purposes is generally of lower caratage or purity, but with greater added value in terms of design input and improved finishes.  In those parts of the world where the additional motivation of savings or investment applies to the purchase of jewelry (such as Asia, the Indian subcontinent and the Middle East), gold jewelry is generally of higher caratage, and the purchase price more closely reflects the value of the gold contained in each item.

Retail and institutional investment

Retail and institutional investment demand covers coins and bars meeting the standards for investment gold adopted by the European Union, extended to include medallions of no less than 99% purity, and bars or coins which are likely to be worn as jewelry in certain countries.  Retail investment is measured as net purchases by the ultimate customer.

Electronics, dentistry and other industrial and decorative applications

Gold bonding wire and gold plated contacts and connectors are the two most frequent uses of gold in electronics.  Other uses include high-melting point gold alloy solders and gold thick film pastes for hybrid circuits.  In

35

conservative and restorative dentistry, gold is generally alloyed with other noble metals and with base metals for inlay and onlay fillings, crown and bridgework and porcelain veneered restorations.  Increasingly, pure gold electroforming is being used for dental repairs.  Other industrial applications of gold include the use of thin gold coatings on table and enamel ware for decorative purposes and on glasses used in the construction and aerospace industries to reflect infrared rays.  Small quantities are also used in various pharmaceutical applications, including the treatment of arthritis, and in medical implants.  Future applications for gold catalysts are in pollution control, clean energy generation and fuel cell technology.  In addition, work is under way on the use of gold in cancer treatment.

World Gold Supply and Demand and End-Use Consumption

Gold is a physical asset that is primarily accumulated, rather than consumed.  As a result, virtually all the gold that has ever been mined still exists today in one form or another.

The following table summarizes the historical supply and demand for gold:

World Gold Supply and Demand (January 2010 – December 2020)

Source: World Gold Council

Operation of the Gold Market

The global trade in gold consists of Over-the-Counter (“OTC”), transactions in spot, forwards, and options and other derivatives, together with exchange traded futures and options. The Trust is not aware of a separate market for Sprott ESG Approved Gold and does not believe that one will develop.  There is no industry standard for ESG factors that apply to gold production.  The ESG Criteria used by the Sponsor to screen the sources for the Trust’s Sprott ESG Approved Gold may or may not be consistent with current or future standards used by others in the industry.

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 24-hour per day market, its main centers are London, New York and Zurich.  Thirteen members of the London Bullion Market Association (the “LBMA”), the London based trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market, act as OTC market makers, and most OTC market trades are cleared through London.  The LBMA plays an important role in setting OTC gold trading industry standards.  The LBMA’s “London Good Delivery Lists” identify approved refiners of gold.  In the OTC market, gold that meets the specifications for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of an LBMA-acceptable refiner) and appearance set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA are “London Good Delivery” bars.  A London Good Delivery bar (typically called a “400 ounce bar”) must contain between 350

36

and 430 fine troy ounces of gold (1 troy ounce = 31.1034768 grams), be of 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 by the fineness of the bar.

London Bullion Market

Although the market for physical gold is distributed globally, most OTC market trades are cleared through London.  In addition to coordinating market activities, the LBMA acts as the principal point of contact between the market and its regulators.  A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the “London Good Delivery Lists,” which are the lists of LBMA accredited smelters and assayers of gold.  The LBMA also coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.

All London Good Delivery gold is priced equally; the only requirement is that it meets LBMA standards. For instance, LBMA changed its gold sourcing standards in 2012. Because gold is generally never destroyed once it is minted, today there are London Good Delivery gold bars available that were created before 2012 (using pre-2012 LBMA standards) (“Pre-2012 LBMA Bars”) and London Good Delivery gold bars that were created after the 2012 standards were implemented by the LBMA (“Post-2012 LBMA Bars”).  When purchasing London Good Delivery gold bars, it is possible to selectively purchase Post-2012 LBMA Bars.  Notwithstanding the differing sourcing standards, both Pre-2012 LBMA Bars and Post-2012 LBMA Bars are priced the same.

LBMA Gold Price is the price per troy ounce in U.S. dollars, of unallocated gold delivered in London determined by IBA following an electronic auction consisting of one or more 30-second rounds starting at 10:30 a.m. (London time) (in the case of LBMA Gold Price AM) or 3:00 p.m. (London time) (in the case of LBMA Gold Price PM) on each day that the London gold market is open for business, and published shortly thereafter.

Futures Exchanges

The most significant gold futures exchanges are the COMEX, operated by Commodities Exchange, Inc., a subsidiary of New York Mercantile Exchange, Inc., and the Tokyo Commodity Exchange (“TOCOM”).  The COMEX is the largest exchange in the world for trading metals futures and options and has been trading gold since 1974, while the TOCOM has been trading gold since 1982.

Market Regulation

The global gold markets are overseen and regulated by both governmental and self-regulatory organizations.  In addition, certain trade associations have established rules and protocols for market practices and participants.  In the United Kingdom, responsibility for the regulation of the financial market participants, including the major participating members of the LBMA, falls under the authority of the United Kingdom’s Financial Services Authority (“FSA”), as provided by the Financial Services and Markets Act 2000 (the “FSM Act”).  Under the FSM Act, all U.K.-based banks, together with other investment firms, are subject to a range of requirements, including fitness and properness, capital adequacy, liquidity, and systems and controls.  The FSA is responsible for regulating investment products, including derivatives, and those who deal in investment products.  Regulation of spot, commercial forwards, and deposits of gold and silver not covered by the FSM Act is provided for by The London Code of Conduct for Non-Investment Products, which was established by market participants in conjunction with the Bank of England.

Participants in the U.S. OTC market for gold are generally regulated by their existing market regulators.  For example, participating banks are regulated by the banking authorities.  In the United States, Congress created the Commodity Futures Trading Commission (the “CFTC”) in 1974 as an independent agency with the mandate to regulate commodity futures and option markets in the United States.  The CFTC regulates market participants and has established rules designed to prevent market manipulation, abusive trade practices and fraud.  The CFTC requires that any trader holding an open position of more than 100 lots (i.e., 10,000 ounces) in any one contract month on COMEX must declare his or her identity, the nature of his or her business (hedging, speculative, etc.) and the existence and size of his or her positions.

37

Market integrity on the TOCOM is preserved by the TOCOM’s authority to perform financial and operational surveillance on its members’ trading activities, scrutinize positions held by members and large scale customers, and monitor the price movements of futures markets by comparing them with cash and other derivative markets’ prices. To act as a Futures Commission Merchant Broker, which is a required certification for a broker that intends to trade in commodities and commodity futures, a broker must obtain a license from Japan’s Ministry of Economy, Trade and Industry METI.  METI establishes the rules for operation of TOCOM and administers the exchange and its members through legal requirements and various supervisory functions.

Historical Price Movement and Analysis

Fluctuations in the price of gold are expected to influence the price of the Shares.  Investors should be aware of the historical movements in gold prices and understand what events and forces may have caused these movements to occur.  The following chart displays the historical performance of gold.

Source: Bloomberg, December 31, 2021

An investment in the Trust will not replicate the performance of spot gold prices, due to the fees and expenses associated with the Trust.

From March 2001 to August 2011, gold experienced strong price appreciation. Interest in gold accelerated following the great financial crisis (“GFC”) in 2008 as investors sought safe-haven investments from falling stock, credit and real estate markets. In response to the GFC, many central bank initiated experimental monetary policies like quantitative easing and zero interest rates to stimulate economic growth and deflation. In this environment, gold performed exceptional well.

In early 2013, the gold price reversed course as bond yields surged, resulting from the Federal Reserve's (Fed) announcement of future tapering of its policy of quantitative easing. The price for gold eventually bottomed at the end of 2015.

A new bull market in gold commenced in January 2016 on growing concerns about zero and negative interest rate policies and exploding government debt levels in a number of key economies. In mid-2019, the gold price broke through technical resistance levels when the Federal Reserve unexpectedly did a U-turn and reverted back to ‘easy’ money policies.

In 2020, there was a surge of interest in gold as the spot price had its eighth-best annual return in 50 years. During the first half of 2020, gold was benefitted from investors seeking safety from the economic fallout caused by

38

the COVID-19 pandemic. While during the second half, the impact of the global COVID-19 pandemic catalyzed the U.S. Federal Reserve to  move towards MMT (modern money theory) style policies, zero interest rate policies (ZIRP), QE (quantitative easing) Infinity, and average inflation targeting (AIT).

The Rationale for Investing in Gold

Gold ownership may help to protect a portfolio from inflation, deflation, stagflation, systemic failure, financial collapse and currency devaluation.  Investors may purchase gold because of the view that, unlike other investments, gold’s tangible physical properties, negative correlation to other asset classes and use as an inflation hedge provide a way to reduce the risk of a portfolio.

Unlike traditional stocks, bonds and money market instruments, gold is an asset whose price generally is independent of earnings, future growth or promised payments due to its certain physical and tangible properties.  These properties allow gold to be converted into other goods and investments, which may provide investors with more immediate liquidity than alternative investments.  Unlike paper-backed assets, gold cannot be created at will.  Many investors also see gold as a store of value in times of uncertainty and market duress because it generally is independent of country, industry and company specific issues.

Low correlation with other asset classes

Gold’s low historical correlation with other major asset classes has been held to offer an investor the opportunity to diversify across a portfolio’s risk spectrum.  Over the long-term, gold has historically retained value more effectively than other assets.  Although gold is a commodity and an investment asset, it tends to move independently of other key asset classes and commodities, especially during times of crisis.

Gold as an investment has demonstrated a sustained, long-term low correlation to the S&P 500 index, widely regarded as the standard for measuring the performance of large-cap U.S. companies.  The following table displays gold’s correlation with various equity indices (a value of 1 would indicate a perfect correlation and a value of −1 would indicate a perfect inverse correlation):

Correlation of Gold Relative to⁽¹⁾

	1 year		3 year		5 year		10 year
S&P 500 Index(2)		0.254		0.212		0.138		0.075
S&P/TSX Composite Index(2)		0.365		0.226		0.169		0.262
MSCI EAFE Index(2)		0.494		0.148		0.134		0.137
S&P/TSX Global Gold Index		0.880		0.799		0.789		0.825
US 10yr Treasury		-0.455		-0.345		-0.346		-0.357

Source:  Bloomberg, December 31, 2021. (Monthly correlations used for calculation purposes).

Notes:

(1) 1 indicates a perfect correlation; −1 indicates a perfect inverse correlation.  Correlations are calculated using monthly returns.

(2) The total return numbers for the indices are represented by the following: for the S&P 500, the S&P 500 Total Return Index; for the S&P/TSX Composite Index, the S&P/TSX Composite Total Return Index; for the MSCI EAFE Index, the MSCI EAFE Gross Daily Total Return Index; and for the S&P/TSX Global Gold Index, the S&P/TSX Global Gold Total Return Index.

Use as an inflation and U.S. dollar hedge

Historically, gold has been viewed as an effective hedge against a decrease in the value of the U.S. dollar and inflation.  Gold has maintained its long-term value, as measured by purchasing power, more effectively than most 

39

currencies and fixed assets.  In 1971, the U.S. moved away from the gold standard.  As gold prices have generally increased during times of U.S. dollar decline and during inflationary periods, gold may provide a hedge against money creation and purchasing power erosion.

Historically, there is an approximate one-for-one relationship between the price of gold and the general price level in the United States, where a 1% rise in U.S. inflation has resulted in a corresponding 1% rise in the long-term price of gold.  However, short-run gold prices have demonstrated much more volatility, and tend to fluctuate in response to any number of changes in the supply and demand forces, along with a number of other factors.  These factors include political and financial shocks, as well as short-run changes in the U.S. inflation rate, inflation volatility, credit risk, the U.S. dollar trade weighted exchange rate, the gold lease rate and the relative beta for gold.

40

SPROTT ESG APPROVED GOLD AND UNALLOCATED GOLD

Sprott ESG Approved Gold

Sprott ESG Approved Gold is fully allocated unencumbered physical gold bullion that meets certain environmental, social and governance (“ESG”) standards and criteria that are established by the Sponsor.  An overview of the Sponsor’s application of the ESG Criteria to mining companies and mines that may be potential sources of Sprott ESG Approved Gold is provided below.

Sprott ESG Approved Gold will be produced by the Mint specifically for the Trust using raw material that meets the criteria discussed below. Sprott ESG Approved Gold, as defined for purposes of the Trust, is not available in the general marketplace, although others, including other funds, may use the term “ESG” for gold used for their purposes.

The term “Sprott ESG Approved Gold” refers to gold that is physically indistinguishable from other gold but that has been sourced and produced in a manner consistent with the ESG standards and criteria used by the Sponsor (the “ESG Criteria”), which are designed to provide investors with an enhanced level of ESG scrutiny along with disclosure of the provenance of the metal sourced, and include an evaluation of mining companies and mines. The ESG Criteria are anticipated to evolve over time at the discretion of the Sponsor. Also, one or more criterion may not be relevant with respect to all sources of gold that are eligible for investment. Factors that could be considered by the Sponsor in modifying the ESG Criteria include changes to current gold mining techniques or standards, evolving legal standards, the introduction of new standards or evaluation frameworks within the mining industry or the elimination of existing standards or frameworks that in the view of the Sponsor are relevant to the ESG assessment of a mining company or mine site. Mining companies and mines that meet the ESG Criteria (“Sprott ESG Approved Mining Companies” and “Sprott ESG Approved Mines”, respectively) must also comply with the Mint Responsible Sourcing Requirements (as defined below). An overview of the Sponsor’s application of the ESG Criteria to mining companies and mines that can provide the material for Sprott ESG Approved Gold is provided below. To ensure that its physical gold bullion will meet the ESG Criteria, the Trust will only accept gold bullion refined by the Mint after the launch date, which we expect to be immediately after the effectiveness of this prospectus.

The application of the ESG Criteria involves multiple levels of analysis.  While the Sponsor’s evaluation of mines and mining companies will include the objective factors discussed below, the Sponsor will also evaluate company reports and, where possible, interview key personnel to assess whether such a mining company or mine meets the ESG Criteria, which will require the subjective judgment of the Sponsor.  The selection of these factors and how they are applied will be based, at least to some degree, on the judgment of the Sponsor and may or may not be consistent with current or future standards used by others in the industry.  The ESG Criteria are subject to change by the Sponsor in its sole discretion. Any such changes will be reflected on the Trust’s website promptly after any change to the ESG Criteria, Sprott ESG Approved Mines or Sprott ESG Approved Mining Companies has been made.

The Sponsor’s fee, which will be paid for by the Trust, and thus the shareholders, will include any costs associated with researching, establishing and maintaining the ESG Criteria, assessing mining companies and mines against certain of the ESG Criteria and the diligence of the Trust’s Sprott ESG Approved Gold Holdings.  The Sponsor will conduct research on each mining company using its in-house investment professionals and may use outside consultants.

Mint Responsible Sourcing Requirements

The ESG Criteria are in addition to those used in the LBMA Responsible Sourcing Program, as detailed in the LBMA’s Responsible Gold Guidance, and are designed to provide investors with an enhanced level of ESG scrutiny along with disclosure of the provenance of the metal sourced. The Mint currently requires that its refining customers, including mines, to meet the requirements outlined in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, the LBMA Responsible Gold Guidance, the Mint’s Responsible Metals Program and the Mint’s Anti-Money Laundering and Anti-Terrorist Financing Program in compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the “Mint Responsible Sourcing Requirements”). The initial and ongoing screening of refining customers includes: Know Your Customer (KYC) verifications, detailed information on sourcing, including site visits in accordance with the

41

Mint’s risk assessment rating, review of human rights policies, anti-bribery and anti-corruption policies and controls, as well as screening on watch lists and through adverse media checks. Only mines which the Mint determines meet and maintain the Mint Responsible Sourcing Requirements and with whom the Mint has a contractual refining relationship (each a “Mint Approved Mine”, collectively the “Mint Approved Mines”) will be eligible for consideration by the Sponsor as a provider of Sprott ESG Approved Gold. The Mint will cease refining gold from any Mint Approved Mine that no longer meets the Mint Responsible Sourcing Requirements, as determined by the Mint from time to time. The Mint Responsible Sourcing Requirements are subject to change by the Mint in its sole discretion.

The ESG factors are a component of the ESG Criteria and are used for the ESG assessment of mines and miners, and generally will encompass the following factors:

Environmental Factors

• Energy use and greenhouse gas emissions

• Tailings and waste management

• Conservation and water management

• Mine site remediation

Social Factors

• Worker safety and health

• Community relations

• Natural resource benefit to local communities

• Child and forced labor

Governance Factors

• Corporate governance

• Workplace and gender diversity

• Fair executive compensation

• Corporate transparency and disclosures

Additional ESG Screening

Mining companies that qualify for the LBMA’s Responsible Sourcing Program and are Mint Approved Mines will then be subject to two levels of ESG screening by the Sponsor: at the overall company level and at the individual mine site level.

First, the Sponsor will evaluate a mining company that operates a Mint Approved Mine using ESG factors determined by the Sponsor (described below).  This evaluation will use a number of tools, which include ratings from third-party research providers, such as Sustainalytics ESG Risk Ratings, along with sell-side equity research reports.  With respect to corporate governance, the Sponsor will evaluate recommendations from proxy voting research providers, such as the Glass Lewis Proxy Review.  The Sponsor will also use compliance with precious metals industry standards as an objective factor in its evaluation of such mining companies.  Each such mining company with high ESG ratings and favorable recommendations from proxy voting research providers that complies with precious metals industry standards will be determined by the Sponsor to be a “Sprott ESG Approved Mining Company.”

Second, the Sponsor will evaluate individual mine site locations of each Sprott ESG Approved Mining Company. Each mine location of a Sprott ESG Approved Mining Company will then be evaluated by the Sponsor as follows: (1) the performance of each mine against various indicators in the Mining Association of Canada’s Towards Sustainable Mining standards; (2) using the ESG factors described above; and (3) whether such mine is in a heightened risk or conflict area. Heightened risk or conflict areas include areas where:

• human rights abuses, forced or child labor, war crimes or genocide are prevalent;

42

• mines are involved in direct or indirect support to non-state actors that use arms without legal authority;

• mines transport gold or supplies along routes that involve payment of illegal taxes or extortions; and

• mines are involved in money laundering or terrorism financing.

Each mining location of that Sprott ESG Approved Mining Company that (a) the Sponsor determines to meet the Mining Association of Canada’s Towards Sustainable Mining standards and the ESG factors, and (b) is not in a heightened risk or conflict area will be designated as a Sprott ESG Approved Mine.  Only Sprott ESG Approved Mines will be permitted to supply the raw material for Sprott ESG Approved Gold to the Mint, which will then refine the raw material to create Sprott ESG Approved Gold for the Trust.  This means that the provenance of Sprott ESG Approved Gold will be known to the Trust. Notwithstanding its special provenance, there is no separate market for gold from Sprott ESG Approved Mines.

Based on its analysis of certain existing mines and taking into consideration the amount of physical gold bullion held by existing gold bullion ETFs, the Sponsor believes that a sufficient amount of raw material to create Sprott ESG Approved Gold for the Trust exists and will exist in the future. Current output from North American mines that the Sponsor estimates would likely meet the definition of Sprott ESG Approved Mines (based on currently available public information) is between $12 and $15 billion per year. If the Sprott ESG Approved Gold held by the Trust would increase in any given year by approximately 25% of that estimated output, the Mint has represented that it would have the operational capacity to refine such amount of Sprott ESG Approved Gold.  If the Trust’s increase would exceed that amount, the Trust would have to locate additional refiners, either in North America (for doré mined in North America) or elsewhere (for doré mined outside of North America); based on its experience in the gold industry, the Sponsor does not expect any difficulties with engaging such additional refiners in a timely manner.

Where You Can Find Current Information About ESG Criteria, Sprott ESG Approved Mining Companies and Sprott ESG Approved Mines

As of the date of this prospectus, the Sprott ESG Approved Mining Companies are Agnico Eagle Mines Limited and Yamana Gold Inc. and the Sprott ESG Approved Mines are Canadian Malartic, Detour Lake, Goldex, LaRonde Complex, Meadowbank Complex and Meliadine.  The Trust maintains and makes publicly available on its website (sprott.com/sesg) current lists of the ESG Criteria, and Sprott ESG Approved Mines and Sprott ESG Approved Mining Companies from which the Trust sources its Sprott ESG Approved Gold.

The Trust anticipates that Sprott ESG Approved Mines and Sprott ESG Approved Mining Companies may be added or removed from such lists over time based on, among other things, whether such Sprott ESG Approved Mines and Sprott ESG Approved Mining Companies meet the evolving ESG Criteria and whether they are Mint Approved Mines. The Trust will update the information on its website promptly after any change to the ESG Criteria, Sprott ESG Approved Mines or Sprott ESG Approved Mining Companies.

Initially, the Sponsor will evaluate mining companies with operations located primarily in Canada and the United States, which are jurisdictions with high standards of governance, oversight and adherence to regulations, as potential sources for Sprott ESG Approved Gold.  The Sponsor expects that, over time, mines in other jurisdictions may be evaluated as potential sources for Sprott ESG Approved Gold, provided that such mines can meet the ESG Criteria as described above.

Ongoing Monitoring Process

The Sponsor will monitor diligence processes for the Trust’s Sprott ESG Approved Gold Holdings held at the Mint, and the Mint has agreed to grant the Sponsor access to the Mint’s records relating to the Allocated Gold Custody Agreement for purposes of enabling the Sponsor to confirm that the Trust’s gold held by the Mint identified as Sprott ESG Approved Gold originates from one or more Sprott ESG Approved Mines. See “The Mint—Verification of Sprott ESG Approved Gold Held by the Mint” for more information.

Accordingly, the Sponsor will perform, or cause a designated representative to perform, due diligence in the form of periodic inspections, certifications and audits of the Trust’s Sprott ESG Approved Gold Holdings in accordance with the Allocated Gold Custody Agreement. It is possible that, upon such diligence, the Sponsor or its

43

designated representative could discover that certain of the Trust’s Sprott ESG Approved Gold Holdings were from mines that no longer satisfy the Trust’s ESG Criteria.  As described above, mining companies or mines that have been previously determined to satisfy the Trust’s ESG Criteria may be removed from the list of Sprott ESG Approved Mining Companies or Sprott ESG Approved Mines if the Sponsor determines that, due to errors in ongoing monitoring or diligence or additional information obtained by the Sponsor or the Mint, the mining company or mine should not remain on the list of Sprott ESG Approved Mining Companies or Sprott ESG Approved Mines. The Mint will also stop refining gold from Mint Approved Mines that no longer meet the Mint Responsible Sourcing Requirements, as determined by the Mint from time to time. In such a case, the Sponsor will determine, in its sole discretion, whether it is advisable to cause the Trust to exchange its gold holdings sourced from that mine.  If the Sponsor deems it advisable to exchange such gold holdings, it will use reasonable best efforts to exchange the gold in the normal course without adversely affecting the Trust, such as through allocating such gold to redemptions of Creation Units or selling such gold to pay the Trust’s expenses.  Costs for audits performed by the Sponsor or its designated representatives will be borne by the Sponsor.

There Is No Industry Standard for ESG Factors that Apply to Gold Production

There is no industry standard for ESG factors that apply to gold production. The ESG Criteria and the processes and methods for producing and using Sprott ESG Approved Gold for the Trust’s operations have been developed by the Sponsor specifically for the Trust; specifically, the Mint will segregate the doré, which is the term used for raw material created by mines that is used to refine gold, received from Sprott ESG Approved Mines from doré originating from non-Sprott ESG Approved Mines, and will segregate Sprott ESG Approved Gold from gold produced from doré originating from non-Sprott ESG Approved Mines. Sprott ESG Approved Gold will be produced by the Mint in special runs that will ensure that no gold from non-Sprott ESG Approved Mines will be included in the bars of Sprott ESG Approved Gold. No such special runs will take place until the launch of the Trust; therefore, there have been no market transactions in Sprott ESG Approved Gold. The Trust is not aware of a separate market for Sprott ESG Approved Gold and does not believe that one will develop. Bars that consist of Sprott ESG Approved Gold are not marked in any special way, nor do such bars have any special physical characteristics (aside from consisting only of Sprott ESG Approved Gold) and they are indistinguishable from LBMA London Good Delivery gold. Once Sprott ESG Approved Gold bars leave the possession of the Trust, they will be treated as regular LBMA London Good Delivery gold. It is not possible for a market participant to purchase all the Sprott ESG Approved Gold bars in order to affect the ability of the Trust to add Sprott ESG Approved Gold bars to its inventory, as the Trust relies on the Mint to refine and produce the Sprott ESG Approved Gold bars and does not rely on any bars that have left the possession of the Trust. Although there are additional costs associated with sourcing and producing Sprott ESG Approved Gold that will be included in the Sponsor’s fee, the value of the Sprott ESG Approved Gold held by the Trust will be determined by utilizing the LBMA Gold Price PM (as defined herein), which does not distinguish between gold that meets ESG Criteria and gold that does not. The ESG Criteria used by the Sponsor to screen the sources for the Trust’s Sprott ESG Approved Gold may or may not be consistent with current or future standards used by others in the industry.

How Sprott ESG Approved Gold will be Created for the Trust

As indicated above, the raw material created by mines that is used to refine gold is called “doré”. In order to create Sprott ESG Approved Gold, the Mint will, upon request by Sponsor on behalf of the Trust, from time to time refine doré from Sprott ESG Approved Mines to produce bars of Sprott ESG Approved Gold.  Because each Sprott ESG Approved Mine also is a Mint Approved Mine, the Mint has a contractual refining relationship with each Sprott ESG Approved Mine which enables it to source the doré to refine Sprott ESG Approved Gold. The doré used to create Sprott ESG Approved Gold is indistinguishable from doré already used by the Mint for gold production; no separate market or marketplace exists for gold produced using such doré. Sprott ESG Approved Gold is the combination of sourcing of the doré and production of the gold by the Mint in special production runs.

In order to ensure that the Sprott ESG Approved Gold created by the Mint uses only doré from Sprott ESG Approved Mines, the Mint will create the Trust’s Sprott ESG Approved Gold in special production runs, and will charge a special processing fee for that.  This special processing fee, along with any additional costs associated with the enhanced sourcing requirements of Sprott ESG Approved Gold, including researching, establishing and maintaining the ESG Criteria, assessing mining companies and mines against certain of the ESG Criteria and the diligence of the Trust’s Sprott ESG Approved Gold Holdings will be included in the Sponsor’s fee.

44

No Separate Market for Sprott ESG Approved Gold

As discussed in “Overview of the Gold Sector” section above and “Calculation of the Trust’s NAV” below, all London Good Delivery gold is deemed fungible by participants in the gold market and is valued the same.  For example, Pre-2012 LBMA Bars and Post-2012 LBMA Bars are priced identically, even though the doré to create gold Post-2012 LBMA Bars is subject to different and generally more rigorous responsible gold sourcing guidelines than gold used to create Pre-2012 LBMA Bars.

In addition, as indicated above, there is no industry standard for ESG factors that apply to gold production and even if an industry standard for ESG factors that apply to gold production were to develop, it is likely that such industry standards would be different than the ESG Criteria.  The ESG Criteria and the method for producing and using Sprott ESG Approved Gold for the Trust’s operations have been designed by the Sponsor specifically for the Trust, and the ESG Criteria are not used by anyone other than the Trust. The Mint will not conduct any special runs to produce Sprott ESG Approved Gold until the launch of the Trust; therefore, there have been no market transactions in Sprott ESG Approved Gold.  The Trust is not aware of a separate market for Sprott ESG Approved Gold and does not believe that one will develop, both because the ESG Criteria are unique to the Trust and the uniform pricing of London Good Delivery gold throughout the gold market, as shown by the example of Pre-2012 LBMA bars and Post-2012 LBMA bars.

Unallocated Gold

The Trust’s assets will also include unallocated physical gold bullion stored by the Mint in unallocated accounts on behalf of the Trust and cash. Unallocated gold is gold stored by or on behalf of the Mint in a pool on behalf of its customers; gold in that pool is not specifically designated as being held by a particular customer and shall mean, for purposes of the Trust, any gold that does not qualify as Sprott ESG Approved Gold.

While there is no minimum amount of Sprott ESG Approved Gold that the Trust will hold, the Sponsor expects to exchange the Trust’s holdings of unallocated physical gold into Sprott ESG Approved Gold as soon as reasonably practicable, to the extent that unallocated physical gold is not needed under the circumstances described herein.

45

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Trust is newly formed and has not commenced operations and therefore does not have any financial information on which to assess the Trust's financial condition or results of operations.

46

DESCRIPTION OF THE TRUST

General

The Trust is a statutory trust formed under the laws of Delaware.  Initially, the registry of Shareholders will be recorded in the books and records of the Trust by the Transfer Agent. Shares issued by the Trust will be held in electronic format through a book entry system.

The Trust is not registered as an investment company under the Investment Company Act and the Sponsor believes that the Trust is not required to register under the Investment Company Act.  The Trust is not a “commodity pool” for purposes of the CEA.

Purpose of the Trust

The investment objective of the Trust is for the Shares to closely reflect the performance of the price of gold, less the Trust’s expenses and liabilities, through an investment in physical gold bullion that meets certain ESG criteria determined by the Sponsor and on a temporary basis in unallocated gold.  The assets of the Trust that are held by the Mint consist primarily of fully allocated unencumbered Sprott ESG Approved Gold that is sourced only from Sprott ESG Approved Mines, as determined by the Sponsor, which operate with high ESG standards at the time such Sprott ESG Approved Gold is acquired by the Trust. These standards are intended to be even more rigorous than those used in the LBMA’s Responsible Sourcing Program and include numerous factors as described in “Sprott ESG Approved Gold and Unallocated Gold” above.

Assets of the Trust

The Trust’s assets are expected to consist primarily of Sprott ESG Approved Gold, unallocated physical gold bullion and cash. As described below, the Trust will hold unallocated gold on a temporary basis, particularly in connection with creations and redemptions. Such unallocated gold will not qualify as Sprott ESG Approved Gold. The Trust does not have a minimum amount of Sprott ESG Approved Gold that it is required to hold at any given time. Sprott ESG Approved Gold and unallocated gold are described in more detail in “Sprott ESG Approved Gold and Unallocated Gold” above.

The Trust will not trade in gold futures, options or swap contracts on any futures exchange or over the counter (“OTC”).  The Trust will not hold or trade in commodity futures contracts, “commodity interests”, or any other instruments regulated by the Commodity Exchange Act.  The Trust’s Cash Custodian may hold cash temporarily received from the sale of gold.  The Trust’s assets will only consist of Sprott ESG Approved Gold, unallocated gold and cash.

From time to time, on a temporary basis the Trust will hold unallocated physical gold bullion under the following circumstances: (1) in connection with transfers of gold to settle creations and redemptions of Creation Units (as defined below); (2) until additional Sprott ESG Approved Gold can be produced by the Mint; (3) to the extent that the Trust holds gold in an amount less than a whole bar; and (4) in connection with payment of expenses of the Trust.  Although the Trust intends to instruct the Mint to exchange unallocated physical gold bullion to Sprott ESG Approved Gold as soon as reasonably practicable, there is no limit on the amount of unallocated physical gold bullion that the Trust can hold.  The Mint’s ability to exchange unallocated physical gold bullion into Sprott ESG Approved Gold depends on various factors, including the size of the Trust’s unallocated physical gold bullion holdings, the Trust’s need for unallocated physical gold bullion to meet redemption requests, the availability of raw material for the Mint to produce additional Sprott ESG Approved Gold, the Mint’s production capacity and certain minimum size requirements.

The Trust does not intend to hold a certain amount and maintains no minimum amount of gold in unallocated form to satisfy redemption requests or to pay expenses.  Because the Trust has to pay the Sponsor’s fee on a monthly basis and may receive a redemption request on any given business day (days other than a Saturday, Sunday or holiday) (“Business Day”), the Trust expects to hold some amount of unallocated gold at any given point in time.  The Trust’s holdings of unallocated gold may be a significant percentage of the Trust’s assets if, for example, the Trust has

47

received more requests for creations than redemptions or the Trust’s unallocated gold holdings are not sufficient to meet certain minimum size requirements to exchange unallocated gold to Sprott ESG Approved Gold at the Mint.  There may be other times when the Trust’s holdings of unallocated gold are a significant percentage of the Trust’s assets, and there is no maximum percentage of the Trust’s assets that may consist of unallocated gold.  The Trust may need to instruct the Mint to exchange Sprott ESG Approved Gold into unallocated gold if insufficient unallocated gold is available to be sold to pay expenses or to meet redemption requests. Unallocated gold has been used for creation and redemption requests by gold ETFs and ETPs for many years and has become the main form of gold in which creation and redemption requests are settled. Because Authorized Participants (as defined below) expect redemption requests to be settled through the delivery of unallocated gold (as opposed to allocated gold which is in the form of physical bars), the Trust may at times need to exchange allocated for unallocated gold.

Because Sprott ESG Approved Gold can be sourced by the Mint only from a limited number of Sprott ESG Approved Mines, from time to time the Mint’s supply of raw material for Sprott ESG Approved Gold may not be sufficient to meet the Trust’s requests to convert unallocated gold received from the issuance of Creation Units into Sprott ESG Approved Gold.  The Mint expects that the creation of new Sprott ESG Approved Gold bars would take about five Business Days, subject to availability, the Mint’s production capacity and certain minimum size requirements.  Although the Trust intends to instruct the Mint to convert unallocated gold into Sprott ESG Approved Gold as soon as reasonably practicable, there is no limit on the amount of unallocated gold that the Trust can hold.  The Mint’s ability to convert unallocated gold into Sprott ESG Approved Gold will depend on various factors, including the size of the Trust’s unallocated gold holdings, the Trust’s need for unallocated gold to meet redemption requests or pay expenses and the availability of raw material from Sprott ESG Approved Mines that can be refined into Sprott ESG Approved Gold at the Mint.

The Trust will hold and record the ownership of the Trust's assets in such a manner that it will be owned for the benefit of the Shareholders for the purposes of, and subject to and limited by the terms and conditions set forth in, the Trust Agreement.

The Shares

The Trust will issue Shares, which represent fractional undivided beneficial interests in and ownership of the Trust.  The Shares may be purchased or redeemed on a continuous basis, but only from Authorized Participants in blocks of 50,000 Shares called “Creation Units.”  Individual Shares may not be purchased from or redeemed by the Trust.  Shareholders that are not Authorized Participants may not purchase or redeem Creation Units from the Trust.

The Shares are intended to constitute a simple and cost-effective means of making an investment similar to an investment in gold bullion that meets the ESG Criteria.  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.

Shares issued by the Trust will be registered in a book entry system and held in the name of Cede & Co. as nominee at the facilities of DTC, and one or more global certificates issued by the Trust to DTC will evidence the Shares. Shareholders may hold their Shares through DTC if they are direct participants in DTC (“DTC Participants”) or indirectly through entities (such as broker-dealers) that are DTC Participants.

See “Book-Entry-Only Shares” below for more details.

Trust Authorization

The Trust will be authorized to (i) issue Shares for U.S. dollars, (ii) obtain Sprott ESG Approved Gold in exchange for unallocated gold received in connection with the issuance of Shares, (iii) pay the Sponsor's fee and any Trust expenses in U.S. dollars and/or physical gold bullion, (iv) create and redeem Creation Units with Authorized Participants in-kind in exchange for unallocated gold, (v) cause the Sponsor to sell physical gold bullion, including Sprott ESG Approved Gold upon the termination of the Trust and to distribute the proceeds of such sales pro rata to the Shareholders with the remaining assets of the Trust after payment of all outstanding fees and expenses of the Trust and (vi) engage in activities that are necessary to accomplish the foregoing activities or are incidental thereto or

48

connected therewith. The Trust is passive and is not actively managed like a corporation or an active investment vehicle.

Trust Expenses

The Trust's only ordinary recurring expense is expected to be the Sponsor's fee.  The Sponsor's fee is accrued daily and is paid monthly in arrears at an annualized rate equal to 0.38% of the Trust’s daily NAV. The Sponsor’s fee may be paid in cash or in kind in an amount of unallocated gold valued in the same way as such Trust’s gold is valued for purposes of calculating the Trust’s NAV.  See “Calculation of the Trust’s NAV”.

In exchange for the Sponsor’s fee, the Sponsor has agreed to assume the ordinary administrative and other expenses of the Trust, which are the fees and expenses associated with the services provided by the Trustee, the Administrator, the Cash Custodian, the Transfer Agent, the Adviser, the Marketing Agent and the Mint, any costs charged by the Mint in connection with refining Sprott ESG Approved Gold, any costs associated with researching, establishing and maintaining the ESG Criteria and the diligence of the Trust’s Sprott ESG Approved Gold Holdings, NYSE Arca, Inc. (the “Exchange”) listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal fees and expenses (collectively, the “Sponsor Paid Expenses”).

The Sponsor, on behalf of the Trust, from time to time sells gold held by the Trust in such quantity as is necessary to permit payment of the Sponsor’s fee and may also sell gold in such quantities as may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor. The Sponsor is authorized 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 Sprott ESG Approved Gold. Accordingly, the amount of gold to be sold may vary from time to time depending on the level of the Trust’s expenses and liabilities and the market price of gold. The Sponsor, from time to time, may waive all or a portion of the Sponsor’s fee in its sole discretion depending on operational considerations affecting the Trust or in response to market conditions. See “The Sponsor—The Sponsor’s Fee” for more details.

The Trust will be responsible for fees and expenses that are not contractually assumed by the Sponsor, including but not limited to taxes and governmental charges, expenses related to extraordinary services performed by the Sponsor or other service provider of the Trust, and litigation and indemnification obligations of the Trust.

Security Ownership of Management

As of the date of this prospectus, the Sponsor, Trustee and the Sponsor’s management did not own any Shares as the Trust has not yet commenced operations except for the initial seed investment made by the Sponsor for purposes of creating audited seed financial statements.

Management; Voting by Shareholders

The Shareholders of the Trust take no part in the management or control, and have no voice in the operations or the business of the Trust. Under the Trust Agreement, Shareholders have limited voting rights with respect to the Trust. However, registered holders of at least twenty-five percent (25%) of the outstanding Shares have the right to require the Sponsor to cure any material breach by it of the Trust Agreement, and registered holders of at least fifty-one percent (51%) of the outstanding Shares must (i) consent to any material change to the Trust’s investment objective and (ii) consent to any appointment of one or more successor sponsors. The Shares do not represent a traditional investment and are not similar to shares of a corporation operating a business enterprise with management and a board of directors. All Shares are of the same class with equal rights and privileges. Each Share 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 any redemption rights.

The Sponsor and the Trustee may agree to amend the Trust Agreement without the consent of the holders of Shares, provided that, as described above, such amendment does not constitute a material change to the Trust’s investment objective. If an amendment imposes or increases fees or charges, except for taxes and other governmental charges, or prejudices a substantial right of holders of Shares, it will not become effective for outstanding Shares until

49

thirty (30) days after the Sponsor notifies Shareholders of the amendment. At the time an amendment becomes effective, by continuing to hold Shares or an interest therein, investors are deemed to agree to the amendment and to be bound by the Trust Agreement as amended.

The Sponsor will terminate the Trust Agreement if:

• the Sponsor is notified that the Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;

• upon (i) an admission of bankruptcy by the Sponsor or a court of competent jurisdiction has determined the Sponsor to be bankrupt or insolvent, or (ii) the Sponsor has identified a qualified successor sponsor and given notice of its voluntary withdrawal to each Shareholder (each, a “Withdrawal Event”), unless within ninety (90) days of such Withdrawal Event, Shareholders holding at least fifty-one percent (51%) of the outstanding Shares as of the Record Date (not including Shares held by the Sponsor or its affiliates) agree in writing to continue the Trust and to select, effective as of the date of such Withdrawal Event, one or more successive sponsors;

• sixty (60) days have elapsed since DTC or another depository has ceased to act as depository with respect to the Shares, and the Sponsor has not identified another depository that is willing to act in such capacity;

• the SEC determines that the Trust is an investment company under the Investment Company Act, and the Sponsor has actual knowledge of that determination and has made the determination that dissolution of the Trust is advisable;

• the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act and the Sponsor has actual knowledge of that determination has made the determination that dissolution of the Trust is advisable;

• after any Service Provider resigns or otherwise ceases to act in such capacity with respect to the Trust, and no replacement Service Provider is engaged, the Sponsor makes a determination that the dissolution of the Trust is advisable;

• the Trust becomes insolvent or bankrupt;

• all of the Trust’s assets are sold; or

• the Trust fails to qualify for treatment, or ceases to be treated, as a grantor trust for United States federal income tax purposes and the Sponsor has determined that the termination of the Trust is advisable.

The Trust has no termination date.  The Sponsor will notify DTC at least thirty (30) days before the date for termination of the Trust Agreement. After termination, the Sponsor and its agents will do the following under the Trust Agreement but nothing else: (i) discontinue the registration of transfers of Shares; (ii) collect distributions pertaining to Trust property; (iii) pay the Trust’s expenses and sell gold as necessary to meet those expenses; and (iv) deliver Trust property upon surrender and cancellation of Shares. Ninety (90) days or more after termination, the Sponsor may sell any remaining Trust property by public or private sale. After that, the Sponsor will hold the money it received on the sale, as well as any other cash it is holding under the Trust Agreement, for the pro rata benefit of the registered holders that have not surrendered their Shares. It will not invest the money and has no liability for interest. The Sponsor’s only obligations will be to account for the money and other cash, after deduction of applicable fees, Trust expenses and taxes and governmental charges.

Possible Repayment of Distributions Received by Shareholders and Other Payments by Shareholders

The Shares are limited liability investments; investors may not lose more than the amount that they invest including any appreciation in their investments. However, each Authorized Participant agrees in the Trust Agreement to reimburse the Trust for any taxes and governmental charges and fees payable in connection with the issuance and delivery of Creation Units, which costs may be passed on to any Shareholder(s) through which the Authorized Participant is acting.

50

CALCULATION OF THE TRUST'S NAV

The Trust's gold (in whatever form) and cash (if any) are carried, for financial statement purposes, at fair value, as required by the U.S. generally accepted accounting principles (“GAAP”). The Trust only invests in gold, but may have other assets on its balance sheet from time to time such as cash on a temporary basis or a receivable that is incidental to the operations of the Trust (for example, a receivable created as a result of a fee waiver from the Sponsor). On each Business Day at 4:00 p.m. (New York City time), or as soon thereafter as practicable (the “Evaluation Time”), the Administrator will evaluate and publish the sum of the values of the Sprott ESG Approved Gold held by the Trust (the “Sprott ESG Approved Gold Holdings”) and the Trust’s unallocated gold, less the liabilities and expenses of the Trust to calculate the Trust’s net asset value (“NAV”).

The Administrator will determine the price of the Trust’s gold, regardless of whether it is in the form of allocated Sprott ESG Approved Gold or unallocated gold, by utilizing the p.m. price of gold expressed in U.S. dollars, as published by the LBMA (the “LBMA Gold Price PM”), except as noted below. To calculate the Trust’s gold holdings, the Administrator will multiply the LBMA Gold Price by the amount of gold owned by the Trust as of the Evaluation Time on such day. All references to LBMA Gold Price PM are used with the permission of IBA and have been provided for information purposes only. IBA accepts no liability or responsibility for the accuracy of the prices or the underlying product to which the prices may be referenced. The LBMA Gold Price PM, which is used to value gold by many stakeholders in the securities industry, applies to all forms of gold and does not distinguish between Sprott ESG Approved Gold and other gold.

As described in the “Overview of the Gold Sector” section above, “London Good Delivery” means gold bars that meet the standard measure of quality in gold bullion as set forth by LBMA. All London Good Delivery gold is priced equally; the only requirement is that it meets LBMA standards.

Sprott ESG Approved Gold meets the standards of London Good Delivery gold bars and the more stringent ESG Criteria developed by the Sponsor and shall be from Sprott ESG Approved Mines.  As discussed above in the Sprott ESG Approved Gold and Unallocated Gold” sections, no separate market for Sprott ESG Approved Gold exists and none is expected to develop. Because Sprott ESG Approved Gold is London Good Delivery gold and because no separate market for Sprott ESG Approved Gold exists, the Sponsor determined that its Sprott ESG Approved Gold should be valued, for purposes of determining the NAV of the Trust, as London Good Delivery gold. The Trust reached that conclusion based on the fact that Pre-2012 LBMA Bars and Post-2012 LBMA Bars are valued the same.

The Administrator generally values the gold held by the Trust using that day’s LBMA Gold Price PM.  If there is no LBMA Gold Price PM on any day, the Administrator is authorized to use that day’s LBMA Gold Price AM, or the most recently announced LBMA Gold Price PM or LBMA Gold Price AM unless the Sponsor determines that such price is inappropriate as a basis for evaluation and determines to use fair value. The Sponsor may conclude that a previous day’s LBMA Gold Price is inappropriate if: (i) there is no LBMA Gold Price on that day; (ii) it differs significantly from recent price quotations or otherwise no longer appears to reflect fair value; or (iii) there is a significant event subsequent to the price being published. A “significant event” is deemed to occur if the Sponsor, determines in its reasonable business judgment prior to or at the time of pricing the Trust's gold that the event is likely to cause a material change to the price of gold held by the Trust..  LBMA Gold Price is the price per troy ounce, in U.S. dollars, of unallocated gold delivered in London determined by IBA following an electronic auction consisting of one or more 30-second rounds starting at 10:30 a.m. (London time) (in the case of LBMA Gold Price AM) or 3:00 p.m. (London time) (in the case of LBMA Gold Price PM) on each day that the London gold market is open for business, and published shortly thereafter. At the start of each round of auction, IBA publishes a price for that round. Participants then have 30 seconds to enter, change or cancel their orders (i.e., how much gold they want to buy or sell at that price). At the end of each round, order entry is frozen, and the system checks to see if the imbalance (i.e., the difference between buying and selling) is within the threshold (normally 10,000 troy ounces for gold). If the imbalance is outside the threshold at the end of a round, then the auction is not balanced, the price is adjusted and a new round starts. If the imbalance is within the threshold then the auction is finished, and the price is set as the LBMA Gold Price AM or LBMA Gold Price PM, as appropriate, for that day. Any imbalance is shared equally between all direct participants (even if they did not place orders or did not log in), and the net volume for each participant trades at the final price. The prices during the auction are determined by an algorithm that takes into account current market conditions and activity in the auction. Each auction is actively supervised by IBA staff. As of the date of this prospectus, information publicly available on IBA’s website indicates that the direct participants currently qualified

51

to submit orders during the electronic auctions used for the daily determination of the LBMA Gold Price are Bank of China, Bank of Communications, Coins ‘N Things Inc., Goldman Sachs, HSBC Bank USA NA, Industrial and Commercial Bank of China (ICBC), INTL FCStone, Jane Street Global Trading, LLC, JPMorgan Chase Bank N.A., Koch Supply and Trading LP, Marex Financial Limited, Morgan Stanley, Standard Chartered Bank, The Bank of Nova Scotia and Toronto Dominion Bank.

As described above, the Trust's NAV shall be equal to the sum of the value of the Sprott ESG Approved Gold Holdings and other assets, less the expenses and liabilities of the Trust. The NAV per Share, which is calculated by the Administrator on each Business Day, is equal to the Trust's NAV divided by the number of outstanding Shares.

The determinations that the Administrator makes will be made in good faith upon the basis of, and neither the Sponsor nor the Administrator will be liable for any errors contained in, information reasonably available to it. Neither the Sponsor nor the Administrator will be liable to the Shareholders or any other person for errors in judgment. However, the preceding liability exclusion will not protect the Sponsor or the Administrator against any liability resulting from gross negligence, willful misconduct or bad faith in the performance of their respective duties.

If the Sponsor deems it necessary, the Sponsor and the Administrator may agree to use a widely recognized pricing service for purposes of ascertaining the price of gold to use when calculating the Trust’s NAV.

52

THE SPONSOR

The Sponsor of the Trust is Sprott Asset Management LP. The Sponsor is a limited partnership formed under the laws of the Province of Ontario, Canada, pursuant to the Limited Partnerships Act (Ontario) by declaration dated September 17, 2008.  The Sponsor has offices in the United States and Canada.

The Sponsor’s Role

The Sponsor has agreed to assume the ordinary administrative and other expenses incurred by the Trust, which are the fees and expenses associated with the services provided by the Trustee (in its capacity as trustee of the Trust), the Administrator (in its capacity as administrator of the Trust), the Transfer Agent (in its capacity as administrator of the Trust), the Cash Custodian (in its capacity as cash custodian of the Trust) and the Mint (in its capacity as custodian of the Trust’s physical gold bullion), any expenses charged by the Mint in connection with refining Sprott ESG Approved Gold, any costs associated with researching, establishing and maintaining the ESG Criteria and the diligence of the Trust’s Sprott ESG Approved Gold Holdings and research of ESG Criteria, the Exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal fees and expenses.

The Sponsor does not exercise day-to-day oversight over the Trustee, the Administrator, the Transfer Agent, the Cash Custodian or the Mint.  Some of the responsibilities of the Sponsor include (i) selecting the Trust's service providers and, from time to time, engaging additional, successor or replacement service providers, which shall also include negotiating each service provider agreement and related fees on behalf of the Trust, (ii) facilitating registration of the Shares in book-entry form to be held in the name of Cede & Co. at the facilities of DTC, and (iii) performing such other services as the Sponsor believes the Trust may require. For a description of the book-entry process, please see “Book-Entry-Only-Shares” below.

Regulation of Sponsor

The Sponsor is registered as an investment adviser with the SEC and with the Ontario Securities Commission as an investment fund manager and a portfolio manager. It is also registered as an investment fund manager and portfolio manager in certain other provinces. The Sponsor’s operations are subject to the rules, regulations and policies of the Canadian Securities Administrators. The distribution of the securities of the various investment funds managed by the Sponsor is also subject to regulation under the securities legislation of those jurisdictions where such funds are sold.

The Sponsor is subject to regulations that cover all aspects of the securities business, including sales methods, trading practices, use and safekeeping of funds and securities, capital structure, record keeping, conflicts of interest and the conduct of directors, officers and employees. The Ontario Securities Commission, as the Sponsor’s principal regulator, has jurisdiction over the Sponsor and its activities and is empowered to conduct administrative proceedings that can result in censure, fine, the issuance of cease-and-desist orders or the suspension of registration of the Sponsor or its directors, officers or employees. The Sponsor is also subject to rules respecting the maintenance of minimum regulatory working capital and insurance. The Sponsor regularly reviews its policies, practices and procedures to ensure that they comply with current regulatory requirements and employees are routinely updated on all relevant legal requirements.

The Sponsor is also subject to Canadian federal and provincial privacy laws regarding the collection, use, disclosure and protection of client information.  The Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”), which is the Canadian federal privacy legislation governing the private sector, requires that organizations only use personal information for purposes that a reasonable person would consider appropriate in the circumstances and for the purposes for which it is collected.  The Trust will comply with the applicable requirements of PIPEDA and all applicable provincial personal information laws.  The Sponsor, on behalf of the Trust, collects personal information directly from the investors or through their financial advisor and/or dealer in order to provide such investor with services in connection with their investment, to meet legal and regulatory requirements and for any other purposes to which such investor may consent.

53

The Sponsor does not sell, lease, barter or otherwise deal with personal information collected by it with third parties.  The Sponsor carefully safeguards all personal information collected and retained by it and, to that end, restricts access to personal information to those employees and other persons who need to know the information to enable the Sponsor to provide its services.  Employees are responsible for ensuring the confidentiality of all personal information they may access.  Annually, each of the Sponsor’s employees is required to sign a code of conduct, which contains policies on the protection of personal information.

Key Personnel of the Sponsor

The Trust does not have any directors, officers or employees. The following persons, in their respective capacities as directors or executive officers of the Sponsor, perform certain functions with respect to the Trust:

Mr. John Ciampaglia, has more than 25 years of investment industry experience and serves as Chief Executive Officer of Sprott Asset Management and as Senior Managing Director of Sprott Inc. Previously, he was the Chief Operating Officer of Sprott Asset Management and Executive Vice President of Sprott Inc. Before joining Sprott in 2010, he was a Senior Executive at Invesco Canada and held the position of Senior Vice President, Product Development, responsible for strategic initiatives and for overseeing the product development function across multiple product lines and distribution channels. Prior to joining Invesco Canada, he spent more than four years at TD Asset Management, where he held progressively senior product management and research roles. Mr. Ciampaglia earned a Bachelor of Arts in Economics from York University, is a CFA^® charterholder and a Fellow of the Canadian Securities Institute.

Mr. Whitney George, serves as President of Sprott Inc. and Director of Sprott Asset Management LP and Chairman of Sprott U.S. Holdings, Inc. He is also a Senior Portfolio Manager at Sprott Asset Management USA. Mr. George joined Sprott in 2015 and previously spent 23 years in senior roles at Royce & Associates LLC ("Royce") in New York. He was Co-Chief Investment Officer of Royce from 2009 to 2013 and played a key role in the firm’s growth and evolution into a leading U.S. small-cap manager with peak assets of more than US$40 billion. At Sprott, Mr. George is also portfolio manager of Sprott Focus Trust (FUND), a closed-end equity investment fund that seeks to provide long-term growth of capital through a focused portfolio of value stocks of companies across all market capitalizations. Prior to joining Royce, Mr. George held positions with Dominick & Dominick, Inc., WR Lazard & Laidlaw, Inc., Laidlaw, Adams & Peck and Oppenheimer & Co. Inc. Whitney holds a bachelor's degree from Trinity College.

Ms. Varinder Bhathal, is the Managing Director of Finance and Investment Operations at Sprott Inc. In this role, she serves as Chief Financial Officer for all Sprott regulated subsidiaries and their investment funds. Prior to this expanded role, she most recently served as the Vice President of Finance for Sprott Inc. and was responsible for external reporting, financial planning and analysis, treasury and tax. Prior to joining Sprott, she served as Manager, Accounting at Abria Alternative Inc. Ms. Bhathal holds a Bachelor of Commerce degree from Ryerson University and is a CPA, CMA (Ontario).

In executing its duties on behalf of the Trust, the Sponsor is subject to the provisions of the Trust Agreement and the Sponsor’s Code of Ethics (a copy of which is available for review upon request at the offices of the Sponsor), which provide that the Sponsor will execute its duties in good faith and with a view to the best interests of the Trust and its Shareholders.

The Sponsor's Fee

The Sponsor’s fee accrues daily and is paid monthly in arrears at an annualized rate equal to 0.38% of the Trust’s daily NAV in exchange for the Sponsor assuming the responsibility to pay all ordinary administrative and other expenses of the Trust, which are the fees and expenses associated with the services provided by the Trustee, the Administrator, the Cash Custodian, the Transfer Agent, the Adviser, and the Mint, any costs associated with researching, establishing and maintaining the ESG Criteria and the diligence of Sprott ESG Approved Mining Companies and Sprott ESG Approved Mines, the Exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 in legal fees and expenses. See “The Trust—Trust Expenses.”

54

The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s fee at its discretion for stated period of time. The Trust will notify investors regarding waivers of the Sponsor’s fee for a specific time period in the Trust’s periodic reports filed under the Exchange Act.  The Sponsor may decide to waive all or a portion of its fee when, in the good faith judgment of the Sponsor, depending on operational considerations affecting the Trust or in response to market conditions. The Sponsor is under no obligation to continue a waiver of the Sponsor’s fee after the end of such stated period, and, if such waiver is not continued, the Sponsor’s fee will thereafter be paid in full. Presently, the Sponsor does not intend to waive any part of its fee.

Hypothetical Expense Example

The following table, prepared by the Sponsor, illustrates the anticipated impact of a decrease in the amount of gold represented by each outstanding Share for three years. It assumes that the only dispositions of gold will be those deliveries needed to pay the Sponsor’s Fee and that the price of gold (for purposes of this table, the average price of gold in 2020) and the number of Shares remain constant during the three-year period covered. The table does not show the impact of any extraordinary expenses the Trust may incur. Any such extraordinary expenses, if and when incurred, will accelerate the proportional decrease in the fractional amount of gold represented by each Share. In addition, the table does not show the effect of any waivers of the Sponsor’s fee that may be in effect from time to time.

	Year
		1			2			3
Hypothetical gold price per ounce	$	1,840.00		$	1,840.00		$	1,840.00
Sponsor’s Fee		0.38	%		0.38	%		0.38	%
Shares of Trust, beginning		100,000.00			100,000.00			100,000.00
Ounces of gold in Trust, beginning		2,000.00			1,992.40			1,984.83
Beginning adjusted net asset value of the Trust	$	3,680,000.00		$	3,666,016.00		$	3,652,085.14
Ounces of gold to be delivered to cover the Sponsor’s Fee		7.60			7.57			7.54
Ounces of gold in Trust, ending		1,992.40			1,984.83			1,977.29
Ending adjusted net asset value of the Trust	$	3,666,016.00		$	3,652,085.14		$	3,638,207.22
Ending NAV per share	$	36.66		$	36.52		$	36.38

The Sponsor’s fee may be paid in cash or in kind in an amount of unallocated gold valued in the same way as the Trust’s gold is valued for purposes of calculating the Trust’s NAV.  See “Calculation of the Trust’s NAV”.

Conflicts of Interest

The Sponsor is responsible for the management and administration of the Trust.  The Sponsor provides, and may in the future provide, management, investment advisory and/or sub-advisory services to other corporations, limited partnerships or other investment funds or managed accounts in addition to the Trust including, without limitation, the Ninepoint Gold Bullion Fund, the Ninepoint Silver Bullion Fund, the Sprott Physical Gold and Silver Trust, the Sprott Physical Gold Trust, the Sprott Physical Silver Trust and the Sprott Physical Platinum and Palladium Trust.  In the event that the Sponsor elects to undertake such activities and other business activities in the future, the Sponsor and its principals may be subject to conflicting demands in respect of allocating management time, services and other functions.  The Sponsor and its principals and affiliates endeavor to treat each client, investment pool and managed account fairly and not to favor one client, investment pool or managed account over another.

As disclosed in the section “Creation and Redemption of Shares,” the Mint will facilitate the transfer of gold in and out of the Trust through (i) accounts that Authorized Participants have established at a London Precious Metals Clearing Limited clearing bank and (ii) the Trust Unallocated Account and Trust Allocated Account it will maintain for the Trust.  Because the Sponsor will absorb any transaction costs associated with those transfers but will retain any gains, the Sponsor has an incentive to cause the Trust to engage in these transfers when gains are likely to occur.  In executing these and other duties on behalf of the Trust, the Sponsor is subject to the provisions of the Trust Agreement and the Sponsor’s Code of Ethics (a copy of which is available for review upon request at the offices of the Sponsor),

55

which provide that the Sponsor will execute its duties in good faith and with a view to the best interests of the Trust and its Shareholders.

56

CREATION AND REDEMPTION OF SHARES

Creation of Shares

The Trust issues and redeems Shares on a continuous basis but only in Creation Units of 50,000 Shares. Creation Units are only issued or redeemed on a Business Day, which must be a day that the Exchange is open for regular trading in exchange for an amount of unallocated gold equal in value to the aggregate NAV of the Creation Units being created or redeemed.

Only Authorized Participants, which are (i) registered broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required to register as broker-dealers to engage in securities transactions, and (ii) participants in The Depository Trust Company (“DTC”), who have entered into written agreements with the Sponsor and the Trust (each, an “Authorized Participant Agreement”) can deposit gold in the Trust Unallocated Account and receive Creation Units in exchange. Each Authorized Participant must maintain an unallocated gold account with a London Precious Metals Clearing Limited clearing bank (the “London Gold Clearing Bank”). The creation or redemption of Creation Units is only made in exchange for LBMA unallocated gold delivered to the Trust by an Authorized Participant or from the Trust to an Authorized Participant.  Unallocated gold delivered to the Trust in connection with the creation of Creation Units will be exchanged by the Mint into Sprott ESG Approved Gold as described in “Exchange of Unallocated Gold to Sprott ESG Approved Gold and Sprott ESG Approved Gold to Unallocated Gold” below; likewise, whenever there is a redemption of Creation Units, the Mint will exchange Sprott ESG Approved Gold into unallocated gold. All exchanges of unallocated gold to Sprott ESG Approved Gold and from Sprott ESG Approved Gold to unallocated gold are on a 1:1 basis, that is, each ounce of unallocated gold upon conversion will result in one ounce of gold content in the form of Sprott ESG Approved Gold, and vice versa.  For purposes of such conversion, the Mint treats the content of gold contained in Sprott ESG Approved Gold as fully fungible with the gold the Mint holds on an unallocated basis, whether such unallocated gold originates from material sourced from Sprott ESG Approved Mines or elsewhere, given once the rough material is refined and fineness is taken into account, the resulting gold becomes interchangeable from the Mint's perspective. Fees incurred with the exchange will be borne by the Sponsor, not the Trust.

The Authorized Participant Agreement sets forth the procedures for the creation and redemption of Creation Units. Under the Authorized Participant Agreement, the Sponsor may delegate its duties and obligations to the Marketing Agent, the Administrator or the Transfer Agent without consent from any Shareholder or Authorized Participant. An Authorized Participant will be required to enter into a trading agreement with the Mint for purposes of facilitating transfers of unallocated gold between the Trust and the Authorized Participant.

Upon the deposit of the corresponding amount of unallocated gold with the Trust, and the payment of the Transfer Agent’s applicable fee and of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes or fees), the Transfer Agent will deliver the appropriate number of Creation Units to the DTC account of the depositing Authorized Participant. As of the date of this prospectus, Virtu Americas LLC is the only Authorized Participant, though in the future other entities may become Authorized Participants. The Mint will then deliver Sprott ESG Approved Gold bars or, on a temporary basis until additional Sprott ESG Approved Gold can be refined by the Mint, unallocated gold, to the Trust.  The Sponsor and the Transfer Agent maintain a current list of Authorized Participants, which is available on the Trust’s website or by written request to the Sponsor. Sprott ESG Approved Gold must meet the specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of London Good Delivery gold bars, must be produced by refiners that meet certain throughput and tangible net worth requirements as set forth in “Good Delivery List Rules - Conditions for Listing for Good Delivery Refiners” published by the LBMA and must be sourced from Sprott ESG Approved Mines.

Before making a deposit, the Authorized Participant must deliver to the Transfer Agent a written purchase order or submit a purchase order for a specified number of Creation Units through the Transfer Agent’s electronic order entry system, indicating the number of Creation Units it intends to acquire (a “Purchase Order”). If an Authorized Participant places a creation order for a Creation Unit, it will deliver unallocated gold to the Trust, and the Mint will subsequently exchange the unallocated gold into an equal amount of Sprott ESG Approved Gold. The Mint stores Sprott ESG Approved Gold for the account of the Trust on an allocated basis (i.e., numbered gold bars held in the Mint’s nominated vaults are identified in the Mint’s records as belonging to the Trust).  Generally, the Mint will also, from time to time, on a temporary basis store unallocated physical gold bullion under the following circumstances:

57

(1) in connection with transfers of gold to settle creations and redemptions of Creation Units; (2) until additional Sprott  ESG Approved Gold can be produced by the Mint; (3) to the extent that the Trust holds gold in an amount less than a whole bar; and (4) in connection with payment of expenses of the Trust.

In connection with creations and redemptions of Creation Units, the Authorized Participant will be required to deliver or receive unallocated gold to or from the Trust, as applicable, in an amount at least equal to the aggregate NAV of the number of Creation Units that are part of the Purchase Order or Redemption Order (as defined below), as the case may be (the “Basket Gold Amount”). Because Sprott ESG Approved Gold can be sourced by the Mint only from a limited number of suppliers, from time to time, on a temporary basis until additional Sprott ESG Approved Gold can be produced by the Mint, the Trust will hold gold in unallocated form. No Shares are issued unless the Mint has received the corresponding amount of unallocated gold from the Authorized Participant and allocated it to the Trust Unallocated Account at the Mint.  The Transfer Agent will acknowledge the Purchase Order unless it or the Sponsor decides to refuse the deposit as described below under “Requirements for Transfer Agent Actions.” The date that the Transfer Agent confirms a Purchase Order or Redemption Order is the “Order Date.” Purchase Orders received by the Transfer Agent after 3:59:59 p.m. (New York time) on a Business Day will not be accepted and should be resubmitted on the next following Business Day. For purposes of the creation and redemption process, a “Business Day” is defined as any day other than: (i) a Saturday or a Sunday or (ii) a day on which the Exchange is closed for regular trading.

Where the Transfer Agent and/or Marketing Agent accepts the Purchase Order, a copy of the Purchase Order endorsed "Accepted" will be transmitted to the Authorized Participant, via facsimile or electronic mail message, no later than 7:00 p.m. (New York time) on the date such Purchase Order is received, or deemed received.  Such copy will indicate the Basket Gold Amount that the Mint must receive (on behalf of the Trust) from the Authorized Participant for each Creation Unit. In the case of Purchase Orders submitted via the Transfer Agent’s electronic order system, the Authorized Participant will receive an automated email indicating the acceptance of the Purchase Order and the Purchase Order will be marked “Accepted” in the Transfer Agent’s electronic order system. Prior to the Transfer Agent’s acceptance as specified above, a Purchase Order only represents the Authorized Participant’s unilateral offer to deposit unallocated gold in exchange for Creation Units and has no binding effect upon the Trust, the Transfer Agent, the Mint or any other party.

The Basket Gold Amount necessary for the creation of a Creation Unit changes from day to day. At the creation of the Trust, the initial Basket Gold Amount was 2,000.000 ounces of gold. On each day that the Exchange is open for regular trading, the Transfer Agent adjusts the quantity of Sprott ESG Approved Gold constituting the Basket Gold Amount as appropriate to reflect sales of gold, any loss of Sprott ESG Approved Gold that may occur, and accrued expenses. The computation is made by the Administrator as promptly as practicable after 4:00 p.m. (New York time). See “Calculation of the Trust’s NAV” for a description of how the LBMA Gold Price PM is determined, and description of how the Administrator determines the NAV. The Transfer Agent determines the Basket Gold Amount for a given day by multiplying the NAV per Share by the number of Shares in each Creation Unit (50,000) and dividing the resulting product by that day’s LBMA Gold Price PM. Fractions of a fine ounce of gold smaller than 0.001 fine ounce are disregarded for purposes of the computation of the Basket Gold Amount. The Basket Gold Amount so determined is communicated via facsimile or electronic mail message to all Authorized Participants, and made available on the Sponsor’s website for the Trust. The Exchange also publishes the Basket Gold Amount determined by the Transfer Agent as indicated above.

Because the Sponsor has assumed what are expected to be most of the Trust’s expenses, and the Sponsor’s fee accrues daily at the same rate, in the absence of any extraordinary expenses or liabilities, the amount of Sprott ESG Approved Gold by which the Basket Gold Amount decreases each day is predictable. The Transfer Agent intends to make available on each Business Day through the same channels used to disseminate the actual Basket Gold Amount determined by the Transfer Agent as indicated above an indicative Basket Gold Amount for the next Business Day. Authorized Participants may use that indicative Basket Gold Amount as guidance regarding the amount of gold that they may expect to have to deposit with the Trust in respect of Purchase Orders placed by them on such next Business Day and accepted by the Transfer Agent. The agreement entered into with each Authorized Participant provides, however, that once a Purchase Order has been accepted by the Transfer Agent, the Authorized Participant will be required to deposit with the Mint the Basket Gold Amount determined by the Transfer Agent on the effective date of the Purchase Order.

58

The Sponsor may, in its discretion, suspend creations, or postpone the settlement date of a Purchase Order, (i) for any period during which the Exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a Purchase Order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of Shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

The Sponsor or the Transfer Agent may reject a Purchase Order if:

• The Sponsor or the Transfer Agent determines that the Purchase Order is not in proper form;

• Acceptance or receipt of the Purchase Order would be unlawful in the opinion of Sponsor’s counsel;

• The Sponsor believes that the acceptance or receipt of the Purchase Order would have adverse tax consequences to the Trust or its Shareholders; or

• Circumstances outside the control of the Sponsor or the Transfer Agent make it, for all practical purposes, not feasible to process creations of Creation Units.

The Sponsor will not be liable for the rejection of any Purchase Order.

The Trust also may not be able to create new Creation Units at any time if there is an insufficient amount of Shares registered in this offering or if another legal or operational impediment to creating new Creation Units arises.

Redemption of Shares; Withdrawal of Sprott ESG Approved Gold

Authorized Participants may surrender Creation Units in exchange for the corresponding amount of gold announced by the Transfer Agent. Generally, all gold delivered to Authorized Participants in connection with such redemptions will be in unallocated form. The Sponsor will instruct the Mint to exchange Sprott ESG Approved Gold into unallocated gold using the procedure described above if the Trust does not have sufficient unallocated gold to meet a redemption request. Upon the surrender of such Shares and the payment of the Transfer Agent’s applicable fee and of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes or fees), the Transfer Agent will deliver to the order of the redeeming Authorized Participant the amount of unallocated gold corresponding to the aggregate NAV of the redeemed Creation Unitsto such Authorized Participant’s account at a London Gold Clearing Bank. Shares can only be surrendered for redemption in Creation Units of 50,000 Shares each.

Before surrendering Creation Units for redemption, an Authorized Participant must deliver to the Transfer Agent a written request, or submit a redemption order through the Transfer Agent’s electronic order entry system, indicating the number of Creation Units it intends to redeem (a “Redemption Order”). The Order Date determines the Basket Gold Amount to be received in exchange. However, orders received by the Transfer Agent after 3:59:59 p.m. (New York time) on a Business Day will not be accepted and should be resubmitted on the next following Business Day.

After the number of Creation Units corresponding to a Redemption Order has been surrendered to the Trust and the Authorized Participant has paid the applicable transaction fee, the Mint will deliver the unallocated gold to the redeeming Authorized Participant’s account at a London Gold Clearing Bank representing the amount of the unallocated gold held by the Trust evidenced by the Shares being redeemed as of the date of the redemption order. All taxes incurred in connection with the delivery of the Basket Gold Amount from the Trust in exchange for Creation Units (including any applicable value added tax) will be the sole responsibility of the Authorized Participant making such delivery.

Unless otherwise agreed to by the Mint, the Basket Gold Amount is delivered to the redeeming Authorized Participants in the form of unallocated gold. The Mint will facilitate the transfer of gold in and out of the Trust through (i) accounts that Authorized Participants have established at a London Precious Metals Clearing Limited clearing bank and (ii) the Trust Unallocated Account and Trust Allocated Account it will maintain for the Trust. When causing the

59

Trust to enter into these transfers, the Sponsor will absorb the Trust’s transaction costs but will retain any gains. To the extent that the Trust’s existing holdings of unallocated gold are insufficient to meet a redemption request, the Trust will be required to request that the Mint convert Sprott ESG Approved Gold to unallocated gold, which may result in delays in the Trust’s ability to meet redemption requests from Authorized Participants.

Redemptions may be suspended or the settlement date of a Redemption Order may be postponed only (1) 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 (2) during an emergency as a result of which fulfillment of a Redemption Order is not reasonably practicable, (3) when the Trust needs additional time to transfer additional unallocated gold that can be delivered to a redeeming Authorized Participant or (4) for such other period as the Sponsor determines to be necessary for the protection of Shareholders.

The Sponsor or the Transfer Agent may reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement. The Sponsor or the Transfer Agent will reject a redemption order if the acceptance or receipt of the order, in the opinion of its counsel, might be unlawful.  Neither the Sponsor nor the Transfer Agent will be liable to any person or in any way for any loss of damages that may result from any suspension or redemptions or postponement or rejection of a Redemption Order.

Fees and Expenses of the Transfer Agent

Each Purchase Order and Redemption Order (including if the Trust Agreement terminates) that is accepted requires a payment to the Transfer Agent of a fee of $500 (or such other fee as the Transfer Agent, with the prior written consent of the Sponsor, may from time to time announce).

The Transfer Agent 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 Transfer Agent may take to protect the Trust or the interests of the holders.

Exchange of Unallocated Gold to Sprott ESG Approved Gold and Sprott ESG Approved Gold to Unallocated Gold

Creations and redemptions of Creation Units will be settled in unallocated gold, meaning that if an Authorized Participant places a creation order for a Creation Unit, it will deliver unallocated gold to the Trust, which will be held in the Trust Unallocated Account. The Mint will subsequently exchange the unallocated gold into an equal amount of Sprott ESG Approved Gold as described in “How Sprott ESG Approved Gold Will be Created for the Trust” above upon receipt of instructions from the Sponsor on behalf of the Trust to do so.  Once exchanged into bars of Sprott ESG Approved Gold, the Mint stores such gold for account of the Trust on an allocated basis (i.e., numbered gold bars held in the Mint’s nominated vaults are identified in the Mint’s records as belonging to the Trust).

The Mint expects that it will be able to produce Sprott ESG Approved Gold within approximately five Business Days following the receipt of completed conversion request by the Sponsor on behalf of the Trust to exchange unallocated gold into Sprott ESG Approved Gold, subject to production capacity, availability and size requirements. The Business Day on which the conversion is to occur will be confirmed to the Sponsor in writing by the Mint.  The Mint will issue a receipt of deposit of the bars of Sprott ESG Approved Gold to the Trust Allocated Account on the Business Day the production of all Sprott ESG Approved Gold underlying a conversion request form is completed and the Sprott ESG Approved Gold has been delivered to the Trust Allocated Account.

Like creations, redemptions of Creation Units will be settled in unallocated gold. If there is not sufficient unallocated gold in the Trust Unallocated Account, the Mint will exchange Sprott ESG Approved Gold for an equal amount of unallocated gold upon the receipt of proper instructions from the Sponsor on behalf of the Trust to exchange an amount of Sprott ESG Approved Gold from the Trust Allocated Account and deposit an equal amount of unallocated gold into the Trust Unallocated Account.  The Sponsor will make such exchange requests based on its determination of the Trust’s needs for unallocated gold to meet redemption requests and to pay expenses.  The written exchange request must specify the Sprott ESG Approved Gold to be exchanged, including, for each bar to be exchanged, the bar number, the weight in fine and gross troy ounces and the assay characteristics.   Exchanges of

60

Sprott ESG Approved Gold into unallocated gold will be processed within one (1) Business Day from reception of proper and complete instructions in writing and will be confirmed by the Mint by facsimile or email on the day the exchange is completed.  The Mint will issue a confirmation of a completed exchange by facsimile or by e-mail on the Business Day that the exchange is completed.

All exchanges of unallocated gold to Sprott ESG Approved Gold and from Sprott ESG Approved Gold to unallocated gold are on a 1:1 basis, that is, each ounce of unallocated gold upon conversion will result in one ounce of gold content in the form of Sprott ESG Approved Gold, and vice versa.  For purposes of such conversion, the Mint treats the content of gold contained in Sprott ESG Approved Gold as fully fungible with the gold the Mint holds on an unallocated basis, whether such unallocated gold originates from material sourced from Sprott ESG Approved Mines or elsewhere, given once the rough material is refined and fineness is taken into account, the resulting gold becomes interchangeable from the Mint's perspective.  Fees incurred with the exchange will be included in the Sponsor’s fee.

61

THE TRUSTEE

General

The Delaware Trust Company serves as the trustee of the Trust pursuant to the terms of the Trust Agreement.  The Trustee, a Delaware trust company, has its principal office at 251 Little Falls Drive, Wilmington, DE 19808.

The Trustee’s Role

The Trustee is a fiduciary under the Trust Agreement and must satisfy the requirements of Section 3807 of the Delaware Trust Statute. However, the fiduciary duties, responsibilities and liabilities of the Trustee are limited by, and are only those specifically set forth in, the Trust Agreement.

Under the Trust Agreement, the Sponsor has exclusive control of the management of all aspects of the activities of the Trust and the Trustee has only nominal duties and liabilities to the Trust. The Trustee is appointed to serve as the trustee for the sole purpose of satisfying Section 3807(a) of the DSTA which requires that the Trust have at least one trustee with a principal place of business in the State of Delaware. The duties of the Trustee are limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Trustee is required to execute under the DSTA. To the extent the Trustee has duties (including fiduciary duties) and liabilities to the Trust or the Shareholders under the DSTA, such duties and liabilities will be replaced by the duties and liabilities of the Trustee expressly set forth in the Trust Agreement. The Trustee will have no obligation to supervise, nor will it be liable for, the acts or omissions of the Sponsor, Transfer Agent, a custodian or any other person. See “Description of the Trust Documents—The Trustee” for more information.

The Trustee is permitted to resign upon at least sixty (60) days’ notice to the Trust, provided, that any such resignation will not be effective until a successor Trustee is appointed by the Sponsor.  The Trustee’s duties and liabilities with respect to the offering of Shares and management of the Trust are limited to its express obligations under the Trust Agreement.

Trustee's Fee and Indemnity

The Trustee will be compensated by the Trust, out of the Sponsor's fee, for the Trustee's fees. The Trustee will be indemnified by the Trust for any expenses it incurs that arise out of or are imposed upon or asserted at any time against it in connection with the execution or delivery of the Trust Agreement relating to or arising out of the creation, operation or termination of the Trust, or the performance of its obligations pursuant to the Trust Agreement or the transactions contemplated thereby, except to the extent that such expenses result from gross negligence, willful misconduct or bad faith of the Trustee; provided that any such indemnification will be recoverable only from the assets of the Trust.

The Trustee and any of the officers, directors, affiliates, employees and agents of the Trustee shall be indemnified by the Trust and held harmless against any loss, damage, liability (including liability under state or federal securities laws), claim, action, suit, cost, expense, disbursement (including the reasonable fees and expenses of counsel generally and in connection with its enforcement of its indemnification rights), tax or penalty of any kind and nature whatsoever, to the extent arising out of, imposed upon or asserted at any time against such indemnified person in connection with the execution or delivery of the Trust Agreement, the performance of its obligations under the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated therein; provided, however, that (i) the Trust shall not be required to indemnify any such indemnified person for any such expenses which are a result of the willful misconduct, bad faith or gross negligence related to the express duties of the Trustee and (ii) any such indemnification will be recoverable only from the assets of the Trust. As security for any amounts owing to the Trustee under the above-referenced indemnity, the Trustee shall have a lien against the Trust property. The obligations of the Trust to indemnify such indemnified persons under the Trust Agreement shall survive resignation or removal of the Trustee and the termination of the Trust Agreement.

62

THE CASH CUSTODIAN

General

Pursuant to the terms in the Trust Agreement and the Cash Custody Agreement, The Bank of New York Mellon will serve as the Trust's cash custodian (the “Cash Custodian”). The Cash Custodian will maintain a custodial account that holds Cash for the benefit of the Trust (the “Cash Account”).

Duties of the Cash Custodian

The Cash Custodian will deposit Cash received on account of the sale of the Trust’s gold in the Trust’s Cash Account with the Cash Custodian. From time to time, the Sponsor may direct the Cash Custodian to withdraw Cash from the Trust’s Cash Account to pay certain fees and expenses of the Trust, including but not limited to the Sponsor’s fee. See “Description of the Trust Documents—Description of the Cash Custody Agreement” for more information.

Cash Custodian's Fee

The Cash Custodian will be compensated out of the Sponsor's fee for the Cash Custodian's services under the Cash Custody Agreement.

63

THE MINT

General

The Royal Canadian Mint (the “Mint”) will serve as custodian of the Trust’s gold and will provide inventory information to the Trust through the Sponsor and the Transfer Agent pursuant to the Gold Storage Agreements. The Mint also produces Sprott ESG Approved Gold in bar form for the Trust. The principal office of the Mint is located at 320 Sussex Drive, Ottawa, Ontario, Canada K1A 0G8. The Mint is a Canadian Crown corporation responsible for the minting and distribution of Canada’s circulation coins.  An ISO 9001-2000 certified company, the Mint offers a wide range of specialized, high quality coinage products and related services on an international scale.

The Mint is subject to the Access to Information Act (Canada) and is required thereunder to respond within statutory deadlines to any access to information request. In so doing, the Mint will manage any disclosure of records it deems responsive in its control in accordance with the Access to Information Act and will redact commercially sensitive third party information as permitted by law. The Mint is subject to the Privacy Act (Canada), which is the Canadian federal public sector privacy legislation regarding the collection, use, disclosure and protection of personal information. The Privacy Act requires that the Mint only use personal information for the purposes for which it is collected. The Mint will comply with the applicable requirements of the Privacy Act and will not share personal information collected through its due diligence activities with any third party, including but not to limited to, the Sponsor and the Trust.

The Mint’s Role

The Mint is responsible for receiving and safekeeping the Trust’s gold. The Mint will store the Trust’s Sprott ESG Approved Gold in its own vaulting facilities, generally in Ontario, Canada, or such other locations where the Mint may maintain vaulting facilities from times to time.

The Mint stores Sprott ESG Approved Gold for the account of the Trust on an allocated basis (i.e., numbered gold bars held in the Mint’s nominated vaults are identified in the Mint’s records as belonging to the Trust) in the Trust’s allocated account (the “Trust Allocated Account”), except where gold is temporarily held in an unallocated accounton an unallocated basis in the Trust’s unallocated account (the “Trust Unallocated Account”) (collectively, the Trust Allocated Account and Trust Unallocated Account are referred to as the “Gold Accounts”).  Unallocated gold is gold stored by or on behalf of the Mint on behalf of its customers consisting of gold that is not specifically designated as being held by a particular customer and will not qualify as Sprott ESG Approved Gold. The Mint will facilitate the transfer of gold in and out of the Trust through (i) accounts that Authorized Participants (as defined below) have established at a London Precious Metals Clearing Limited clearing bank and (ii) the Trust Unallocated Account and Trust Allocated Account it will maintain for the Trust. From time to time, on a temporary basis the Trust will hold unallocated physical gold bullion under the following circumstances: (1) in connection with transfers of gold to settle creations and redemptions of Creation Units; (2) until additional Sprott ESG Approved Gold can be produced by the Mint; (3) to the extent that the Trust holds gold in an amount less than a whole bar; and (4) in connection with payment of expenses of the Trust.

In order to create Sprott ESG Approved Gold, the Mint will, upon request by the Sponsor on behalf of the Trust as indicated below, from time to time refine doré from Sprott ESG Approved Mines to produce bars of Sprott ESG Approved Gold. The doré used to create Sprott ESG Approved Gold is indistinguishable from doré already used by the Mint for gold production;¹ no separate market or marketplace exists for gold produced using such doré. Sprott ESG Approved Gold is the combination of sourcing of the doré and production of the gold by the Mint in special production runs.

In order to ensure that the Sprott ESG Approved Gold created by the Mint uses only doré from Sprott ESG Approved Mines, the Mint will create the Trust’s Sprott ESG Approved Gold in special production runs, and will charge a special processing fee for that.  This special processing fee, along with any additional costs associated with the enhanced sourcing requirements of Sprott ESG Approved Gold, including researching, establishing and  maintaining the ESG Criteria, assessing mining companies and mines against certain of the ESG Criteria and the

¹The Mint uses doré from these mines to create Post-2012 LBMA Bars.

64

diligence of the Trust’s Sprott ESG Approved Gold Holdings will be included in the Sponsor’s fee.  All exchanges of unallocated gold to Sprott ESG Approved Gold and from Sprott ESG Approved Gold to unallocated gold are on a 1:1 basis, that is, each ounce of unallocated gold upon conversion will result in one ounce of gold content in the form of Sprott ESG Approved Gold, and vice versa.  For purposes of such conversion, the Mint treats the content of gold contained in Sprott ESG Approved Gold as fully fungible with the gold the Mint holds on an unallocated basis, whether such unallocated gold originates from material sourced from Sprott ESG Approved Mines or elsewhere, given once the rough material is refined and fineness is taken into account, the resulting gold becomes interchangeable from the Mint's perspective.

The Mint will convert unallocated gold into Sprott ESG Approved Gold after receipt of a completed withdrawal request form from the Sponsor on behalf of the Trust to withdraw an amount of unallocated gold from the Trust Unallocated Account and deposit Sprott ESG Approved Gold in the form of 400-Ounce London Good Delivery bars into the Trust Allocated Account.  The Sponsor will make such withdrawal requests based on its determination of the Trust’s needs for unallocated gold to meet redemption requests and to pay expenses, and the ability of the Mint to satisfy the Trust’s request.  This deposit of Sprott ESG Approved Gold takes place once the applicable amount of Sprott ESG Approved Gold has been refined by the Mint, at which point the Mint will move the Sprott ESG Approved Gold to the Trust Allocated Account and debit the corresponding amount of gold from the Trust Unallocated Account. The Mint expects that it will be able to refine and produce Sprott ESG Approved Gold within approximately five Business Days following the receipt of completed withdrawal request, subject to production capacity, availability and minimum size requirements.  The Business Day on which the physical withdrawal is to occur will be confirmed to the Sponsor in writing by the Mint. The Mint will issue a receipt of deposit to the Sponsor by facsimile or by e-mail on the Business Day the production of all Sprott ESG Approved Gold underlying a withdrawal request form is completed.

The Mint will exchange Sprott ESG Approved Gold for an equal amount of unallocated gold upon the receipt of proper instructions from the Sponsor on behalf of the Trust to exchange an amount of Sprott ESG Approved Gold from the Trust Allocated Account and deposit unallocated gold into the Trust Unallocated Account. In this process, the Mint will exchange Sprott ESG Approved Gold for an equal amount of unallocated gold by moving gold from the Trust Allocated Account and depositing an equal amount of unallocated gold into the Trust Unallocated Account. The Sponsor will make such exchange requests based on its determination of the Trust’s needs for unallocated gold to meet redemption requests and to pay expenses. The written exchange request must specify the Sprott ESG Approved Gold to be exchanged, including, for each bar to be exchanged, the bar number, the weight in fine and gross troy ounces and the assay characteristics.  Exchanges of Sprott ESG Approved Gold into unallocated gold will be processed within one (1) Business Day from reception of proper and complete instructions in writing and will be confirmed by the Mint by facsimile or email on the day the exchange is completed.  The Mint will issue a confirmation of a completed exchange to the Sponsor by facsimile or by e-mail on the Business Day that the exchange is completed.

Bars that consist of Sprott ESG Approved Gold are not marked in any special way, nor do such bars have any special physical characteristics (aside from consisting only of Sprott ESG Approved Gold) and they are indistinguishable from other London Good Delivery bars. Once Sprott ESG Approved Gold bars leave the possession of the Trust, they will be treated as regular LBMA London Good Delivery bars by the Mint and comingled with other unallocated gold held by the Mint; therefore, Sprott ESG Approved Gold that is converted into unallocated gold will not remain available to meet future requests to convert unallocated gold to Sprott ESG Approved Gold.

The Sponsor receives daily reports regarding transfers of Sprott ESG Approved Gold into and out of the Gold Accounts.  All transfers into and out of the Gold Accounts can only be made upon receipt of, and in accordance with, instructions given by authorized persons of the Sponsor (on behalf of the Trust) to the appropriate personnel at the Mint.  Such instructions may only be given by SWIFT transmission or by such other means (if any) as are specified in the Gold Storage Agreements.

The Mint carries such insurance as it deems appropriate for its businesses and its position as the Trust’s Gold Custodian, and will provide the Sponsor with at least sixty (60) days’ notice of any cancellation or termination of such coverage.  The Trust’s ability to recover from the Mint for lost, stolen, destroyed or damaged Sprott ESG Approved Gold or unallocated gold for which the Mint is liable pursuant to the terms of the Gold Storage Agreements is not contingent upon the Mint’s ability to claim on its own insurance.

65

A summary of the material terms of the Gold Storage Agreements appear in the “Description of the Trust Documents” section of this prospectus.

Potential Liability of the Mint

Except as otherwise provided in the Gold Storage Agreements, the Mint bears all risk of loss, theft, destruction and/or damage to the gold of the Trust delivered to the Mint’s facility (or to be delivered to the Mint’s facility in the event the Mint arranges for the transportation of same) for storage under the Gold Storage Agreements from the time the gold has been taken into the Mint’s possession and control, whether through physical delivery or through a transfer of such gold from a different customer’s account at the Mint, and if the Mint arranges for the transportation of the gold to the Mint’s facility, from the time the Mint’s designated carrier signs a receipt therefor after the gold has been loaded on the collecting vehicle in the Mint’s custody.

Notwithstanding anything to the contrary in the Gold Storage Agreements, the Mint is not liable for any damages, losses (including loss, theft, destruction and/or damage of Sprott ESG Approved Gold or unallocated gold), costs and/or expenses and/or for non-performance and/or delays of service caused by or resulting from any of the following, whether suffered directly or indirectly by the Mint:

(a) either: (1) war, hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (i) by any government or sovereign power (de jure or de facto), or by any authority maintaining or using military, naval or air forces; or (ii) by military, naval or air forces; or (iii) by an agent of any such government, power, authority or forces; or (2) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence or confiscation by order of any government or public authority;

(b) either: (i) any chemical, biological, or electromagnetic weapon; (ii) the use or operation, as a means for inflicting harm, of any computer, computer system, computer software, computer software program, malicious code, computer virus or process or any other electronic system; (iii) ionising radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (v) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; or (vi) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter.  The exclusion in this Sub-Clause (vi) does not extend to radioactive isotopes, other than nuclear fuel, when such isotopes are being prepared, carried, stored, or used for commercial, agricultural, medical, scientific or other similar peaceful purposes;

(c) any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism.  An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear; and

(d) circumstances or causes beyond the Mint’s reasonable control, including, without limitation, acts or omissions or the failure to cooperate of the Sponsor, the Trust and/or third parties (including, without limitation, entities and/or individuals under their respective control, and/or their respective officers, directors, employees and/or other personnel and agents), fire or other casualty, epidemic, pandemic, act of God, strike, lockout or other labor disturbance, riot, war or other violence, or any law, order or requirement of any governmental agency or authority.

The Mint’s liability terminates with respect to any gold upon expiration or termination of the Gold Storage Agreements, whether or not the Trust’s gold remains in the Mint’s facility, upon transfer of such gold to a different customer’s account at the Mint, as requested by the Sponsor or Trustee, or upon remittance to the armored

66

transportation service carrier in the event of the removal of any of the gold from the Mint’s facility or a return of gold in accordance with the terms of the Gold Storage Agreements. The Mint is not liable for any special, incidental, consequential, indirect or punitive losses or damages (including lost profits or lost savings), whether or not the Mint had knowledge that such losses or damages might be incurred.

Should the Sponsor discover a loss, theft, damage and/or destruction of the Trust’s gold in the Mint’s custody, care and control, the Sponsor, on behalf of the Trust, must give written notice to the Mint within five (5) Mint Business Days after the discovery of any such loss, theft damage and/or destruction, but, in the case of a discrepancy in the quantity of the Trust’s gold, no later than sixty (60) calendar days after the delivery by the Mint to the Sponsor and the Trustee, on behalf of the Trust, of an inventory statement in which the discrepancy first appears.

Should the Sponsor either (i) fail to give a notice of loss within the period stated in the Gold Storage Agreements with respect to a loss, theft, destruction and/ or damage; or (ii) fail to bring an action, suit and/or proceeding within twelve (12) months from the discovery of a loss, theft destruction and/or damage notwithstanding that a notice of loss has been given in accordance with the Gold Storage Agreements, all claims with respect to such loss, theft, destruction and/or damage shall be deemed to have been waived, and no action, suit and/or other proceeding in relation thereto shall be brought against the Mint.

Conditional upon the Sponsor giving the Mint a notice of loss in accordance with the Gold Storage Agreement where the loss, theft and/or destruction is discovered by the Sponsor, in the event of loss and/or destruction of the Trust’s gold (whether through fraud, theft, negligence or otherwise and regardless of culpability by the Mint) for which the Mint bears the risks of loss, destruction or damage pursuant to the terms of the Gold Storage Agreement, the Mint will either, in its discretion:

(i) as soon as practicable, replace the lost, stolen and/or destroyed gold based on the weight and assay characteristics provided in the applicable receipt(s) of deposit;

(ii) as soon as practicable, compensate the Trust for the monetary value of the lost, stolen and/or destroyed gold based on the weight and assay characteristics provided in the applicable receipt(s) of deposit, and the market value of the lost, stolen and/or destroyed gold using the LBMA Gold Price PM expressed in U.S. dollars (or, should the LBMA cease to publish the price of gold, any other gold spot rate selected by the Mint acting reasonably) on the first (1^st) trading day following the discovery by the Mint of said loss, theft and/or destruction, if first discovered by the Mint, or, if first discovered by the Sponsor, the first (1^st) trading day following the date the relevant notice of loss was given to the Mint; or

(iii) as soon as practicable, replace a portion of the lost, stolen and/or destroyed gold based on the weight and assay characteristics provided in the applicable receipt(s) of deposit, and compensate the Trust for the monetary value of the lost, stolen and/or destroyed gold based on the weight and assay characteristics provided in the applicable receipt(s) of deposit, and the market value of the lost, stolen and/or destroyed gold using the LBMA Gold Price PM expressed in U.S. dollars (or, should the LBMA cease to publish the price of gold, any other gold spot rate selected by the Mint acting reasonably) on the first (1^st) trading day following the discovery by the Mint of said loss, theft and/or destruction, if first discovered by the Mint, or, if first discovered by the Sponsor, the first (1^st) trading day following the date the relevant notice of loss was given to the Mint.See “Overview of the Gold Market - Operation of the Gold Market - London Bullion Market”.

Conditional upon the Sponsor giving the Mint a notice of loss in accordance with the applicable Gold Storage Agreement where the damage is discovered by the Sponsor, in the event of damage to the Trust’s gold for which the Mint bears the risks of loss, theft, destruction or damage as provided pursuant to the terms of the applicable Gold Storage Agreement, the Mint will restore the portion of damaged gold to at least as good as state as it was prior to being so damaged.

Any gold restored by the Mint to the Trust will be Sprott ESG Approved Gold.

67

The Mint operates pursuant to the Royal Canadian Mint Act (Canada) and is a Canadian Crown corporation.   Pursuant to the Royal Canadian Mint Act, the Mint is for all its purposes an agent of Her Majesty the Queen in right of Canada; as such, the Mint’s obligations generally constitute unconditional obligations of the Government of Canada.  A Crown corporation may be sued for breach of contract or for wrongdoing in tort where it has acted on its own behalf or on behalf of the Crown.  However, a Crown corporation may be entitled to immunity if it acts as agent of the Crown rather than in its own right and on its own behalf.   A court or an arbitrator, as applicable, may determine that the Mint may be entitled to immunity of the Crown.  Consequently, a Shareholder may not be able to recover for any losses incurred as a result of the Mint’s acting as custodian of the Trust’s gold.  See “Risk Factors—Under Canadian law, the Trust and Shareholders may have limited recourse against the Mint”.  The Gold Storage Agreements do not establish a principal and agent relationship, partnership or joint venture between the Mint, the Trust and the Sponsor nor does it establish a contractual relationship between the Mint and the Shareholders.

Modification of the Gold Storage Agreements

The Sponsor, on behalf of the Trust, has the authority to change the custodial arrangement described above including, but not limited to, the appointment of a replacement custodian and/or additional custodians.  Either party may terminate a Gold Storage Agreement for convenience, by giving the other party 60 calendar days’ written notice to that effect. In addition, either party (the “Non-Defaulting Party”) may terminate a Gold Storage Agreement by giving written notice to the other party (the “Defaulting Party”) if: (i) the Defaulting Party has committed a breach of its obligations under the Gold Storage Agreement that is not cured within ten (10) Mint Business Days following the Non-Defaulting Party giving written notice to the Defaulting Party of such breach; (ii) the Defaulting Party is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Defaulting Party or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Defaulting Party is in breach of any of its representations or warranties contained in the Gold Storage Agreement.  The obligations of the Mint include, but are not limited to, maintaining an inventory of the Trust’s Sprott ESG Approved Gold and unallocated gold stored with the Mint, providing a monthly inventory to the Sponsor, maintaining the Trust’s Sprott ESG Approved Gold physically segregated and specifically identified as the Trust’s property, and taking good care, custody and control of the Trust’s gold.  The Trust believes that all of these obligations are material and anticipates that the Sponsor, on behalf of the Trust, would terminate the Mint as custodian if the Mint breaches any such obligation and does not cure such breach within ten (10) Mint Business Days of the Sponsor giving written notice to the Mint of such breach.

Verification of Sprott ESG Approved Gold Held by the Mint

Following a minimum of two (2) weeks’ prior written notice from the Sponsor, the Sponsor’s and/or the Trust’s authorized employees and representatives, including KPMG LLP (the “Auditor”) will have access to the Mint’s facility for the purpose of performing a physical audit of the gold held in custody by the for the Trust provided that such audit does not disrupt the routine operation of the Mint’s facility, as reasonably determined by the Mint, and is held on a Mint Business Day during the Mint’s regular business hours.  The Mint has the right to reschedule the physical audit in the event the Mint determines, acting reasonably, that the audit would disrupt the routine operation of the Mint’s facility if held on the date identified in the Sponsor’s written notice.  When accessing the Mint’s facility for the purpose of performing a physical audit of the Trust’s gold, the Sponsor and the Trust shall ensure that at least one (1) of its authorized employees or representatives is present, and the Mint shall ensure that such employees or representatives are accompanied by at least one (1) representative of the Mint. The Mint shall also provide the Sponsor with the Mint’s inventory records relating to the Trust’s gold held by the Mint where such a request is made in writing and signed by an authorized representative of the Sponsor in accordance with the terms of a Gold Storage Agreement. Said inventory records will contain information enabling the Sponsor to confirm that the Trust’s gold held by the Mint identified as Sprott ESG Approved Gold originates from one or more Sprott ESG Approved Mines.

Mint’s Fee

The Mint will be compensated out of the Sponsor's fee for the Mint’s services under the Gold Storage Agreements.

68

THE ADMINISTRATOR

General

The Bank of New York Mellon will act as Administrator and registrar for the Shares, pursuant to the terms and provisions of the Fund Administration and Accounting Agreement (the “Administration Agreement”).

Duties of the Administrator

The Administrator will provide to the Trust administrative services, including valuation and computation services.  These services include, among other things, the preparation of the Trust’s financial reports in accordance with U.S. GAAP, calculation of various contractual expenses, capital gains and losses, total return information and any periodic distributions to be made by the Trust, coordination of the Trust’s annual audit, maintenance of individual ledgers for investment securities and historical tax lots, determination of the Trust’s net income and computation of the Trust’s NAV and NAV per Share.

A summary of the material terms of the Administration Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Administrator's Fee

The Administrator will be compensated by the Trust, out of the Sponsor's fee, for the Administrator's fees.

69

THE TRANSFER AGENT

General

The Bank of New York Mellon will act as transfer agent and registrar for the Shares, pursuant to the terms and provisions of the Transfer Agency and Service Agreement (the “Transfer Agency Agreement”).

Duties of the Transfer Agent

The Transfer Agent records the ownership of the Shares on the books and records of the Trust and coordinates with the Marketing Agent and DTC as necessary. The Transfer Agent will credit or debit the number of Shares owned by holders of record. The Transfer Agent will also (i) facilitate registration of the Shares in book-entry form to be held in the name of Cede & Co. at the facilities of DTC; (ii) prepare and transmit by means of DTC’s book‑entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust; (iii) maintain the record of the name and address of each Shareholder and the number of Shares issued by the Trust and held by the Shareholder; (iv) record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares; (v) prepare and transmit to the Trust and the Sponsor and to any applicable securities exchange information with respect to purchases and redemptions of Shares; (vi) extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities; and (vii) maintain books and records related to its activities on behalf of the Trust.

A summary of the material terms of the Transfer Agency Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Transfer Agent's Fee

The Transfer Agent will be compensated by the Trust, out of the Sponsor's fee, for the Transfer Agent's fees.

70

THE MARKETING AGENT

General

Sprott Global Resource Investments Ltd. will act as Marketing Agent for the Shares, pursuant to the terms and provisions of the Marketing Agent Agreement (the “Marketing Agent Agreement”).

Duties of the Marketing Agent

The Marketing Agent works with the Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent and assists the Sponsor with the preparation, review and approval of advertising, sales and marketing materials for the Trust (“Marketing Materials”) for compliance with applicable SEC and FINRA advertising rules, and files all such Marketing Materials required to be filed with FINRA.  The Marketing Agent also maintains any required records related to the foregoing.

A summary of the material terms of the Marketing Agent Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Marketing Agent's Compensation

The Marketing Agent’s expenses will be paid out of the Sponsor's fee.

71

THE ADVISER

General

Sprott Asset Management USA Inc. will act as investment adviser (the “Adviser”) for the Trust, pursuant to the terms and provisions of the investment advisory agreement (the “Advisory Agreement”).  A copy of the Advisory Agreement has been filed as exhibit to this prospectus.  See “Description of the Trust Documents—Description of the Advisory Agreement.”

Duties of the Adviser

The Adviser has been registered as an investment adviser with the SEC since 2006. The Adviser is the investment adviser for the Trust and has discretionary authority to make all determinations with respect to the Trust’s assets, subject to specified limitations. The Adviser shall supervise the investment and reinvestment of the Trust’s assets and provide other services as set forth in the Advisory Agreement. The Adviser may also act, currently or in the future, as the adviser for certain other investment vehicles. The Advisory Agreement may be terminated at any time, without the payment of any penalty, by any party on sixty (60) days’ written notice to the other parties.

A summary of the material terms of the Advisory Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Adviser's Fee

The Sponsor shall pay the Adviser an advisory fee (“Advisory Fee”), accrued daily and paid monthly in arrears, at an annualized rate equal to 0.30% of the Sponsor’s fee, subject to deduction of the Sponsor Paid Expenses. The Advisory Fee for any month will be paid within fifteen (15) days after the end of such month.  The Advisory Fee will be reviewed and adjusted annually. This Advisory Fee will paid by the Sponsor out of the Sponsor’s fee.

72

CONFLICTS OF INTEREST

The Sponsor

The Sponsor has established appropriate policies, procedures and guidelines to ensure the proper management of the Trust.  The systems implemented monitor and manage the business and sales practices, risks and internal conflicts of interest relating to the Trust while ensuring compliance with regulatory and corporate requirements.

The Sponsor provides, and may in the future provide, management, investment advisory and/or sub-advisory services to other corporations, limited partnerships or other investment funds or managed accounts in addition to the Trust including, without limitation, the Ninepoint Gold Bullion Fund, the Ninepoint Silver Bullion Fund, the Sprott Physical Gold and Silver Trust, the Sprott Physical Gold Trust, the Sprott Physical Silver Trust and the Sprott Physical Platinum and Palladium Trust.  In the event that the Sponsor elects to undertake such activities and other business activities in the future, the Sponsor and its principals may be subject to conflicting demands in respect of allocating management time, services and other functions.  The Sponsor and its principals and affiliates endeavor to treat each client, investment pool and managed account fairly and not to favor one client, investment pool or managed account over another.

Because the Sponsor, the Adviser and the Marketing Agent are affiliates, the Sponsor has a disincentive to replace the Adviser or the Marketing Agent.  Furthermore, the Sponsor did not conduct an arm’s length negotiation on behalf of the Trust with respect to the Trust’s agreement with these parties.

  In executing its duties on behalf of the Trust, the Sponsor is subject to the provisions of the Trust Agreement and the Sponsor’s Code of Ethics (a copy of which is available for review upon request at the offices of the Sponsor), which provide that the Sponsor will execute its duties in good faith and with a view to the best interests of the Trust and its Shareholders.

The Mint

The Mint allocates its resources among different clients and potential future business ventures to which the Mint may owe other duties. Additionally, the professional staff of the Mint also services other affiliates of the Sponsor and its respective clients. The Mint will not be involved in creating, maintaining and updating the ESG Criteria that will be used to determine the Sprott ESG Approved Gold held by the Trust; the Mint will not have an agreement with the Trust or Sponsor in this regard nor owe the Trust or the Sponsor any specific duties with respect to how this function is implemented.  In connection with creations and redemptions of Creation Units, each Authorized Participant will be required to deliver or receive unallocated gold to or from the Trust, as applicable, under a trading agreement with the Mint.  In addition, the Mint is an “accredited refiner” under LBMA rules and may be involved in producing Sprott ESG Approved Gold to be held by the Trust.

73

DESCRIPTION OF THE SHARES

General

Shares issued by the Trust will be registered in a book entry system and held in the name of Cede & Co. as nominee at the facilities of DTC, and one or more global certificates issued by the Trust to DTC will evidence the Shares. Shareholders may hold their Shares through DTC if they are direct participants in DTC (“DTC Participants”) or indirectly through entities (such as broker-dealers) that are DTC Participants.

The Shares are expected to be listed on the Exchange and trade under the ticker symbol “SESG”.

Distributions

Shareholders will be entitled to distributions in respect of their Shares if, as and when declared by the Trust and upon termination of the Trust.   If the Trust is terminated, the Sponsor or Liquidating Trustee, as applicable, will cause any gold then held by the Trust to be liquidated in an orderly fashion. The proceeds of such liquidation, plus any Cash held by the Cash Custodian, less (i) any amounts required to satisfy all outstanding liabilities of the Trust, and (ii) any amounts reserved for the payment of applicable taxes, other governmental charges and contingent or future liabilities as the Sponsor and/or Liquidating Trustee shall determine shall, on a pro rata basis, be distributed to the Shareholders. See “Description of the Trust Documents—Description of the Trust Agreement—The Trustee—Termination of the Trust”.

Voting Rights of the Shares

Shareholders will take no part in the management or control of the Trust and will have no voting rights with respect to the Trust, except as expressly provided for in the Trust Agreement. The Trust Agreement provides that Shareholders holding at least twenty-five percent (25%) of the outstanding Shares have the right to require the Sponsor to cure any material breach by it of the Trust Agreement and Shareholders holding at least fifty-one percent (51%) of the outstanding Shares must (i) consent to any material change to the Trust’s investment objective and (ii) consent to any appointment of one or more successor sponsors.

Entitlements

The Trust is a trust formed under the laws of the State of Delaware and is not a corporation, and the Shares are different than shares of a corporation. This means that Shareholders will not be entitled to certain statutory entitlements typically associated with being a shareholder of a corporation, such as an entitlement to dividends.

Moreover, pursuant to the terms of the Trust Agreement, Shareholders’ statutory right under Delaware law to bring a derivative action (i.e., to initiate a lawsuit in the name of the Trust in order to assert a claim belonging to the Trust against a fiduciary of the Trust or against a third-party when the Trust’s management has refused to do so) is restricted. No registered owner shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust, unless two or more registered owners, who (i) are not affiliates of one another and (ii) collectively hold at least 25% of outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. The foregoing limitation shall not apply to any derivative action, suit or other proceeding brought on behalf of the Trust for claims under the federal securities laws and the rules and regulations thereunder.

Under Delaware law, a shareholder may bring a derivative action if the shareholder is a shareholder at the time the action is brought and either (i) was a shareholder at the time of the transaction at issue or (ii) acquired the status of shareholder by operation of law or the Trust’s governing instrument from a person who was a shareholder at the time of the transaction at issue. Additionally, Section 3816(e) of the DSTA specifically provides that a “beneficial owner’s right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the statutory trust, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.”

74

Notwithstanding the foregoing limitation, Shareholders may have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the SEC. Shareholders who have suffered losses in connection with the purchase or sale of their Shares may be able to recover such losses from the Sponsor where the losses result from a violation by the Sponsor of the anti-fraud provisions of the federal securities laws.

Suspension Events

The Trust may suspend the right of redemption or postpone the Purchase Order or Redemption Order (collectively, an “order”) settlement date with respect to a Creation Unit for (i) any period during which an emergency exists as a result of which fulfillment of an order is not reasonably practicable, (ii) any period in which regular trading on the Exchange is suspended or restricted or the Exchange is closed, (iii) in the case of a Redemption Order, additional time needed by the Trust to transfer unallocated gold that can be delivered to a redeeming Authorized Participant or (iv) such other period as the Sponsor determines to be necessary for the protection of the Shareholders. In addition, the Trust will reject an order if the order is not in proper form as described in the Authorized Participant Agreement with the Authorized Participant, or if the fulfillment of the order, in the opinion of counsel, might be unlawful. See “Creation and Redemption of Shares” for more information.

Any such postponement, suspension or rejection could adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely affect the value of the Authorized Participant’s redemption proceeds if the NAV of the Trust declines during the period of delay. The Trust disclaims any liability for any loss or damage that may result from any such suspension or postponement.

75

EXPENSES

Sponsor's Fee

The Trust's only ordinary recurring expense is expected to be the Sponsor's fee.  The Sponsor's fee is paid by the Trust (and thus the Shareholders) to the Sponsor as compensation for services performed under the Trust Agreement.  The Sponsor’s fee is accrued daily and is paid monthly in arrears at an annualized rate equal to 0.38% of the Trust’s daily NAV. The Sponsor’s fee may be paid in cash or in kind in an amount of unallocated gold valued in the same way as such Trust’s gold is valued for purposes of calculating the Trust’s NAV.  See “The Sponsor—The Sponsor’s Fee”.

Other Expenses

The Trust will be responsible for fees and expenses that are not contractually assumed by the Sponsor, including but not limited to taxes and governmental charges, expenses related to extraordinary services performed by the Sponsor or other service provider of the Trust, and litigation and indemnification obligations of the Trust.

Disposition of Trust Assets

Assuming that the Trust is treated as a grantor trust for U.S. federal income tax purposes, the transfer or sale of physical gold bullion to pay the Trust's expenses will be a taxable event for Shareholders. See “U.S. Federal Income Tax Considerations—Tax Consequences to U.S. Holders.”

Because the Trust's assets will decrease as a consequence of the payment of the Sponsor's fee or the sale of the Trust's assets to pay the Sponsor's fee and/or any Trust expenses (and the Trust may incur additional fees associated with selling physical gold bullion), the Trust's Assets will decline, the number of Sprott ESG Approved Gold represented by a Share will decline at such time and the NAV per Share will also decrease. Accordingly, the Shareholders will bear the cost of the Sponsor's fee and any other Trust expenses.

The Sponsor will also cause the sale of the Trust's assets if the Sponsor determines that sale is required by applicable law or regulation or in connection with the termination and liquidation of the Trust. The Sponsor will not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of physical gold bullion.

76

BOOK-ENTRY-ONLY SHARES

The Securities Depository; Book-Entry-Only System; Global Security

In accordance with the relevant provisions of the Trust Documents, the Trust's Shares will only be issued in book-entry-only form, so that individual certificates will not be issued for the Shares but rather one or more global certificates will evidence all of the Shares outstanding at any time.

As of the effective date of the registration statement of which this prospectus is a part, DTC will act as securities depository for the Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of section 17A of the Exchange Act. DTC was created to hold securities of DTC Participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC is expected to agree with and represent to the DTC Participants that it will administer its book-entry system in accordance with its rules and by-laws and the requirements of law.

Individual certificates will not be issued for the Shares. Instead, one or more global certificates will be issued by the Trust, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Transfer Agent on behalf of DTC. The global certificates will evidence all of the Shares outstanding at any time. The representations, undertakings and agreements made on the part of the Trust in the global certificates are made and intended for the purpose of binding only the Trust and not the Transfer Agent or the Sponsor individually.

Upon the settlement date of any creation, transfer or redemption of Shares, DTC will credit or debit, on its book-entry registration and transfer system, the amount of the Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The Transfer Agent will designate the accounts to be credited or debited in the case of creation, transfer or redemption of Shares.

Beneficial ownership of the Shares will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the Shares will be shown on, and the transfer of ownership will be effected only through, records maintained by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants), and the records of Indirect Participants (with respect to Shareholders that are not DTC Participants or Indirect Participants).

Shareholders are expected to receive from or through the DTC Participant maintaining the account through which the Shareholder has purchased their Shares a written confirmation relating to such purchase.

Shareholders that are not DTC Participants may transfer the Shares through DTC by instructing the DTC Participant or Indirect Participant through which the Shareholders hold their Shares to transfer the Shares. Shareholders that are DTC Participants may transfer the Shares by instructing DTC in accordance with the rules of DTC. Transfers of Shares will be made in accordance with standard securities industry practice.

DTC may decide to discontinue providing its service with respect to the Shares by giving notice to the Transfer Agent and the Sponsor. Under such circumstances, the Sponsor will find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, the Sponsor will act to terminate the Trust.

The rights of the Shareholders generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because the Shares can only be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial intermediary through which they hold the Shares to receive the benefits and exercise the rights described in this section. Investors should consult with their broker or financial institution to find out about procedures and requirements for securities held in book-entry form through DTC.

77

REPORTS

Statements, Filings and Reports

The Sponsor will post current information about the Trust on the Trust’s website, such as the LBMA Gold Price, the value of the Sprott ESG Approved Gold, Sprott ESG Approved Mines, the Trust’s NAV, the Trust’s NAV per Share and such other information required to be posted pursuant to the requirements of the Exchange.The daily holdings of the Trust’s gold will also be available on the Trust’s website before 9:30 a.m. E.T. each Business Day.

Shareholders of the Trust will receive an annual report containing audited financial statements prepared in accordance with U.S. GAAP for the Trust after the end of each of the Trust’s fiscal years. The Trust will prepare quarterly unaudited reports after the end of each fiscal quarter. These periodic reports will be in such form and contain such information as will be required by applicable laws, rules and regulations and may contain such additional information which the Sponsor determines shall be included. These periodic reports shall be filed with the SEC and the Exchange and shall be distributed to such persons as required by applicable laws, rules and regulations.

The Trust is responsible for the registration and qualification of the Shares under the federal securities laws and any other securities and blue sky laws of the United States or any other jurisdiction as the Trust may select. The Trust will also prepare, or cause to be prepared, and file any periodic reports or updates required under the Exchange Act.

The accounts of the Trust will be audited, as required by law, by independent registered public accountants selected by the Sponsor. The accountants' report will be furnished by the Trust to Shareholders upon request.

The Trust will file or cause to be filed tax returns and prepare, disseminate and file tax reports, as advised by its counsel or accountants and/or as required by any applicable statute, rule or regulation.

A website at sprott.com/sesg will be maintained for Shareholders that will contain the reports and financial statements set forth above.

Fiscal Year

The fiscal year of the Trust is the period ending December 31 of each year. The Sponsor may select an alternate fiscal year.

78

DESCRIPTION OF THE TRUST DOCUMENTS

Description of the Trust Agreement

The Trust Agreement will establish the authority of the Trust and the rights and duties of the Sponsor and the Trustee.

Duties of the Sponsor

The Sponsor's duties are defined and limited in scope by the express provisions of the Trust Agreement, and the Sponsor is not effectively subject to the duties and restrictions imposed on “fiduciaries” under both statutory and common law. The Sponsor coordinated and paid for the creation of the Trust. The Sponsor together with the Trustee, the Mint, the Cash Custodian, the Administrator, the Transfer Agent, the Marketing Agent and their respective agents are generally responsible for the administration of the Trust under the provisions of their respective governing agreements. Some of the responsibilities of the Sponsor include (i) selecting the Trust's service providers and, from time to time, engaging additional, successor or replacement service providers, which shall also include negotiating each service provider agreement and related fees on behalf of the Trust, (ii) facilitating registration of the Shares in book-entry form to be held in the name of Cede & Co. at the facilities of DTC, and (iii) performing such other services as the Sponsor believes the Trust may require.

Liability of the Sponsor

The Sponsor and its affiliates (each, a “Covered Person”) will not be liable to the Trust or any Shareholder or other person for any loss suffered by the Trust which arises out of any action or inaction of such Covered Person if such Covered Person determined in good faith that such course of conduct was in the best interests of the Trust. However, the preceding liability exclusion will not protect any Covered Person against any liability resulting from its own willful misconduct, bad faith or gross negligence in the performance of its duties.

Each Covered Person and its respective members, managers, directors, officers, employees, agents and affiliates, will be indemnified by the Trust and held harmless against any loss, judgment, liability, claim, suit, penalty, tax, cost, amount paid in settlement of any claims sustained by it and expense incurred by it arising out of or in connection with the performance of its obligations under the Trust Agreement and under any other agreement entered into by the Sponsor in furtherance of the administration of the Trust, including any costs and expenses incurred by the Sponsor in defending itself against any claim or liability in its capacity as Sponsor; provided that such loss was not the direct result of: (i) gross negligence, bad faith or willful misconduct on the part of the Sponsor; or (ii) reckless disregard of the Sponsor’s obligations and duties under the Trust Agreement.  Any indemnifiable amounts payable to such indemnified person may be payable in advance or shall be secured by a lien on the Trust.

The Sponsor may undertake any action that it may deem necessary or desirable in respect of the Trust Agreement and the interests of the Shareholders and prosecute, defend, settle or compromise actions or claims at law or in equity that it considers necessary or proper to protect the Trust or the interests of the Shareholders, and in each case, the legal expenses and costs of any such actions shall be deemed Trust expenses for which the Sponsor shall be entitled to be reimbursed by the Trust.

Insolvency of Sponsor

If the Sponsor is declared bankrupt or insolvent by a court of competent jurisdiction, the Trust may dissolve and a Liquidating Trustee may be appointed to terminate and liquidate the Trust and distribute its remaining assets. The Trustee will have no obligation to appoint a successor sponsor or to assume the duties of the Sponsor, and will have no liability to any person because the Trust is or is not terminated. However, if a certificate of dissolution or revocation of the Sponsor’s charter is filed (and ninety (90) days have passed after the date of notice to the Sponsor of revocation without a reinstatement of the Sponsor’s charter) or the withdrawal, removal, adjudication or admission of bankruptcy or insolvency of the Sponsor has occurred, Shareholders, other than the Sponsor and its affiliates, holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including Shares held by the 

79

Sponsor or its affiliates) may agree in writing to select, effective as of the date of such declaration, one or more successor sponsors within ninety (90) days of the date of such declaration.

Actions Taken to Protect the Trust

The Sponsor may, in its sole discretion, prosecute, defend, settle or compromise actions or claims at law or in equity that it considers necessary or proper to protect the Trust or the interests of the Shareholders. The expenses incurred by the Sponsor in connection therewith (including the fees and disbursements of legal counsel) will be expenses of the Trust and are not part of the Sponsor’s fee. The Sponsor will be entitled to be reimbursed for any such expenses it pays on behalf of the Trust.

The Trustee

The Trustee is a fiduciary under the Trust Agreement and must satisfy the requirements of Section 3807 of the DSTA. However, the fiduciary duties, responsibilities and liabilities of the Trustee are limited by, and are only those specifically set forth in, the Trust Agreement.

Under the Trust Agreement, the Sponsor has exclusive control of the management of all aspects of the activities of the Trust and the Trustee has only nominal duties and liabilities to the Trust. The Trustee is appointed to serve as the trustee for the sole purpose of satisfying Section 3807(a) of the DSTA which requires that the Trust have at least one trustee with a principal place of business in the State of Delaware. The duties of the Trustee are limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Trustee is required to execute under the DSTA. To the extent the Trustee has duties (including fiduciary duties) and liabilities to the Trust or the Shareholders under the DSTA, such duties and liabilities will be replaced by the duties and liabilities of the Trustee expressly set forth in the Trust Agreement. The Trustee will have no obligation to supervise, nor will it be liable for, the acts or omissions of the Sponsor, Transfer Agent, a custodian or any other person.

Limitation on Trustee’s Liability

Neither the Trustee, either in its capacity as trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer, director, officer or controlling person of the issuer of Shares. The Trustee’s liability is limited solely to the express obligations of the Trustee as set forth in the Trust Agreement.

Under the Trust Agreement, the Sponsor has the exclusive management, authority and control of all aspects of the activities of the Trust. The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor. The existence of a trustee should not be taken as an indication of any additional level of management or supervision over the Trust. The Trust Agreement provides that the management authority with respect to the Trust is vested directly in the Sponsor and that the Trustee is not responsible or liable for the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the gold or other assets of the Trust.

Indemnification of the Trustee

The Trustee and any of the officers, directors, employees and agents of the Trustee will be indemnified by the Trust as primary obligor and held harmless against any loss, damage, liability, claim, action, suit, cost, expense, disbursement (including the reasonable fees and expenses of counsel and fees and expenses incurred in connection with enforcement of indemnification rights hereunder), tax or penalty of any kind and nature whatsoever, arising out of, imposed upon or asserted at any time against such indemnified person in connection with the performance of its obligations under the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated therein; provided, however, that the Trust will be required to indemnify any such indemnified person for any such expenses which are a result of the willful misconduct, bad faith or gross negligence of such indemnified person. Any amount payable to such an indemnified person under the Trust Agreement may be payable in advance under certain circumstances and will be secured by a lien on the Trust property. The obligations of the Trust to 

80

indemnify such indemnified persons under the Trust Agreement will survive the termination of the Trust Agreement.  The Trust has granted the Trustee a lien against the Trust’s assets as security for any amounts owing to the Trustee under this indemnification provision, which lien is prior to the rights of any Shareholder or the Sponsor.

Holding of Trust Property

The Trust will hold and record the ownership of the Trust’s assets in a manner such that it will be owned for the benefit of the Shareholders for the purposes of, and subject to and limited by the terms and conditions set forth in, the Trust Agreement. The Trust will not create, incur or assume any indebtedness or borrow money from or loan money to any person. The Trustee may not commingle its assets with those of any other person.

The Trustee may employ agents, attorneys, accountants, auditors and nominees and will not be answerable for the conduct or misconduct of any such custodians, agents, attorneys or nominees if such custodians, agents, attorneys and nominees have been selected with reasonable care.

Resignation, Discharge or Removal of Trustee; Successor Trustees

The Trustee shall serve until such time as the Sponsor removes the Trustee or the Trustee resigns and a successor trustee is appointed by the Sponsor in accordance with the terms of the Trust Agreement. The Trustee may resign at any time upon the giving of at least sixty (60) days' advance written notice to the Sponsor; provided, that such resignation shall not become effective unless and until a successor trustee shall have been appointed by the Sponsor in accordance with the terms of the Trust Agreement. If the Sponsor does not act within such sixty (60) day period, the Trustee may apply to any court of competent jurisdiction for the appointment of a successor trustee at the expense of the Trust.

Amendments to the Trust Agreement

In general, the Sponsor may amend the Trust Agreement without the consent of any Shareholder. In particular, the Sponsor may, without the approval of the Shareholders, amend the Trust Agreement if the Trust is advised at any time by the Trust’s accountants or legal counsel that the amendments are necessary to permit the Trust to take the position that it is a grantor trust for U.S. federal income tax purposes. However, the Sponsor may not make an amendment, or otherwise supplement the Trust Agreement, if such amendment or supplement would permit the Sponsor, the Trustee or any other person to vary the investment of the Shareholders (within the meaning of applicable Treasury Regulations) or would otherwise adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes. In addition, no amendments to the Trust Agreement that materially change the Trust’s investment objective may be made without the vote of at least fifty-one percent (51%) of the outstanding Shares (not including any Shares held by the Sponsor or its affiliates). A Shareholder will be deemed to have consented to a modification or amendment of the Trust Agreement if the Sponsor has notified the Shareholders in writing of the proposed modification or amendment and the Shareholder has not, within thirty (30) calendar days of such notice, notified the Sponsor in writing the Shareholder objects to such modification or amendment.

Termination of the Trust

The Trust will dissolve if any of the following events occur:

• Upon a Withdrawal Event,  unless within ninety (90) days of such event, Shareholders holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its affiliates) agree in writing to continue the Trust and to select, effective as of the date of such event, one or more successor sponsors;

• Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;

• The Trust becomes insolvent or bankrupt;

81

• All of the Trust's assets are sold;

• The SEC determines that the Trust is an investment company required to be registered under the Investment Company Act, and the Sponsor has made the determination that dissolution of the Trust is advisable;

• the Commodity Futures Trading Commission determines that the Trust is commodity pool under the Commodity Exchange Act of 1936, as amended, and the Sponsor made the determination that dissolution of the Trust is advisable;

• Sixty (60) days have elapsed since DTC or another depository has ceased to act as depository with respect to the Shares, and the Sponsor has not identified another depository that is willing to act in such capacity;

• The Sponsor elects to terminate the Trust after the Trustee, the Administrator, the Transfer Agent, the Mint, the Marketing Agent or the Cash Custodian (or any successor trustee, administrator, transfer agent, marketing agent or custodian) resigns or otherwise ceases to be the trustee, administrator, transfer agent, marketing agent or custodian of the Trust, as applicable, and no replacement trustee, administrator, transfer agent, marketing agent and/or custodian acceptable to the Sponsor is engaged, and accordingly the Sponsor has made the determination that dissolution of the Trust is advisable; or

• The Sponsor, in its sole discretion, determines for any other reason to dissolve the Trust.

The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Shareholder (as long as such Shareholder is not the sole Shareholder of the Trust) shall not result in the termination of the Trust, and such Shareholder, his estate, custodian or personal representative shall have no right to withdraw or value such Shareholder's Shares. Each Shareholder (and any assignee thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the assets of the Trust and any right to an audit or examination of the books of the Trust.

In respect of termination events that rely on the Sponsor’s determinations to terminate the Trust, the Sponsor may make any such determination in its sole discretion. To the extent that the Sponsor determines to continue operation of the Trust following a determination of a termination event, the Trust may be required to alter its operations to comply with the termination event.  In such case, the Sponsor shall not be liable for its determination of whether to continue or to terminate the Trust.

If the Trust is forced to liquidate, the Trust will be liquidated under the Sponsor's direction (or in the event there is no Sponsor or the Sponsor is adjudicated bankrupt or insolvent, under the direction of such person as the Shareholders holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates) may propose and approve (the “Liquidating Trustee”)). Any Liquidating Trustee that is appointed will have the same powers and limitations as applicable to the Sponsor, and the Liquidating Trustee will not have general liability for the acts, omissions, obligations and expenses of the Trust, as further discussed in the Trust Agreement. Upon termination of the Trust, following completion of winding up of its business, the Trustee shall cause a certificate of cancellation of the Trust's Certificate of Trust to be filed in accordance with applicable Delaware law. Upon the termination of the Trust, the Sponsor and the Trustee shall each be discharged from all obligations under the Trust Agreement except for their respective obligations that expressly survive termination of the Trust Agreement.

Governing Law

The Trust Agreement and the rights of the Sponsor, Trustee, and Shareholders under the Trust Agreement are governed by the laws of the State of Delaware.

82

Description of the Cash Custody Agreement

Overview

Under the Cash Custody Agreement, as may be amended from time to time, the Trust’s Cash Account is administered and maintained by the Cash Custodian on behalf of the Trust.  From time to time, the Sponsor will instruct the Cash Custodian to deposit Cash into and withdraw Cash from the Cash Account for the purpose of payment of the Sponsor’s fee or for other expenses.

Record Keeping

The Cash Custodian will maintain timely and accurate records relating to its activities under Cash Custody Agreement as required by applicable law and in accordance with the Cash Custodian's internal document retention policies.

Fees and Expenses

The Cash Custodianwill be compensated by the Trust, out of the Sponsor's fee, for its services in connection with the Cash Custody Agreement.  In addition, the Trust shall reimburse the Cash Custodian for out-of-pocket expenses incurred by the Cash Custodian in connection with the Cash Custody Agreement.

Security Interest and Lien

Under the Cash Custody Agreement, the Cash Custodian will have a lien on, and security interest in, the Cash maintained in the Cash Account in order to satisfy each obligation or liability owed to the Cash Custodian. The Cash Custodian shall be entitled, without prior notice to the Trust, to withhold delivery of any Cash, sell, set-off, or otherwise realize upon or dispose of any such Cash and to apply the money or other proceeds and any other monies credited to the Trust in satisfaction of such obligations and liabilities.

Termination

Either the Trust or the Cash Custodian may terminate the Cash Custody Agreement by not less than ninety (90) days’ notice prior to the date upon which such termination shall take effect.

Upon termination of the Cash Custody Agreement, the Cash Custodian will deliver directly to the Trust or a successor custodian all cash held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

Liability and Indemnification

The Cash Custodian is both exculpated and indemnified under the Cash Custody Agreement.  The Cash Custodian shall exercise reasonable care and diligence in carrying out all of its duties and obligations. Except as otherwise expressly provided in the Cash Custody Agreement, the Cash Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable and documented attorneys’ and accountants’ fees and expenses (collectively, “Losses”), incurred by or asserted against the Trust, except those Losses arising out of Custodian’s own negligence, bad faith, willful misfeasance, or reckless disregard of its duties under the Cash Custody Agreement. In no event shall the Cash Custodian be liable to the Trust or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with the Cash Custody Agreement.

The Trust will indemnify the Cash Custodian and hold the Cash Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Cash Custodian by reason of or as a result of any action or inaction, or arising out of Cash Custodian’s performance under the Cash Custody Agreement, including reasonable fees and expenses of counsel incurred by the Cash Custodian in a successful defense of claims by the Trust; provided however, that the Trust will not indemnify the Cash Custodian for those Losses arising out of the Cash Custodian’s own negligence, bad faith, willful misfeasance, reckless disregard for its duties under the Cash Custody Agreement.

83

Without limiting the generality of the foregoing, the Cash Custodian will be under no obligation to inquire into, and will not be liable for: (a) the legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor; (b) the legality of the declaration or payment of any dividend or distribution by the Trust; (c) the legality of any borrowing by the Trust; (d) the sufficiency or value of any amounts of cash held in any special account in connection with transactions by the Trust; or (e) whether any transactions by the Trust, whether or not involving the Cash Custodian, are such transactions as may properly be engaged in by the Trust.

Governing Law

The Cash Custody Agreement is governed by the laws of the State of New York.

Description of the Allocated Gold Custody Agreement

Overview

The following is a description of the material provisions of the Allocated Gold Custody Agreement, as may be amended from time to time, between the Sponsor, the Trust and the Mint, as the Gold Custodian, under which the Mint will store the Trust’s Sprott ESG Approved Gold at the Mint’s own vaulting facilities. Sprott ESG Approved Gold stored under the Allocated Gold Custody Agreement will be physically segregated at all times from gold belonging to the Mint and the Mint’s other customers and will be specifically identified as belonging to the Trust. The Mint’s registered office is 320 Sussex Drive, Ottawa, Ontario, Canada K1A 0G8.

For a general description of the Mint’s obligations, see the above section “The Mint.”

Record Keeping

The Mint will maintain timely and accurate records relating to its activities under the Allocated Gold Custody Agreement as required by applicable law and in accordance with the Mint’s internal document retention policies.

Fees and Expenses

The Mintwill be compensated by the Trust, out of the Sponsor's fee, for the Mint’sfee.  In addition, the Sponsor, on behalf of the Trust, shall reimburse the Mint for all out-of-pocket expenses incurred by the Mint in connection with the Allocated Gold Custody Agreement.

Termination

Either party may terminate the Allocated Gold Custody Agreement for convenience, by giving the other party 60 calendar days’ written notice to that effect. In addition, either party (the “Non-Defaulting Party”) may terminate the Allocated Gold Custody Agreement by giving written notice to the other party (the “Defaulting Party”) if: (i) the Defaulting Party has committed a breach of its obligations under the Allocated Gold Custody Agreement that is not cured within ten (10) Mint Business Days following the Non-Defaulting Party giving written notice to the Defaulting Party of such breach; (ii) the Defaulting Party is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Defaulting Party or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Defaulting Party is in breach of any of its representations or warranties contained in the Allocated Gold Custody Agreement.

Upon termination of the Allocated Gold Custody Agreement, the Sponsor will arrange for the relocation of the Trust’s Sprott ESG Approved Gold to a successor custodian designated by the Trust.

Liability and Indemnification

The Mint is both exculpated and indemnified under the Allocated Gold Custody Agreement.  The Mint must exercise the same degree of care and diligence in safeguarding the Trust’s Sprott ESG Approved Gold held in the Trust Allocated Account as any reasonably prudent person acting as a custodian would exercise in the same

84

circumstance or at least the same degree of care as it exercises with respect to its own property of a similar kind, if this is a higher degree of care, in discharging its duties under the Allocated Gold Custody Agreement. The Mint’s liability to the Trust, if any, will be limited to either replacing the Sprott ESG Approved Gold that was lost, stolen, destroyed or damaged, or, at the Mint’s discretion, compensating the Trust for the market value of lost, stolen or destroyed gold. The Mint is not liable for any special, incidental, consequential, indirect or punitive losses or damages (including lost profits or lost savings), whether or not the Mint had knowledge that such losses or damages might be incurred.

Under the Allocated Gold Custody Agreement, the Trust agrees to indemnify and hold harmless the Mint and certain of its affiliates from all costs, damages and expenses arising out of in respect of any damages, losses, costs or expenses or any claim, action, suit or other proceeding, including reasonable settlement, judgment and attorney’s fees, arising out of: (a) the presence of any employee, agent, representative or contractor of the Trust at the Mint’s facility in connection with the Allocated Gold Custody Agreement; and (b) any material breach of the material representations, warranties or covenants made by the Trust under the Allocated Gold Custody Agreement.

Governing Law

The Allocated Gold Custody Agreement is governed by the laws of Ontario, Canada.

Description of the Unallocated Gold Custody Agreement

Overview

The following is a description of the material provisions of the Unallocated Gold Custody Agreement, as may be amended from time to time, between the Sponsor, the Trust and the Mint, as the Gold Custodian, under which the Mint will hold the Trust’s unallocated physical gold bullion.  Unallocated gold held by the Mint is held within its general refinery and production operations and will not be held separately from other unallocated gold. From time to time, such unallocated gold may be in the possession of third-party service providers engaged by the Mint to perform refining and other services. For the purposes of the Unallocated Gold Custody Agreement, any such unallocated gold shall be deemed to be in the Mint’s custody and subject to all of the provisions of the Unallocated Gold Custody Agreement.  The Mint’s registered office is 320 Sussex Drive, Ottawa, Ontario, Canada K1A 0G8.

For a general description of the Mint’s obligations, see the above section “The Mint.”

Record Keeping

The Mint will maintain timely and accurate records relating to its activities under the Unallocated Gold Custody Agreement as required by applicable law and in accordance with the Mint’s internal document retention policies.

Fees and Expenses

The Mintwill be compensated by the Trust, out of the Sponsor's fee, for the Mint’sfee.  In addition, the Sponsor, on behalf of the Trust, shall reimburse the Mint for all out-of-pocket expenses incurred by the Mint in connection with the Unallocated Gold Custody Agreement.

Termination

Either party may terminate the Unallocated Gold Custody Agreement for convenience, by giving the other party 60 calendar days’ written notice to that effect. In addition, either party (the “Non-Defaulting Party”) may terminate the Unallocated Gold Custody Agreement by giving written notice to the other party (the “Defaulting Party”) if: (i) the Defaulting Party has committed a breach of its obligations under the Unallocated Gold Custody Agreement that is not cured within ten (10) Mint Business Days following the Non-Defaulting Party giving written notice to the Defaulting Party of such breach; (ii) the Defaulting Party is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Defaulting Party or of its property is appointed, or an application for any of the foregoing is filed;

85

or (iii) the Defaulting Party is in breach of any of its representations or warranties contained in the Unallocated Gold Custody Agreement.

Upon termination of the Unallocated Gold Custody Agreement, the Sponsor will arrange for the relocation of the Trust’s unallocated gold to a successor custodian designated by the Trust.

Liability and Indemnification

The Mint is both exculpated and indemnified under the Unallocated Gold Custody Agreement.  The Mint must exercise the same degree of care and diligence in safeguarding the Trust’s unallocated gold held in the Trust Unallocated Account as any reasonably prudent person acting as a custodian would exercise in the same circumstance or at least the same degree of care as it exercises with respect to its own property of a similar kind, if this is a higher degree of care, in discharging its duties under the Unallocated Gold Custody Agreement. The Mint’s liability to the Trust, if any, will be limited to either replacing the unallocated physical gold bullion that was lost, stolen, destroyed or damaged, or, at the Mint’s discretion, compensating the Trust for the market value of lost, stolen or destroyed unallocated physical gold bullion. The Mint is not liable for any special, incidental, consequential, indirect or punitive losses or damages (including lost profits or lost savings), whether or not the Mint had knowledge that such losses or damages might be incurred.

Under the Unallocated Gold Custody Agreement, the Trust agrees to indemnify and hold harmless the Mint and certain of its affiliates from all costs, damages and expenses arising out of in respect of any damages, losses, costs or expenses or any claim, action, suit or other proceeding, including reasonable settlement, judgment and attorney’s fees, arising out of: (a) the presence of any employee, agent, representative or contractor of the Trust at the Mint’s facility in connection with the Unallocated Gold Custody Agreement; and (b) any material breach of the material representations, warranties or covenants made by the Trust under the Unallocated Gold Custody Agreement.

Governing Law

The Unallocated Gold Custody Agreement is governed by the laws of Ontario, Canada.

Description of the Administration Agreement

Overview

The Trust will enter into the Administration Agreement with the Administrator under which the Administrator will provide to the Trust the administrative services, including valuation and computation services.  These services include, among other things, the preparation of the Trust’s financial reports in accordance with U.S. GAAP, calculation of various contractual expenses, capital gains and losses, total return information and any periodic distributions to be made by the Trust, coordination of the Trust’s annual audit, maintenance of individual ledgers for investment securities and historical tax lots, determination of the Trust’s net income and computation of the Trust’s NAV and NAV per Share.

The Bank of New York Mellon will be compensated by the Trust, out of the Sponsor’s fee, for its services performed under the Administration Agreement.

Term and Termination

The term of the Administration Agreement is three (3) years from the effective date and will automatically renew for additional one-year terms unless either party provides written notice of termination at least ninety (90) days’ prior to the end of any initial or renewal term or, unless earlier terminated as provided therein.

Liability and Indemnification

The Administrator is obligated to exercise the standard of care and diligence that a professional service provider would observe in the provision of the services rendered pursuant to the Administration Agreement. Except

86

as otherwise provided in the Administration Agreement, the Administrator shall not be liable for any and all costs, losses, charges, expenses, damages, liabilities or claims, including reasonable and documented attorneys’ and accountants’ fees and expenses (collectively, for purposes of this section, “Losses”) incurred by or asserted against the Trust, except those Losses arising out of Administrator’s own gross negligence, bad faith or willful misconduct.  In no event shall Administrator or any Administrator Affiliate be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.  Administrator and any Administrator Affiliate shall not be liable for any Losses resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, unless such Losses arises out of the bad faith, gross negligence or willful misconduct of Administrator, nor shall Administrator be liable for any Losses for delays caused by circumstances beyond the reasonable control of Administrator or any agent of Administrator and which adversely affect the performance by Administrator of its obligations and duties hereunder or by any other agent of Administrator.

The Trust agrees to indemnify Administrator and certain of the Administrator’s affiliates (for purposes of this section, the “Indemnities”) from and against any and all Losses sustained or incurred by or asserted against an Indemnitee by reason of or as a result of any action taken or omitted to be taken by any Indemnitee or otherwise  or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) the Trust’s offering materials or documents (excluding information provided by Administrator), (iii) any instructions, or (iv) any written opinion of legal counsel for the Trust or Administrator, or arising out of transactions or other activities of the Trust which occurred prior to the commencement of this Agreement; provided, however, that the Trust shall not indemnify any Indemnitee for any Losses arising out of such Indemnitee’s own bad faith, gross negligence or willful misconduct in the performance of this Agreement.

Governing Law

The Administration and Accounting Agreement is governed by the laws of the State of New York.

Description of the Transfer Agency Agreement

Duties of the Transfer Agent

The Trust will enter into a Transfer Agency Agreement with the Transfer Agent.  The Transfer Agency Agreement establishes the rights and responsibilities of the Transfer Agent with respect to crediting and debiting of Shares owned by holders of record.  The Transfer Agent records the ownership of the Shares on the books and records of the Trust and coordinates with DTC with respect thereto.  The Transfer Agent will credit or debit the number of Shares owned by holders of record. The Transfer Agent will also (i) facilitate registration of the Shares in book-entry form to be held in the name of Cede & Co. at the facilities of DTC; (ii) prepare and transmit by means of DTC’s book entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust; (iii) maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust and held by the Shareholder; (iv) record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares; (v) prepare and transmit to the Trust and the Transfer Agent and to any applicable securities exchange information with respect to purchases and redemptions of Shares; (vi) extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities; and (vii) maintain books and records related to its activities on behalf of the Trust.

Term and Termination

The term of the Transfer Agency Agreement is three (3) years from the effective date and will automatically renew for additional one-year terms unless either party provides written notice of termination at least sixty (60) days’ prior to the end of any initial or renewal term or, unless earlier terminated as provided therein.

87

Liability and Indemnification

The Transfer Agent will have no responsibility and will not be liable for any loss or damage unless such loss or damage is in the form of direct money damages caused by its own gross negligence or willful misconduct or that of its employees, or its breach of any of its representations. In no event will the Transfer Agent be liable for special, indirect or consequential damages regardless of the form of action and even if the same were foreseeable.

Pursuant to the Transfer Agency Agreement, the Transfer Agent will not be responsible for, and the Trust will indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, including, without limitation, those incurred by the Transfer Agent in a successful defense of any claims by the Trust, payments, expenses and liability (for purposes of this section, “Losses”) which may be sustained or incurred by or which may be asserted against the Transfer Agent in connection with or relating to the Transfer Agency Agreement or the Transfer Agent’s actions or omissions with respect to the Transfer Agency Agreement, or as a result of acting upon any instructions reasonably believed by the Transfer Agent to have been duly authorized by the Trust or upon reasonable reliance of information or records given or made by the Trust; except for any Losses for direct money damages caused by the Transfer Agent’s own gross negligence or willful misconduct or that of its employees, or its breach of any of its representations.

Governing Law

The Transfer Agency Agreement is governed by the laws of the State of New York.

Description of the Marketing Agent Agreement

Overview

Sprott Global Resource Investments Ltd. will serve as the Trust’s marketing agent (the “Marketing Agent”), pursuant to the terms and provisions of the Marketing Agent Agreement.

Duties of the Marketing Agent

Pursuant to the terms and conditions of the Marketing Agent Agreement, the Marketing Agent: (i) works with the Transfer Agent to review and approve Purchase Orders and Redemption Orders placed by Authorized Participants and transmitted to the Transfer Agent; (ii) maintains copies of confirmations of Creation Unit creation and redemption order acceptances; (iii) assists the Sponsor with the preparation, review and approval of Trust advertising, sales and marketing materials for compliance with applicable SEC and FINRA rules, and files all such materials required to be filed with FINRA; and (iv) maintains and reproduces when requested all applicable books and records related to the services provided pursuant to the Marketing Agent Agreement.

Liability and Indemnification

The Trust has agreed to indemnify the Marketing Agent under the Marketing Agent Agreement for certain liabilities resulting from: (i) the Marketing Agent’s rendering of services to the Trust in accordance with the terms and conditions of the Marketing Agent Agreement; (ii) the Trust’s breaches of any of its obligations, representations, warranties or covenants contained in the Marketing Agent Agreement; (iii) the Trust’s failure to comply in all material respects with any applicable laws, rules or regulations; or (iv) any claim that the prospectus, sales literature and advertising materials or other information filed or made public by the Trust (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

The Marketing Agent has agreed to indemnify the Trust under the Marketing Agent Agreement for certain liabilities resulting from: (i) the Marketing Agent’s breaches of any of its obligations, representations, warranties or covenants contained in the Marketing Agent Agreement; (ii) the Marketing Agent’s failure to comply in all material respects with any applicable laws, rules or regulations; or (iii) any claim that the prospectus, sales literature and advertising materials or other information filed or made public by the Trust (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or 

88

necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by the Marketing Agent in writing.

Under the Marketing Agent Agreement, neither the Trust nor the Marketing Agent shall be liable for any consequential, special or indirect losses or damages suffered by the other party, whether or not the likelihood of such losses or damages was known by the party.

Term and Termination

The Marketing Agent Agreement shall continue for five (5) years from the effective date, and if not terminated, shall continue automatically in effect for successive one-year periods.  The Marketing Agent Agreement may be terminated, without penalty, upon thirty (30) days’ written notice by the Trust or ninety (90) days’ written notice by the Marketing Agent.

Governing Law

The Marketing Agent Agreement is governed by the laws of the State of New York.

Description of the Advisory Agreement

Overview

Sprott Asset Management USA Inc. will serve as the Trust’s investment adviser (the “Adviser”), pursuant to the terms and provisions of the Advisory Agreement.

Duties of the Adviser

Pursuant to the terms and conditions of the Advisory Agreement, the Adviser: (i) supervises all aspects of the Trust’s investment operations; (ii) provides the Trust or obtains for it, and thereafter supervises, such executive, administrative, clerical and shareholder servicing services as are deemed advisable by the Sponsor; (iii) determines what assets shall be represented in the Trust’s portfolio; and (iv) takes, on behalf of the Trust, all actions which appear to the Trust necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including the placing of orders for the purchase and sale of assets.

Liability and Indemnification

The Adviser will not be liable to the Sponsor or the Trust for any loss that arises out of any action or inaction of the Adviser if the Adviser determined in good faith that such course of conduct was in the best interest of the Trust. The Adviser and its members, managers, directors, officers, employees, agents and affiliates will be indemnified by the Trust and held harmless against any loss, judgment, liability, claim, suit, penalty, tax, cost, amount paid in settlement of any claims sustained by it and expense incurred by it arising out of or in connection with the performance of its obligations under the Advisory Agreement and any other agreement entered into by the Adviser in furtherance of its services to the Trust, including any costs and expenses incurred by the Adviser in defending itself against any claim or liability in its capacity as investment adviser; provided that such loss was not the direct result of: (i) gross negligence, bad faith or willful misconduct on the part of the Adviser; or (ii) reckless disregard of the Adviser’s obligations and duties under the Advisory Agreement.  Any indemnifiable amounts payable to such indemnified person may be payable in advance or shall be secured by a lien on the Trust.

Term and Termination

The Advisory Agreement shall become effective on the date of the Advisory Agreement and shall remain in force and effect until terminated by any party. The Advisory Agreement may be terminated at any time, without the payment of any penalty, by any party on sixty (60) days’ written notice to the other parties.

89

Governing Law

The Advisory Agreement is governed by the laws of the State of New York.

90

U.S. FEDERAL INCOME TAX CONSIDERATIONS

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 Seward & Kissel LLP, special United States federal income tax counsel to the Sponsor. The discussion below is based on the United States Internal Revenue Code of 1986 (the “Code”), the tax regulations issued by the IRS (“Treasury Regulations”) promulgated thereunder and judicial and administrative interpretations of the Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including banks, 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, persons whose “functional currency” is not the U.S. dollar, investors that are required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement,” 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: (i) an individual who is treated as a citizen or resident of the United States for United States federal income tax purposes; (ii) 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; (iii) an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or (iv) 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 (1) a U.S. Shareholder as defined above or (2) a partnership for United States federal income tax purposes is considered a “Non-U.S. Shareholder” for purposes of this discussion.

If a partnership holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners in a partnership holding Shares are encouraged to consult their tax advisor.

Taxation of the Trust

The Sponsor will treat the Trust as a grantor trust for United States federal income tax purposes. In the opinion of Seward & Kissel LLP, special United States federal income tax counsel to the Sponsor, the Trust should be classified as a grantor trust for United States federal income tax purposes. As a result, the Trust itself would not be subject to United States federal income tax. Instead, the Trust’s income and expenses would flow through to the Shareholders, and the Transfer Agent will report the Trust’s income, gains, losses and deductions to the IRS on that basis. The opinion of Seward & Kissel LLP represents only its best legal judgment and is not binding on the IRS or any court. 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. The Sponsor will not 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 be classified as a partnership for United States federal income tax purposes, which may affect timing and other tax consequences to the Shareholders.

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

91

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 Creation Unit, the delivery of Sprott ESG Approved Gold to the Trust in exchange for the underlying Sprott ESG Approved 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 Sprott ESG Approved Gold held in the Trust will be the same as its tax basis and holding period for the Sprott ESG Approved 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 (1) the Shareholder’s pro rata share of the amount realized by the Trust upon the sale and (2) the Shareholder’s tax basis for its pro rata share of the gold that was sold. 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 of its pro rata share of the Sprott ESG Approved 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 (1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder’s tax basis for the portion of its pro rata share of the Sprott ESG Approved 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 Sprott ESG Approved Gold represented by the Shares redeemed generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the Sprott ESG Approved 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 Sprott ESG Approved 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 Sprott ESG Approved Gold received should include the period during which the Shareholder held the Shares redeemed. A subsequent sale of the Sprott ESG Approved Gold received by the Shareholder will be a taxable event.

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 Sprott ESG Approved 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 Sprott ESG Approved 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, is treated as the basis of the Sprott ESG Approved 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 Sprott ESG Approved 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,

92

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 Sprott ESG Approved 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 rate of 28%. The tax rates for capital gains recognized upon the sale of assets held by an individual U.S. Shareholder for one year or less or by a taxpayer other than an individual United States taxpayer are generally the same as those at which ordinary income is taxed.

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 will apply 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 Sponsor 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. 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 Sprott ESG Approved 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.

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 Sprott ESG Approved 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.

93

United States Information Reporting and Backup Withholding

The Sponsor will file certain information returns with the IRS, and provide certain tax-related information to Shareholders, in connection with the Trust. 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 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 in order to avoid the information reporting and backup 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.

The Trust has structured its activities in such a manner that the Trust does not expect to be subject to tax at the Trust level in any jurisdiction. If, contrary to this expectation, the Trust becomes subject to tax, the value of Shares may be materially affected.  If the Trust becomes subject to tax, a Shareholder that is a United States person may elect to either deduct or claim as a credit its share of foreign taxes paid by the Trust for U.S. federal income tax purposes, subject to certain limitations. Shareholders should consult their own advisors with respect to the potential imposition of taxes at the Trust level.

94

ERISA AND RELATED CONSIDERATIONS

The Employee Retirement Income Security Act of 1974 (“ERISA”) and/or Section 4975 of the Code impose certain requirements on: (i) employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to Title I of ERISA and/or Section 4975 of the Code (collectively, “Plans”); and (ii) persons who are fiduciaries with respect to the investment of assets treated as “plan assets” within the meaning of U.S. Department of Labor (the “DOL”) regulation 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA (the “Plan Assets Regulation”), of a Plan. Investments by Plans are subject to the fiduciary requirements and the applicability of prohibited transaction restrictions under ERISA and the Code.

“Governmental plans” within the meaning of Section 3(32) of ERISA, certain “church plans” within the meaning of Section 3(33) of ERISA and “non-U.S. plans” described in Section 4(b)(4) of ERISA, while not subject to the fiduciary responsibility and prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code, may be subject to any federal, state, local, non-U.S. or other law or regulation that is substantially similar to the foregoing provisions of ERISA and the Code. Fiduciaries of any such plans are advised to consult with their counsel prior to an investment in the Shares.

In contemplating an investment of a portion of Plan assets in the Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the “Risk Factors” discussed above and whether such investment is consistent with its fiduciary responsibilities. The Plan fiduciary should consider, among other issues, whether: (1) the fiduciary has the authority to make the investment under the appropriate governing plan instrument; (2) the investment would constitute a direct or indirect non-exempt prohibited transaction with a “party in interest” or “disqualified person” within the meaning of ERISA and Section 4975 of the Code respectively; (3) the investment is in accordance with the Plan’s funding objectives; and (4) such investment is appropriate for the Plan under the general fiduciary standards of investment prudence and diversification, taking into account the overall investment policy of the Plan, the composition of the Plan’s investment portfolio and the Plan’s need for sufficient liquidity to pay benefits when due. When evaluating the prudence of an investment in the Shares, the Plan fiduciary should consider the DOL’s regulation on investment duties, which can be found at 29 C.F.R. § 2550.404a-1.

The Sponsor believes that the Shares will be “widely-held” and “freely transferable” within the meaning of those terms as defined in Department of Labor Regulations sections 2510.3-1 01 (b)(2) and (3), and therefore the Trust’s assets will not be “plan assets” under ERISA. It is intended that: (a) none of the Sponsor, the Trustee, Administrator, the Transfer Agent, the Mint, the Cash Custodian or any of their respective affiliates (the “Transaction Parties”) has through this report and related materials provided any investment advice within the meaning of Section 3(21) of ERISA to the Plan in connection with the decision to purchase or acquire such Shares; and (b) any investment in Shares will not make a Transaction Party a fiduciary to a Plan.

95

PLAN OF DISTRIBUTION

Authorized Participants

The Trust issues Shares in Creation Units to Authorized Participants continuously in exchange for deposits of Sprott ESG Approved Gold.

Authorized Participants may offer to the public, from time to time, Shares from any Creation Units they create. Shares offered to the public by Authorized Participants will be offered at a per Share offering price that will vary depending on, among other factors, the trading price of the Shares on the Exchange, the NAV per Share and the supply of and demand for the Shares at the time of the offer. Shares initially comprising the same Creation Unit but offered by Authorized Participants to the public at different times may have different offering prices. The excess, if any, of the price at which an Authorized Participant sells a Share over the price paid by such Authorized Participant in connection with the creation of such Share in a Creation Unit may, depending upon the facts and circumstances, be deemed to be underwriting compensation by the FINRA Corporate Financing Department. Authorized Participants will not receive from the Trust, the Sponsor or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public, although investors are expected to be charged a commission by their brokers in connection with purchases of Shares that will vary from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

The Marketing Agent, pursuant to the terms and conditions of the Marketing Agent Agreement, will assist the Sponsor with certain functions and duties relating to distribution and marketing, including reviewing and approving orders placed by Authorized Participants and transmitted to the Transfer Agent and assisting the Sponsor with the preparation, review and approval of Marketing Materials for compliance with applicable SEC and FINRA Rules, and filing all such materials required to be filed with FINRA. For more information, see “Description of the Trust Documents—Description of the Marketing Agent Agreement.”

As of the date of this prospectus, Virtu Americas LLC has executed an Authorized Participant Agreement and is the only Authorized Participant, though in the future other entities may become Authorized Participants. On July 19, 2022, the Initial AP deposited gold for the purchase of Creation Units totaling 100,000 shares at the share price equal to $34.26 per share. Total proceeds to the Trust from the sale of the Creation Units were 2,000 troy ounces of gold. At contribution, the value of the gold deposited with the Trust was $3,426,100 based on the price of an ounce of gold of $1,713.05 announced on July 19, 2022. The Initial AP intends to offer to the public these 100,000 Shares at a per-Share offering price that will vary depending on, among other things, the price of gold, the Trust’s NAV and the trading price of the Shares on the Exchange at the time of the offer. Shares offered by the Initial AP at different times may have different offering prices.  Prior to this offering, there was no public market for the Shares. The Initial AP is not affiliated with the Sponsor or the Trustee.

Likelihood of Becoming a Statutory Underwriter

Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a “distribution,” as such term is used in the Securities Act, will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities Act. For example, the Initial AP will be a statutory underwriter with respect to the initial purchase of Creation Units. Any purchaser who purchases Shares with a view towards distribution of such Shares may be deemed to be a statutory underwriter. In addition, an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Creation Unit from the Trust, breaks the Creation Unit down into the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. In contrast, Authorized Participants may engage in secondary market or other transactions in Shares that would not be deemed “underwriting.” For example, an Authorized Participant may act in the capacity of a broker or dealer with respect to Shares that were previously distributed by other Authorized Participants. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above

96

should not be considered a complete description of all the activities that would lead to designation as an underwriter and subject them to the prospectus delivery and liability provisions of the Securities Act.

Dealers who are neither Authorized Participants nor “underwriters” but are nonetheless participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.

While the Authorized Participants may be indemnified by the Sponsor, they will not be entitled to receive a discount or commission from the Trust or the Sponsor for their purchases of Creation Units.

General

Retail investors may purchase and sell Shares through traditional brokerage accounts. Investors who purchase Shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

Investors intending to create or redeem Creation Units through Authorized Participants in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.

The Sponsor and the Trust have agreed to indemnify certain parties against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that such parties may be required to make in respect of those liabilities.

The offering of Creation Units is being made in compliance with FINRA Rule 2310. Accordingly, the Authorized Participants will not make any sales to any account over which they have discretionary authority without the prior written approval of a purchaser of Shares. Authorized Participants will not receive from the Trust or the Sponsor any compensation in connection with an offering of the Shares.

The maximum amount of items of value to be paid to FINRA Members in connection with the offering of the Shares by the Trust will not exceed 10% of the gross offering proceeds of the Shares.

The Shares are expected to be listed on the Exchange under the ticker symbol “SESG”.

LEGAL PROCEEDINGS

The Trust is not aware of existing or pending legal proceedings against it, nor is the Trust involved as a plaintiff in any proceedings or pending litigation.

LEGAL MATTERS

The validity of the Shares will be passed upon for the Sponsor by Seward & Kissel LLP, who will also render an opinion regarding the material U.S. federal income tax consequences of the ownership of Shares.

EXPERTS

The financial statement of the Trust as of July 19, 2022, has been included herein in reliance upon the report of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and in reliance upon the authority of said firm as experts in accounting and auditing.

97

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Sponsor has filed on behalf of the Trust a registration statement on Form S-1 with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about the Trust or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of the SEC at the below address.

Information about the Trust and the Shares can also be obtained from the Trust’s website, which will be located at sprott.com/sesg. The Trust’s website address is only provided here as a convenience to you and the information contained on or connected to the website is not part of this prospectus or the registration statement of which this prospectus is part.

The Trust is subject to the informational requirements of the Exchange Act and the Sponsor, on behalf of the Trust, will file quarterly and annual reports and other information with the SEC. The Sponsor will file an updated prospectus annually for the Trust pursuant to the Securities Act. The reports and other information can be inspected at the public reference facilities of the SEC located at 100 F Street, NE, Washington, DC 20549 and online at www.sec.gov. You may also obtain copies of such material from the public reference facilities of the SEC at 100 F Street, NE, Washington, DC 20549, at prescribed rates. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov.

98

EXHIBIT A: GLOSSARY

In this prospectus, each of the following quoted terms has the meanings set forth after such term:

“Administrator”—The Bank of New York Mellon, together with its permitted successors and assigns.

“Administration and Accounting Agreement”—The Agreement between the Bank of New York Mellon and the Trust governing the administrative, valuation and computation services to be provided by the Bank of New York Mellon on behalf of the Trust, as may be amended from time to time.

“Adviser”—Sprott Asset Management USA Inc.

“Advisory Agreement”—The Agreement between the Adviser, the Sponsor and the Trust governing the investment advisory services to be provided by the Adviser on behalf of the Trust, as may be amended from time to time.

“Allocated Gold Custody Agreement”—The Custodial Services Agreement between the Sponsor, the Trust, and the Mint which sets forth the obligations and responsibilities of the Mint in respect of the safekeeping of the Trust's allocated gold, as the same may be amended from time to time.

“Auditor”—KPMG LLP.

“Authorized Participant” — An entity that is: (1) a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions; (2) a participant in the DTC; and (3) a party to an Authorized Participant Agreement.

“Authorized Participant Agreement”—An agreement between the Trust, the Sponsor and an entity that is: (1) a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions; and (2) a participant in the DTC, which permits that entity to purchase or redeem Creation Units with the Trust.

“Basket Gold Amount”—The amount of gold an Authorized Participant is required to deliver or receive to or from the Trust, as applicable, which is at least equal to the aggregate NAV of the number of Creation Units that are part of a Purchase Order or Redemption Order, as the case may be.

“Book Entry System”—The Federal Reserve Treasury Book Entry System for U.S. and federal agency securities.

“Business Day”—Any day other than: (i) a Saturday or a Sunday or (ii) a day on which the Exchange is closed for regular trading.

“Cash”—U.S. dollars.

“Cash Custodian”—The Bank of New York Mellon is the cash custodian of the Trust.

“Cash Custody Agreement”—The Custodial Services Agreement, as may be amended from time to time, between the Trust and the Cash Custodian which sets forth the obligations and responsibilities of the Cash Custodian in respect of maintaining and administering the Trust’s Cash Account held at the Cash Custodian.

“CEA”—Commodity Exchange Act of 1936, as amended.

“Cede & Co.”—The name in which certain shares may be held on the books of DTC.

“CFTC”—The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States.

“Code”—The United States Internal Revenue Code of 1986, as amended.

99

“Creation Unit”—Blocks of 50,000 Shares that the Trust issues to and redeems from Authorized Participants.

“DSTA”—The Delaware Statutory Trust Act.

“DTC”—The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC. DTC will act as the securities depository for the Shares.

“DTC Participant”—A direct participant in DTC, such as a bank, broker, dealer or trust company.

“ERISA”—Employee Retirement Income Security Act of 1974, as amended.

“ESG Criteria”—Criteria used for the ESG assessment of mines and miners by the Sponsor, which encompass numerous factors as set forth in more detail under “Sprott ESG Approved Gold and Unallocated Gold” above.

“ETF”—Exchange-traded fund.

“Evaluation Time”—Each Business Day at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

“Exchange”—NYSE Arca, Inc.

“Exchange Act”—The Securities Exchange Act of 1934, as amended.

“FINRA”—The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers.

“GAAP”—The U.S. generally accepted accounting principles.

“Gold Accounts”—Collectively, the Trust Allocated Account and the Trust Unallocated Account.

“Gold Storage Agreements”—The Allocated Gold Custody Agreement and the Unallocated Gold Custody Agreement.

“Indirect Participants”—Those banks, brokers, dealers, trust companies and others who maintain, either directly or indirectly, a custodial relationship with a DTC Participant.

“Initial AP”—Virtu Americas LLC.

“Investment Company Act”—Investment Company Act of 1940, as amended.

“IRS”—The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury.

“JOBS Act”—The Jumpstart our Business Startups Act of 2012.

“LBMA Gold Price”—The price of gold that is based on the LBMA daily auctions.

“LBMA Gold Price AM”—The price of gold that is based on the LBMA daily morning auction.

“LBMA Gold Price PM”—The price of gold that is based on the LBMA daily afternoon auction.

“LBMA Responsible Gold Guidance”—A set of standards established by the LBMA to help combat systematic or widespread abuses of human rights, to avoid contributing to conflict and to comply with high standards of anti-money laundering and combating terrorist financing practice.

“Liquidating Trustee”—The person proposed and approved by the Shareholders holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its

100

affiliates) to facilitate the liquidation of the Trust under the circumstances described in and pursuant to the terms of the Trust Agreement.

“Marketing Agent”—Sprott Global Resource Investments Ltd., together with its permitted successors and assigns.

“Marketing Agent Agreement”—The Marketing Agent Agreement, dated as of June 7, 2022, between the Trust and the Marketing Agent for certain services in connection with the creation and redemption of Shares of the Trust.

“Mint”—The Royal Canadian Mint.

“Mint Business Day”—Any day other than a Saturday, Sunday or a holiday observed by the Mint.

“NAV”—Net asset value.

“NAV per Share”—The net asset value per Share.

“NFA”—The National Futures Association.

“PCAOB”—The Public Company Accounting Oversight Board.

“Purchase Order”—The order an Authorized Participant must submit, prior to making a deposit, to the Transfer Agent which contains the specified number of Creation Units the Authorized Participant intends to acquire.

“Record Date”—With respect to any vote of Shareholders pursuant to the Trust Agreement, the date established by the Sponsor or the Transfer Agent, as applicable, for determining who is a Shareholder entitled to such voting right.

“Redemption Order”—The order an Authorized Participant must submit, prior to surrendering Creation Units for redemption, to the Transfer Agent that contains the specified number of Creation Units the Authorized Participant intends to redeem.

“Sarbanes-Oxley Act”—The Sarbanes-Oxley Act of 2002.

“SEC”—The U.S. Securities and Exchange Commission.

“Securities Act”—The Securities Act of 1933, as amended.

“Shareholder”—The person in whose name a Share is registered on the books and records of the Trust by the Transfer Agent, which in the case of any Share which is held through DTC, shall be DTC or its nominee, as applicable.

“Shares”—Common units of fractional undivided beneficial interest in, and ownership of, the Trust.

“Sponsor”—Sprott Asset Management LP.

“Sprott ESG Approved Gold”—Unencumbered, fully allocated physical gold bullion held by the Mint on behalf of the Trust that meets certain environmental, social and governance standards (“ESG”) that are established by the Sponsor.

“Sprott ESG Approved Gold Holdings”—The Trust’s holdings of Sprott ESG Approved Gold.

“Sprott ESG Approved Mine”—A mine operated by an Sprott ESG Approved Mining Company that is determined to be in sufficient compliance with the Trust’s ESG Criteria by the Sponsor.

“Sprott ESG Approved Mining Company”—A mining company that is determined to be in sufficient compliance with the Trust’s ESG Criteria by the Sponsor.

101

“Transfer Agent”—The Bank of New York Mellon, together with its permitted successors and assigns.

“Transfer Agency Agreement”—The Agreement between the Transfer Agent and the Trust governing the Transfer Agent's duties and obligations, as the same may be amended from time to time.

“Trust”—Sprott ESG Gold ETF.

“Trust Agreement”—The Amended and Restated Trust Agreement between the Trustee and the Sponsor establishing and governing the operations of the Trust, as the same may be amended from time to time.

“Trust Allocated Account”—The account in which the Mint stores gold for the account of the Trust on an allocated basis.

“Trust Unallocated Account”—The account in which the Mint stores gold for the account of the Trust on an uallocated basis.

“Trustee”—The Delaware Trust Company, together with its permitted successors and assigns.

“U.S. dollar” or “$”—United States dollar or dollars.

“Unallocated Gold Custody Agreement”—The Custodial Services Agreement between the Sponsor, the Trust, and the Mint which sets forth the obligations and responsibilities of the Mint in respect of the safekeeping of the Trust's unallocated gold, as the same may be amended from time to time.

102

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor, Trustee and Shareholders of Sprott ESG Gold ETF:

Opinion on the Financial Statement

We have audited the accompanying Statement of Assets and Liabilities including the Schedule of Investment of Sprott ESG Gold ETF (the Trust) as of July 19, 2022 and the related notes (collectively, the financial statement).

In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Trust as of July 19, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

This financial statement is the responsibility of the Trust’s management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 the financial statement is free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, 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 statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Trust’s auditor since 2022.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario
July 21, 2022

103

Sprott ESG Gold ETF

Statement of Assets and Liabilities

	As at July 19, 2022
	$
Assets
Investment in Gold Bullion	3,426,100
Total Assets	3,426,100
Liabilities
Total Liabilities	–
Net Assets (applicable to 100,000 ETF Share outstanding, 0.02 oz of Gold per share, unlimited number of shares authorized)	3,426,100
Net asset value per share outstanding ($3,426,100 divided by 100,000 shares outstanding)	$34.26

Schedule of Investment
Description	Ounces	Cost	Fair Value	% of Net Assets
Gold Bullion	2,000	3,426,100	3,426,100	100%

See notes to the Statement of Assets and Liabilities

104

Sprott ESG Gold ETF

Notes to the Statement of Assets and Liabilities

1:  Organization

Sprott ESG Gold ETF (the “Trust”) is a statutory trust formed on February 10, 2021 under the laws of Delaware. Sprott Asset Management LP (the “Sponsor”) is responsible for the management and administration of the Trust.

Virtu Americas LLC is an initial Authorized Participant and contributed 2,000 ounces of gold bullion in exchange for 100,000 shares on July 19, 2022. At contribution, the value of the gold bullion deposited with the Trust was based on a price of $1,713.05 per ounce of gold. The initial Authorized Participant is not affiliated with the Sponsor or the Trustee. These shares represent units of undivided beneficial interests in and ownership of the Trust’s net assets, for which the Trust has filed an application for listing on the NYSE Arca, Inc. (the “Exchange”) under the ticker symbol “SESG”.

The investment objective of the Trust is for the shares to closely reflect the performance of the price of gold, less the Trust’s expenses and liabilities, through an investment in gold bullion that meets certain ESG criteria determined by the Sponsor and on a temporary basis in unallocated gold bullion.

The Royal Canadian Mint (the “Mint”) is the custodian of the Trust’s gold bullion. The Delaware Trust Company is the trustee of the Trust (the “Trustee”). The Bank of New York Mellon is the Trust’s cash custodian (the “Cash Custodian”), administrator (the “Administrator”) and transfer agent (the “Transfer Agent”). Sprott Asset Management USA Inc. is the investment adviser (the “Adviser”) of the Trust.

The Trust’s assets consist primarily of unencumbered, fully allocated gold bullion held by the Mint on behalf of the Trust that meets certain environmental, social and governance (“ESG”) standards established by the Sponsor as described in the prospectus (“ESG Approved Gold”). The Trust will also, from time-to-time, and on a temporary basis, hold unallocated gold bullion under the following circumstances: (1) in connection with transfers of gold bullion to settle purchases and sales; (2) until additional ESG Approved Gold can be refined by the Mint; (3) to the extent that the Trust holds gold bullion in an amount less than a whole bar; and (4) in connection with payment of expenses of the Trust.

The Trust has no fixed termination date and intends to issue shares in Creation Units on a continuous basis at the applicable net asset value per share (“NAV”) on the creation order date. The fiscal year end for the Trust is December 31.

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

2: Significant Accounting Policies

The Sponsor has concluded that the Trust is classified as an emerging growth company for financial reporting purposes, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

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.

105

Valuation of Gold Bullion

The Trust values its investment in gold bullion at fair value as at the measurement date. Generally, 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 for that specific date. If there is no LBMA Gold Price PM on a specified day, the LBMA Gold Price AM or the most recently announced LBMA Gold Price PM or LBMA Gold Price AM is utilized to value gold bullion.

 The Trust uses a three-tier hierarchy as a framework for disclosing fair value based on inputs used to value their investments. The fair value hierarchy has the following levels:

Level 1: Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Trust has the ability to access at the measurement date;

Level 2:  Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

Level 3: Prices, inputs or complex modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The value of the Trust’s investment in gold bullion falls within level 1 of the hierarchy.

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 “Creation Unit”). The purchase and redemption of Creation Units will only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of ESG approved gold represented by the Creation Units being created or redeemed, at prices that will reflect the price of gold and the trading price of the Shares on Exchange at the time of the offer. Except when aggregated in Creation Units, Shares are not redeemable securities.

Orders to create and redeem Creation Units 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 are not required to register as broker-dealers to engage in securities transactions, (2) be a participant in The Depository Trust Company (“DTC”), (3) have an agreement with the Sponsor and the Trust (the “Authorized Participant Agreement”), and (4) in connection with creation and redemption of Creation Units, deliver or receive unallocated gold bullion to or from the Trust, as applicable.

Changes in the shares at July 19, 2022 are as follows:

Opening balance	–
Creations	100,000
Redemptions	–
Balance as at July 19, 2022	100,000

Income Taxes

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 Transfer Agent will report the Trust’s income, gains, losses and deductions to the Internal Revenue Service on that basis. At July 19, 2022, no amounts had “flowed through” to the Shareholders.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Trust’s financial statement.

106

3: Investment in Gold Bullion

The following represents the changes in ounces of gold bullion and the respective fair value at July 19, 2022.

	Amount in ounces		Amount in $US
Opening balance		–		–
Creations		2,000		3,426,100
Redemptions		–		–
Sales of Gold Bullion		–		–
Balance as at July 19, 2022		2,000		3,426,100

4: Related Parties

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 ordinary administrative and marketing expenses of the Trust, which are the fees and expenses associated with the services provided by the Trustee (in its capacity as trustee of the Trust), the Administrator, the Transfer Agent, the Adviser, Sprott Global Resource Investment Ltd. (the “Marketing Agent”),  and the Mint (in its capacity as custodian of the Trust’s gold bullion), any expenses charged by the Mint in connection with refining ESG Approved Gold, any costs associated with researching, establishing and maintaining the ESG Criteria and the diligence of the ESG Approved Gold held by the Trust (the “ESG Approved Gold Holdings”), any costs associated with the transfer of gold bullion to or from Authorized Participants in connection with creations and redemptions, the Exchange’s listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal fees and expenses. The Trust will be responsible for fees and expenses that are not contractually assumed by the Sponsor, including taxes and governmental charges, expenses and litigation and indemnification obligations of the Trust.

The Sponsor’s fee is accrued daily and is paid monthly in arrears at an annualized rate equal to 0.38% of the Trust’s daily NAV. 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.

5: Concentration of Risk

The Trust’s sole business activity is the investment in gold bullion. Several factors could affect the price of gold including: (1) global or regional political, economic, or financial events and situations, especially those unexpected in nature, including the recent Russian invasion of Ukraine; (ii) interest rates in fiat currencies; (iii) currency exchange rates, including the rates at which gold is priced in exchange and trading venues around the world; (iv) investment and trading activities of large investors, including private and registered trusts, hedge funds and commodity funds, commodity pools, that may direct or directly invest in gold; (v) changes in economic variables such as economic output and growth, and monetary policies; (vi) changes in global gold supply and demand; and (vii) investor and speculator attitude or confidence towards gold.

In addition, there is no assurance that gold will maintain its long-term value in terms of U.S. dollar value in the future. In the event that the price of gold declines, the value of an investment in the Shares is expected to decline proportionately.

6: Indemnification

The Sponsor and its Affiliates, and their respective members, managers, directors, officers, employees, agents and Affiliates (each, a “Sponsor Indemnified Party”) shall be indemnified by the Trust and held harmless against any Indemnified Amounts arising out of or in connection with the performance of its obligations under the Trust Agreement, any actions taken in accordance with the provisions of the Trust Agreement, and the performance of obligations under any other agreement entered into by the Sponsor in furtherance of the administration of the Trust; provided that any such Indemnified Amount was not the direct result of: (1) gross negligence, bad faith or willful misconduct on the part of such Sponsor Indemnified Party or (2) reckless disregard on the part of the Sponsor of its obligations and duties under the Trust Agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself against any claim or liability in its capacity as Sponsor and any amounts paid by the Sponsor to any Trustee Indemnified Person pursuant to Section

107

5.12(a) of the Trust Agreement. Any amounts payable to a Sponsor Indemnified Party under Section 5.12(b) of the Trust Agreement may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may, in its discretion, undertake any action, that it may deem to be necessary or desirable in respect of the Trust Agreement and the rights and duties of the parties hereto and the interests of the Registered Owners, including prosecuting, defending, settling or comprising actions or claims at law or in equity that it considers necessary or proper to protect the Trust or the interests of the Registered Owners, and, in such event, the legal expenses and costs of any such actions shall be expenses and costs of the Trust, and the Sponsor shall be entitled to be reimbursed therefore by the Trust.

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.

108

PROSPECTUS

SPROTT ESG GOLD ETF

Until [          ], 2022 (25 calendar days after the date of this prospectus), all dealers effecting transactions in the Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

[          ], 2022

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

 Set forth below is an estimate (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts) payable by the registrant in connection with the issuance and distribution of the Shares pursuant to the prospectus contained in this registration statement.  All amounts shown are estimates:

SEC registration fee		(1)
NYSE Arca, Inc. listing fee	$	20,000
Legal fees and expenses	$	550,000
Accounting fees and expenses	$	40,000
Printing and engraving costs	$	75,000
Transfer agent and marketing fees	$	10,000
Miscellaneous	$	150,000
Total		(2)

(1) Applicable SEC registration fees have been deferred in accordance with Rules 456(d) and 457(u) of the Securities Act and will be paid on an annual net basis no later than 90 days after the end of each fiscal year and are therefore not estimable at this time.

(2) Because an indeterminable amount of securities is covered by this registration statement, the total expenses in connection with the issuance and distribution of the securities are, therefore, not currently determinable.

Item 14. Indemnification of Directors and Officers.

The Sponsor and its affiliates, and their respective members, managers, directors, officers, employees, agents and controlling persons, will be indemnified by the Trust and held harmless against any loss, judgment, liability, claim, suit, penalty, tax, cost, amount paid in settlement of any claims sustained by it or expense incurred by it arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Sponsor in furtherance of the administration of the Trust, including any costs and expenses incurred by the Sponsor in defending itself against any claim or liability in its capacity as Sponsor; provided that (i) such loss was not the direct result of gross negligence, bad faith or willful misconduct on the part of the Sponsor, and (ii) any such indemnification will be recoverable only from the assets of the Trust. Any indemnifiable amounts payable to such indemnified persons may be payable in advance or shall be secured by a lien on the Trust.

The Trustee and any of the officers, directors, affiliates, employees and agents of the Trustee shall be indemnified by the Trust and held harmless against any loss, damage, liability (including liability under state or federal securities laws), claim, action, suit, cost, expense, disbursement (including the reasonable fees and expenses of counsel generally and in connection with its enforcement of its indemnification rights), tax or penalty of any kind and nature whatsoever, to the extent arising out of, imposed upon or asserted at any time against such indemnified person in connection with the execution or delivery of the Trust Agreement, the performance of its obligations under the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated therein; provided, however, that (i) the Trust shall not be required to indemnify any such indemnified person for any such expenses which are a result of the willful misconduct, bad faith or gross negligence related to the express duties of the Trustee, and (ii) any such indemnification will be recoverable only from the assets of the Trust. The obligations of the Trust to indemnify such indemnified persons under the Trust Agreement shall survive the resignation or removal of the Trustee and the termination of the Trust Agreement.  Any indemnifiable amounts payable to such indemnified persons may be payable in advance or shall be secured by a lien on the Trust.

Item 15. Recent Sales of Unregistered Securities.

Not applicable.

II-1

Item 16. Exhibits and Financial Statement Schedules.

(a)Exhibits

1.1*	Form of Authorized Participant Agreement
4.1*	Amended and Restated Trust Agreement
4.2**	Certificate of Trust
4.3**	Short Form Trust Agreement
4.4**	Certificate of Amendment to Certificate of Trust
5.1*	Opinion of Seward & Kissel LLP as to legality of Shares
8.1*	Opinion of Seward & Kissel LLP as to tax matters
10.1*	Allocated Gold Storage and Custody Agreement
10.2*	Trading and Unallocated Gold Custody Agreement
10.3*	Cash Custody Agreement
10.4*	Trust Administration and Accounting Agreement
10.5*	Transfer Agency and Service Agreement
10.6**	Marketing Agent Agreement
10.7*	License Agreement
10.8*	LBMA Master License Agreement
10.9*	IOPV Calculation Agreement
10.10*	Sponsor Agreement
10.11*	LBMA Display License Agreement
10.12*	Advisory Agreement
10.13*	Side Letter to Master License Agreement
23.1*	Consent of KPMG LLP
23.2	Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.3	Consent of Seward & Kissel LLP (included in Exhibit 8.1)
107**	Calculation of Filing Fee Tables

_______________

* Filed herewith.

** Filed previously.

(b)Financial Statement Schedules

Not applicable.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set

II-2

forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, That:

(A) Paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-8 under the Securities Act, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

(B) Paragraphs (1)(i), (ii), and (iii) of this section do not apply if the registration statement is on Form S-1 (§ 239.11 of this chapter), Form S-3 (§ 239.13 of this chapter), Form SF-3 (§ 239.45 of this chapter) or Form F-3 (§ 239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to § 230.424(b) of this chapter that is part of the registration statement.

(C) Provided further, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form SF-1 (§ 239.44 of this chapter) or Form SF-3 (§ 239.45 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the Registrant is relying on Rule 430B under the Securities Act:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) under the Securities Act shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) under the Securities Act) as part of a registration statement in reliance or Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) under the Securities Act) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of an included in the registration 

II-3

statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability proposes of the issuer and any person that is at that date an underwriter such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchase with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the Registrant is subject to Rule 430C under the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such  document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration

II-4

statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Darien, Connecticut, on the 22^nd day of July, 2022.

By: Sprott Asset Management LP, as Sponsor of the Trust
By:	/s/ Whitney George
	Name:  Whitney George
	Title: Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John Ciampaglia	John Ciampaglia (serving in the capacity of principal executive officer)	July 22, 2022
John Ciampaglia
/s/ Varinder Bhathal	Varinder Bhathal (serving in the capacity of principal financial officer and principal	July 22, 2022
Varinder Bhathal	accounting officer)

1

EX-1.1

Exhibit 1.1

SPROTT ESG GOLD ETF
FORM OF AUTHORIZED PARTICIPANT AGREEMENT

This Authorized Participant Agreement (the “Agreement”), dated as of __________, 20__ is entered into by and among ________________ (the “Authorized Participant”), Sprott ESG Gold ETF (the “Trust”), and Sprott Asset Management LP, as sponsor of the Trust (the “Sponsor”).

SUMMARY

As provided in the Amended and Restated Declaration of Trust, as it may be amended from time to time (the “Trust Agreement”) as currently in effect and described in the Prospectus (defined below), units of beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of fifty thousand (50,000) Shares (each aggregation, a “Creation Unit”). Creation Units are offered only pursuant to a registration statement of the Trust on Form S-1, as amended (currently, registration no.: 333-264576), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together with the prospectus of the Trust in the form filed with the SEC under Rule 424(b) under the Securities Act of 1933, as amended (the “1933 Act”) after the effectiveness of the Registration Statement (the “Prospectus”), as supplemented from time to time or any free writing prospectus as defined in Rule 405 of the 1933 Act (a “FWP”) prepared by, for or on behalf of the Sponsor and the Trust intended for general distribution included therein. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units to, and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company (“DTC”), or a successor depository, and only in exchange for unallocated physical gold bullion. This Agreement and the Procedures (defined below) set forth the specific procedures by which the Authorized Participant may create or redeem Creation Units.

Because new Shares can be created and issued on an ongoing basis, at any point during the existence of the Trust, a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Trust Shares.

Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement or Creation and Redemption Procedures set forth in Attachment A hereto (the “Procedures”).

To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:

Section 1.     Order Placement.   To place orders for the Sponsor (or its agent) to create or redeem one or more Creation Units, the Authorized Participant must follow the procedures for creation and redemption referred to in Section 3 of this Agreement, the Trust Agreement, and the Procedures described in Attachment A, as each may be amended, modified or supplemented from time to time. This Agreement is intended to set forth certain premises and the procedures by which the Authorized Participant may purchase and/or redeem (i) through the Continuous Net Settlement (“CNS”) clearing processes of National Securities Clearing Corporation (“NSCC”) as such processes have been enhanced to effect purchases and redemptions of Units, such processes being referred to herein as the “CNS Clearing Process,” or (ii) outside the CNS Clearing Process (i.e., through the manual process of DTC) (the “DTC Process”).

Solely with respect to Purchase Orders or Redemption Orders effected through the CNS Clearing Process, the Authorized Participant hereby authorizes the Transfer Agent to transmit to the NSCC on behalf of the Authorized Participant such instructions consistent with the instructions issued by the Authorized Participant to the Transfer Agent.  The Authorized Participant agrees to be bound by the terms of such instructions issued by the Transfer Agent and reported to NSCC as though such instructions were issued by the Authorized Participant directly to NSCC; provided, however, that the Authorized Participant shall not be bound or held liable for any loss, liability, cost, or expense (including reasonable attorneys’ fees) resulting from communication errors occurring between the Transfer Agent and the NSCC to the extent that such instructions between the Transfer Agent and the NSCC do not accurately reflect the instructions communicated by the Authorized Participant to the Transfer Agent or for the gross negligence, bad faith or willful misconduct of the Transfer Agent.

Section 2.     Status, Representations and Warranties of the Parties.

(a)     The Authorized Participant represents and warrants and covenants, so long as this Agreement is in full force and effect, the following:

(i)     The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give prompt notice to the Sponsor of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant.

(ii)     Unless Section 2(a)(iii) applies, the Authorized Participant either: (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of FINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. In connection with the purchase or redemption of Creation Units and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable U.S. federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the FINRA By-Laws and Conduct Rules of FINRA if it is a FINRA member, to the extent the foregoing relates to and are applicable to the Authorized Participant’s transactions in and activities with respect to Shares.  The

2

Authorized Participant will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold.

(iii)     If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of FINRA as set forth in Section 2(a)(ii) above, the Authorized Participant will, in connection with such offers and sales, (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the prospectus delivery requirements of the 1933 Act, and the regulations promulgated thereunder applicable to it, and (iii) if the Authorized Participant is not otherwise required to be registered, qualified or a member of FINRA as set forth in Section 2(a)(ii) above, conduct its business in accordance with the FINRA Conduct Rules, in each case, to the extent the foregoing relates to and is applicable to the Authorized Participant’s transactions in, and activities with respect to, Shares.

(iv)     The Authorized Participant has policies, procedures, and internal controls in place that are reasonably designed to comply with applicable anti-money laundering, counter-terrorist financing and economic sanctions, laws, rules, regulations, executive orders and requirements (including the U.S. Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and regulations of the U.S. Treasury Department which implement such acts) administered by any governmental authority of the United States (including the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury) that apply to transactions contemplated by this Agreement taken on behalf of the Authorized Participant or its customers.

(v)     The Authorized Participant will deliver the then-current Prospectus upon any sale by it of Shares or, if applicable, a notice consistent with Rule 173 under the 1933 Act in lieu of a Prospectus to the extent so required under the prospectus delivery and disclosure requirements of the 1933 Act. The Sponsor agrees that if it becomes aware of any new delivery or disclosure requirement under the 1933 Act relating to Shares, it shall use best efforts to notify the Authorized Participant of such requirement(s).

(vi)     The Authorized Participant agrees not to enforce against the Trust and Sponsor any patent rights with respect to the business of the Trust. For avoidance of doubt, this provision will only be effective during time periods in which the Agreement is in effect and shall not survive termination thereof.

(b)     The Sponsor represents and warrants that on the date hereof and at each time of purchase by the Authorized Participant of a Creation Unit from the Trust (each such time, the “Time of Purchase”), that:

(i)     on the effective date of the Registration Statement and at each Time of Purchase, the Trust’s Registration Statement and each Prospectus included therein shall be effective and no stop order of the SEC or self-regulatory authority with respect thereto shall have been issued and no proceedings for such purpose shall have been instituted or, to the Sponsor’s knowledge, will then be contemplated; the Registration Statement and each Prospectus included therein complied when it became effective and complies at the Time of Purchase in all material respects with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder,

3

and the Prospectus complied as of its effective date, and complies at the Time of Purchase, in all material respects with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder; and the conditions to the use of Form S-1 or Form S-3, as applicable, have been satisfied; the Registration Statement and any amendment thereto, did not when it became effective and does not at the Time of Purchase contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus and any amendment or supplement thereto did not, as of its effective date and does not at the Time of Purchase, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares, except the registration of the Shares under the 1933 Act; the Shares will be listed for trading on a national exchange; the Trust will not lend Trust securities pursuant to any securities lending arrangement that would prevent the Trust from settling a Redemption Order when due; any and all Marketing Materials (as defined below) prepared by the Trust or the Trust’s adviser and provided to the Authorized Participant in connection with the offer and sale of Shares shall comply with applicable law, including without limitation, the provisions of the 1933 Act and the rules and regulations thereunder and applicable requirements of FINRA, and will not contain any untrue statement of a material fact related to the Trust or the Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and the documents comprising the Disclosure Package (as defined below) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement, the Prospectus or the Disclosure Package in reliance upon and in conformity with information concerning the Authorized Participant and furnished in writing by the Authorized Participant to the Sponsor expressly for use therein. The “Disclosure Package” is the Prospectus and any amendments and supplements thereto at the Time of Purchase and any FWP prepared by, for or on behalf of the Sponsor before the Time of Purchase and intended for general distribution;

(ii)     the Sponsor has been duly organized and, on the effective date of the Registration Statement and at each Time of Purchase, will be validly existing as a limited partnership formed under the laws of the Province of Ontario, Canada, with offices in the United States and Canada, and with full power and authority to act as the sponsor of the Trust as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;

(iii)     at the time the Sponsor makes an offer of Shares following the filing of the Registration Statement, neither the Trust nor the Sponsor will be an “ineligible issuer” as defined in Rule 405 of the 1933 Act; and

(iv)     the Sponsor shall provide to the Authorized Participant copies of the then

4

current Prospectus and any promotional materials or sales literature in reasonable quantities upon request, the Sponsor will promptly notify the Authorized Participant when a revised, supplemented or amended Prospectus is available, the Sponsor will deliver or otherwise make available to the Authorized Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Participant to comply with any obligation the Authorized Participant may have to deliver such Prospectus to customers or in response to the Authorized Participant’s reasonable request, the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Participant no later than the effective date thereof, and the Sponsor will be deemed to have complied with any request made by the Authorized Participant under this paragraph when the Authorized Participant has received such revised, supplemented or amended Prospectus at the address indicated below the signature line of the Authorized Participant in such number of hard copies, or via e-mail, as it may have reasonably requested.

(c)     The Sponsor, on its own behalf and in its capacity as sponsor of the Trust, agrees:

(i)     upon receipt of request from the Authorized Participant therefor, to file a post-effective amendment or supplement, as applicable, to the Registration Statement removing any reference to the Authorized Participant thereunder; and

(ii)     to notify the Authorized Participant promptly, confirming such notice in writing if the original notice was oral, of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of, a stop order suspending the effectiveness of the Registration Statement, and, if the SEC should enter a stop order suspending the effectiveness of the Registration Statement, the Sponsor shall use its best efforts to obtain the lifting or removal of such order as soon as possible.

Section 3.     Orders.

(a)     All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures; provided that the Sponsor shall provide the Authorized Participant with prior notice of any revised procedures and any revised procedures shall not apply retroactively to orders submitted prior to such change in procedures or prior to the time at which the Authorized Participant received notice of any such change. To the extent the Authorized Participant purchases or sells any Shares, it will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) of this Agreement within a commercially reasonable time following receipt of such notice.

(i)     The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and, together with a Purchase Order, each an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Order Cut-Off Time.

5

(ii)     The Sponsor may, in its discretion, suspend creations, or postpone the settlement date of a Purchase Order, (i) for any period during which the NYSE Arca, Inc. (the “Exchange”) is closed other than for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a Purchase Order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of owners of Shares (“Shareholders”). The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

(b)     The Authorized Participant understands and agrees that in the event the Basket Gold Amount (as defined in the Procedures)  is not transferred to the Trust by the time specified for the Purchase Order, or Shares are not delivered to the Transfer Agent by the time specified for the Redemption Order and, in each such case, in compliance with the Trust Agreement, the Procedures and this Agreement, the Purchase Order or Redemption Order may be cancelled by the Sponsor and the Authorized Participant will be responsible for all costs and expenses incurred by the Trust, the Sponsor or the Transfer Agent related to the cancelled Order. The Authorized Participant will not, however, be responsible for costs and expenses incurred by the Trust, the Sponsor or the Transfer Agent related to cancelled Orders to the extent the failure to transfer the Basket Gold Amount to the Trust is due to the gross negligence, bad faith or willful misconduct of the Transfer Agent or the Sponsor. The foregoing provisions notwithstanding, the Authorized Participant shall not be liable for any failure or delay in transferring a Basket Gold Amount in respect of a Purchase Order or for any failure or delay in surrendering Shares for redemption arising from any events set forth in, or similar to those contemplated in, Section 15 hereto. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order or Redemption Order will be extended as determined by the Sponsor in its sole discretion.

(c)     The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Order if: (i) it is determined by the Sponsor, or its designee, not to be in proper form; (ii) the Sponsor, or its designee, believes the acceptance or receipt of the Order would have adverse tax consequences to the Trust or its Shareholders; (iii) the acceptance or receipt of the Order would, in the opinion of counsel to the Sponsor, be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process Orders. Neither the Sponsor nor any designee shall be liable to any person by reason of the rejection of any Order. The Sponsor will promptly return to the Authorized Participant upon rejection of an Order all cash and any other property or assets tendered by the Authorized Participant, as well as all fees paid to the Sponsor, the Trust’s administrator or marketing agent by the Authorized Participant, including, without limitation, any transaction fees, with respect to such rejected Order.

(d)     The Sponsor may, in its discretion, suspend Redemptions, or postpone the settlement date of a Redemption Order: (i) for any period during which the Exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a Redemption Order is not reasonably practicable; (iii) when the Trust needs additional time to transfer additional unallocated gold that can be delivered to a redeeming Authorized Participant; or (iv) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages

6

that may result from any such suspension or postponement.

(e)     The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. If, and only if, required by law, the Authorized Participant also consents to the Sponsor’s or the Trust’s provision of information received from the Authorized Participant in connection with this Agreement to the Transfer Agent or the Custodian related to their responsibilities with respect to anti-money laundering, counter-terrorist financing and economic sanctions laws, rules, regulations, executive orders and requirements (including the U.S. Bank Secrecy Act, the USA PATRIOT Act, and regulations of the U.S. Treasury Department which implement such acts) administered by any governmental authority of the United States (including OFAC of the U.S. Department of the Treasury) or any other applicable domestic or foreign authority over the Trust.  In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.

Section 4.     Fees.  To offset some or all of the Trust’s transaction costs in fulfilling Orders, an Authorized Participant is required to pay a fixed transaction fee that is described in the Prospectus, and may be required by the Sponsor or the Transfer Agent to pay additional fees to reimburse the Trust for any and all expenses and costs incurred in connection with an Order, including any potential tax liabilities noted in Section 10(a) hereof; provided, however, that the Authorized Participant shall not be required to pay or reimburse the Trust for any tax liabilities to the extent that such payments result from the Sponsor’s, the Trust’s, or their designee’s willful misconduct, negligence, or bad faith. An Order may include multiple Creation Units. The transaction fee(s) may be reduced, increased or otherwise changed as provided for in the Prospectus.

Section 5.     Authorized Persons.  Concurrently with the execution of this Agreement and as requested in writing from time to time thereafter, the Authorized Participant shall deliver to the Sponsor, or its designee, a certificate, duly certified as appropriate by its secretary or other duly authorized person, in the form of Exhibit A (or such other formats as may be agreed to by the parties in writing), setting forth the names and signatures of all persons authorized to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of the Authorized Participant (each, an “Authorized Person”). The Sponsor may

7

accept and rely upon such certificate as conclusive evidence of the facts set forth therein and shall consider such certificate to be in full force and effect until the Sponsor, or its designee, receives a superseding certificate or of written notice (via e-mail is permissible) bearing a subsequent date and duly certified as described above from the Authorized Participant that one or more individuals should be added or removed from the certificate. Upon the termination or revocation of authority of any Authorized Person by the Authorized Participant, the Authorized Participant shall give prompt written notice of such fact to the Sponsor (via e-mail is permissible) and such notice shall be effective upon receipt by the Sponsor. The Sponsor shall issue, or caused to be issued, to each Authorized Person a unique personal identification number (the “PIN Number”) by which such Authorized Person shall be identified and by which instructions issued by the Authorized Participant hereunder shall be authenticated. The PIN Number shall be kept confidential by the Authorized Participant and shall only be provided to the Authorized Person; provided that certain employees of the Authorized Participant, such as those who work in legal, compliance, risk management, or other supervisory roles may have a reasonable need to know or may have incidental access to one or more PIN Numbers, and further provided that the Authorized Participant agrees to ensure that each such employee is restricted from using any such PIN Number. If, after issuance, the Authorized Person’s PIN Number is changed, the new PIN Number shall become effective on a date mutually agreed upon by the Authorized Participant and the Sponsor.

Section 6.     Redemption. The Authorized Participant represents and warrants that, as of the close of Business Day on which it has placed a Redemption Order (as described in the Procedures) with the Sponsor for the purpose of redeeming any Creation Units of any Fund, it, or any party for which it is acting (whether a customer or otherwise, a “Participant Client”), as the case may be, (i) owns or will own (within the meaning of Rule 200 of Regulation SHO of the 1934 Act) the requisite number of Shares of the Trust or (ii) has borrowed or has arranged to borrow the requisite number of shares or will have reasonable grounds to believe that the requisite number of Shares of the Trust can be borrowed (as contemplated by Rule 203(b)(1) of Regulation SHO of the 1934 Act) such that, in either case, the Authorized Participant can make good delivery of the Shares to the Trust two days following the date a Redemption Order is received (“Redemption Settlement Date”). In either case, the Authorized Participant acknowledges that: (i) it or, if applicable, its Participant Client, has or will have full legal authority and legal right to tender for redemption the requisite number of Shares of the Trust to be redeemed as a Creation Unit on the Redemption Settlement Date; (ii) it or, if applicable, its Participant Client, has full and legal authority and legal right to receive the entire proceeds of the redemption order on the Redemption Settlement Date; and (iii) if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement, securities lending agreement or any other arrangement affecting legal or beneficial ownership of such Shares being submitted for redemption, there are no restrictions precluding the delivery of such Shares (including borrowed Shares, if any) for redemption, free and clear of liens, on the Redemption Settlement Date.

To the extent that the Authorized Participant posts collateral on the Redemption Settlement Date in connection with a portion of the Shares that were unable to be delivered on the Redemption Settlement Date, the Trust agrees that it will not use any such collateral to purchase the Shares without giving the Authorized Participant reasonable advance notice and an opportunity to deliver the missing Shares.

8

Section 7.     Role of Authorized Participant.

(a)     The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant shall have no authority to act as agent for the Trust or the Sponsor in any matter or in any respect.

(b)     The Authorized Participant will make itself and its employees available, upon reasonable request and with reasonable notice, during normal business hours to consult with the Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement.

(c)     The Authorized Participant will, to the extent required by applicable law, maintain records of all sales of Creation Units made by or through it and, upon reasonable request of the Sponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the Sponsor with the names and addresses of the purchasers of such Creation Units and the number of Creation Units purchased if and to the extent that the Sponsor or the Trust has been requested to provide such information to a governmental agency or self-regulatory organization (“SRO”).

(d)     The Authorized Participant, as a DTC Participant, agrees that it shall be bound by all of the applicable obligations of a DTC Participant in addition to any applicable obligations that it undertakes hereunder or in accordance with the Prospectus.

(e)     The Authorized Participant agrees, subject to any privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws or the applicable rules of any self-regulatory organization, to assist the Sponsor in ascertaining certain information regarding sales of Shares made by or through the Authorized Participant upon reasonable request of the Trust or the Sponsor that is necessary for the Trust to comply with its obligations to distribute information to its Shareholders under applicable state or federal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its Shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Trust or the Sponsor of sufficient quantities to allow mailing thereof to such customers. The Sponsor agrees that the names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the Sponsor, the Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the Trust referred to in this Section 7(e) of this Agreement.

Section 8.     Indemnification.

(a)     The Authorized Participant hereby indemnifies and holds harmless the Sponsor, the Transfer Agent, the Trust, and their respective direct or indirect affiliates (as defined below) and their respective directors, sponsors, partners, members, managers, officers, employees and agents and each person, if any, who controls such persons within the meaning of Section 15 of the 1933

9

Act (each, an “AP Indemnified Party”) from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and the reasonable cost of investigation) (“Losses”) incurred by such AP Indemnified Party as a result of: (i) any material breach by the Authorized Participant of any provisions of this Agreement that relates to the Authorized Participant, including its representations, warranties and covenants, unless such breach occurred as a result of the Authorized Participant’s strict adherence to instructions reasonably given to it by such AP Indemnified Party; (ii) any material failure on the part of the Authorized Participant to perform any of its obligations set forth in this Agreement, unless such failure occurred as a result of the Authorized Participant’s strict adherence to instructions reasonably given to it by such AP Indemnified Party; (iii) any failure by the Authorized Participant to comply with applicable laws and the rules and regulations of any governmental entity or any SRO to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares under this Agreement, unless such failure occurred as a result of the Authorized Participant’s strict adherence to instructions reasonably given to the Authorized Participant by such AP Indemnified Party; (iv) any actions of such AP Indemnified Party in reasonable reliance upon any instructions issued by the Authorized Participant in accordance with the Procedures believed by the AP Indemnified Party to be genuine and to have been given by the Authorized Participant, except to the extent that the Authorized Participant had previously revoked a PIN Number used in giving such instructions or representations (where applicable) and such revocation was given by the Authorized Participant and received by the Trust in accordance with the terms of Section 5 hereto; or (v)(A) any representation by the Authorized Participant, its employees or its agents or other representatives about the Shares, any AP Indemnified Party or the Trust that is not consistent with the Trust’s then-current Prospectus made in connection with the offer or the solicitation of an offer to buy or sell Shares and (B) any untrue statement or alleged untrue statement of a material fact contained in any research reports, marketing material and sales literature described in Section 13(b) or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein when read together with the Prospectus, in the light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any AP Indemnified Party, unless, in either case of clauses (v)(A) and (v)(B), such representation, statement or omission was made or included by the Authorized Participant at the written direction of the Sponsor or is based upon any omission or alleged omission by the Sponsor or the Trust to state a material fact in connection with such representation, statement or omission necessary to make such representation, statement or omission not misleading. The Authorized Participant shall not be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any AP Indemnified Party unless the AP Indemnified Party shall have notified the Authorized Participant in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the AP Indemnified Party (or after the AP Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Authorized Participant of any claim shall not relieve the Authorized Participant from any liability which it may have to any AP Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph and shall only release it from such liability under this paragraph to the extent it has been materially prejudiced by such failure to give notice. The Authorized Participant shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Authorized Participant elects to assume the defense, the defense shall

10

be conducted by counsel chosen by it and satisfactory to the AP Indemnified Party in the suit, and who shall not, except with the consent of the AP Indemnified Parties, be counsel to the Authorized Participant. If the Authorized Participant does not elect to assume the defense of any suit, it will reimburse the AP Indemnified Party for the reasonable fees and expenses of any counsel retained by them.

(b)     The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant, its respective direct or indirect affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each, a “Sponsor Indemnified Party”) from and against any Losses incurred by such Sponsor Indemnified Party as a result of (i) any material breach by the Sponsor of any provision of this Agreement that relates to the Sponsor, unless such breach occurred as a result of the Sponsor’s strict adherence to instructions reasonably given to it by such Sponsor Indemnified Party; (ii) any material failure on the part of the Sponsor to perform any obligation of the Sponsor set forth in this Agreement unless such failure occurred as a result of the Sponsor’s strict adherence to instructions reasonably given to it by such Sponsor Indemnified Party; (iii) any failure by the Sponsor to comply with applicable laws and the rules and regulations of any governmental entity or any SRO to the extent that such laws, rules and regulations are applicable to the Sponsor’s duties and obligations under this Agreement; (iv) any untrue statements or alleged untrue statements or omissions or alleged omissions to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, contained made in any Marketing Materials (as defined in Section 13(a) herein) furnished to the Authorized Participant or otherwise approved in writing by the Trust; (v) actions of such Sponsor Indemnified Party in reasonable reliance upon any instructions issued or representations made by the Sponsor or the Trust in accordance with this Agreement or Attachment A hereto reasonably believed by the Authorized Participant to be genuine and to have been given by the Sponsor or the Trust; or (vi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement of the Trust as originally filed with the SEC or in any amendment thereof, or in the Prospectus, or in any amendment thereof or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except those statements in the Registration Statement or the Prospectus based on information furnished in writing by or on behalf of the Authorized Participant expressly for use in the Registration Statement or the Prospectus. The Sponsor shall not be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have notified the Sponsor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Sponsor of any claim shall not relieve the Sponsor from any liability which it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph and shall only release it from such liability under this paragraph to the extent it has been materially prejudiced by such failure to give notice. The Sponsor shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Sponsor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Sponsor Indemnified

11

Party in the suit and who shall not, except with the consent of the Sponsor Indemnified Party, be counsel to the Sponsor. If the Sponsor does not elect to assume the defense of any suit, it will reimburse the Sponsor Indemnified Party in the suit for the reasonable fees and expenses of any counsel retained by them.

(c)     This Section 8 shall not apply to the extent any such Losses are incurred as a result of or in connection with any gross negligence, bad faith or willful misconduct on the part of the AP Indemnified Party or the Sponsor Indemnified Party, as the case may be. The term “affiliate” in this Section 8 shall include, with respect to any person, entity or organization, any other person, entity or organization which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, entity or organization.

(d)     No indemnifying party, as described in paragraphs (a) and (b) above, shall, without the written consent of the AP Indemnified Party or the Sponsor Indemnified Party, as the case may be, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the AP Indemnified Party or Sponsor Indemnified Party, as the case may be, from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any AP Indemnified Party or Sponsor Indemnified Party, as the case may be.

(e)     The Sponsor and the Authorized Participant agree promptly to notify each other of the commencement of any proceedings or litigation against it and, in the case of the Sponsor, against any of the Sponsor’s officers or directors, in connection with the issuance and sale of the Shares or in connection with the Registration Statement or the Prospectus.

Section 9.     Limitation of Liability.  In the absence of gross negligence, bad faith or willful misconduct, neither the Sponsor nor the Authorized Participant shall be liable to each other or to any other person for any losses, liabilities, damages, costs or expenses arising out of any mistake or error in data or other information provided to any of them by each other or a third party or out of any interruption or delay in the electronic means of communications used by them.

Section 10.     Tax Liability. The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the Authorized Participant’s purchases or redemptions of any Creation Units made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees, upon written request, to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon upon reasonable notice thereof; provided, however, that the Authorized Participant shall not indemnify the Trust or the Sponsor for any tax or charge or any penalties, additions to tax or interest thereon to the extent that such payments

12

result from the Sponsor’s, the Trust’s, or their designee’s willful misconduct, negligence, or bad faith.

Section 11.     Acknowledgment.  The Authorized Participant acknowledges receipt of a (i) copy of the Trust Agreement and (ii) the current Prospectus of the Trust, and represents that it has had an opportunity to ask questions with respect to the terms thereof. The Sponsor and the Trust agree to process Orders, or cause its agents to process Orders, in accordance with the provisions of the Prospectus of the Trust, the Trust Agreement, and the Procedures.

Section 12.     Effectiveness and Termination.  Upon the execution of this Agreement by the parties hereto, this Agreement shall become effective in this form as of the date first set forth above, and may be terminated at any time by any party upon thirty (30) days prior written notice to the other parties unless earlier terminated: (i) in accordance with Section 2(a)(i); (ii) upon written notice to the Authorized Participant or the Sponsor by the other party in the event of a material breach by the Authorized Participant or the Sponsor, as the case may be, of this Agreement or the procedures described or incorporated herein; (iii) immediately in the circumstances described in Section 17(j); or (iv) at such time as the Trust is terminated pursuant to the Trust Agreement. This Agreement supersedes any prior agreement between the parties hereto with respect to the subject matter contained herein.

Section 13.     Marketing Materials; Representations Regarding Shares; Identification in Registration Statement.

(a)     The Authorized Participant represents, warrants and covenants that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, or (B) any promotional materials or sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials furnished to the Authorized Participant by the Sponsor (“Marketing Materials”), and (ii) will not furnish or cause to be furnished to any person or display or publish any information or materials relating to the Shares or any AP Indemnified Party, except for information and materials that are provided by the Sponsor or approved in writing by the Sponsor. Copies of the then-current Prospectus of the Trust and any such Marketing Materials will be supplied by the Sponsor to the Authorized Participant in reasonable quantities upon request.

(b)     Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares, provided that such research, sales literature, reports, and other similar materials comply with applicable federal securities laws and regulations and FINRA rules. The Authorized Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact related to Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding Shares, such statements of fact will be consistent with the

13

Prospectus. For the purposes of this paragraph, a representation or statement shall not be considered untrue or to have omitted a material fact where the representation or statement by the Authorized Participant is the result of information provided to the Authorized Participant by the Trust or the Sponsor.

(c)     The Sponsor will provide, or cause to be provided, to the Authorized Participant copies of the then current Prospectus and any Marketing Materials in reasonable quantities upon request. The Sponsor will notify the Authorized Participant when a revised, supplemented or amended Prospectus for the Shares is available, and make available to the Authorized Participant copies of such revised, supplemented or amended Prospectus at such time and in such quantities as may be reasonable to permit the Authorized Participant to comply with any obligation the Authorized Participant may have to deliver such Prospectus to its customers. The Sponsor shall be deemed to have complied with this Section 13(c) when the Authorized Participant has received such revised, supplemented or amended Prospectus by e-mail, in printable form, with such number of hard copies as may be agreed from time to time by the parties promptly thereafter.

(d)     For as long as this Agreement is effective, only if required by the SEC, the Authorized Participant agrees to be identified as an authorized participant of the Trust (i) in the section of the Prospectus included within the Registration Statement entitled “Plan of Distribution” and in any other section as may be required by the SEC and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Trust qualifies and in its sole discretion elects to file on Form S-3, the Trust will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust.

Section 14.     Certain Covenants of the Sponsor.   The Sponsor, on its own behalf and as sponsor of the Trust, covenants and agrees:

(a)     to notify the Authorized Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the expense of the Trust, to the Authorized Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; and

(b)     to furnish directly or cause to be furnished to the Authorized Participant, at each time (i) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Shares and a single Prospectus is used in reliance on Rule 429 under the 1933 Act, and (iii) there is financial information incorporated by reference into the Registration Statement or the Prospectus, such customary documents and certificates in form and content as reasonably requested and agreed.

14

Section 15.     Force Majeure.    No party to this Agreement shall incur any liability for any delay in performance, or for the non-performance, of any of its obligations under this Agreement by reason of any cause beyond its reasonable control. This includes nuclear fission or fusion, radioactivity, war, terrorist event, invasion, epidemic or pandemic, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, acts of God, such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting the Sponsor, any of the Sponsor’s designees for purposes of fulfilling Orders, the Trust, the Transfer Agent, or Authorized Participant, any breakdown, malfunction or failure of transmission in connection with or other unavailability of any wire or communication facilities, any transport, port, or airport disruption, industrial action, acts and regulations and rules of any governmental or supra-national bodies or authorities or regulatory or self-regulatory organization or failure of any such body, authority or organization for any reason, to perform its obligations, or similar extraordinary events beyond the a party’s reasonable control.

Section 16.     Ambiguous Instructions.If a Purchase Order Form or a Redemption Order Form contains order terms that differ from the information provided in the telephone call at the time of issuance of the applicable order number, the Sponsor will use commercially reasonable efforts to contact one of the Authorized Persons of the Authorized Participant to request confirmation of the terms of the Order. If an Authorized Person confirms the terms as they appear in the Order, then the Order will be accepted and processed. If an Authorized Person contradicts the Order terms, the Order will be deemed invalid, and a corrected Order must be received by the Sponsor. If the Sponsor is not able to contact an Authorized Person, then the Order shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone information. In the event that an Order contains terms that are not complete or are illegible, the Order will be deemed invalid and the Sponsor will attempt to contact one of the Authorized Persons of the Authorized Participant to request retransmission of the Order.

Section 17.     Miscellaneous.

(a)     Amendment and Modification.  This Agreement may not be amended except by a writing signed by all the parties hereto.  The Procedures attached as Attachment A and the Exhibits hereto may be amended, modified or supplemented by the Trust and the Sponsor, without consent of the Authorized Participant from time to time by the following procedure. Any amendment to the Procedures shall not apply retroactively to Orders submitted prior to the effectiveness of such amendment. After the amendment, modification or supplement has been agreed to, the Sponsor will mail a copy of the proposed amendment, modification or supplement to the Authorized Participant in accordance with Section 17(c) below. For the purposes of this Agreement, mail will be deemed received by the recipient thereof on the third (3rd) day following the deposit of such mail into the United States postal system and e-mail will be deemed received on the day the message was sent. Within fifteen (15) calendar days after its deemed receipt, the amendment, modification or supplement will become part of this Agreement, the Attachments or the Exhibits, as the case may be, in accordance with its terms. If at any time there is any material amendment, modification or supplement of any Sprott ESG Gold ETF Authorized Participant Agreement (other than this Agreement), the Sponsor will promptly mail a copy of such amendment, modification or supplement to the Authorized Participant.

15

(b)     Waiver of Compliance.  Any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but any such written waiver, or the failure to insist upon strict compliance with any obligation, covenant, agreement or condition herein, shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(c)     Notices.  Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by e-mail or personal delivery, by postage prepaid registered or certified United States first class mail, return receipt requested, by nationally recognized overnight courier (delivery confirmation received) or by telex, telegram or telephonic facsimile, e-mail or similar means of same day delivery (transmission confirmation received). Unless otherwise notified in writing, all notices to the Trust shall be given or sent to the Sponsor. All notices shall be directed to the appropriate contact information indicated below the signature line of the parties on the signature page hereof.

(d)     Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

(e)     Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties, which shall not be unreasonably withheld, except that any entity into which a party hereto may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion, or consolidation to which such party hereunder shall be a party, or any entity succeeding to all or substantially all of the business of the party, shall be the successor of the party under this Agreement and except that the Sponsor may delegate its obligations hereunder to the Transfer Agent by advance written notice to the Authorized Participant. The party resulting from any such merger, conversion, consolidation or succession shall notify the other parties hereto of the change in writing. Any purported assignment in violation of the provisions hereof shall be null and void. Notwithstanding the foregoing, this Agreement shall be automatically assigned to any successor trustee or Sponsor at such time such successor qualifies as a successor trustee or Sponsor under the terms of the Trust Agreement. Furthermore, the Authorized Participant may assign its rights, interests or obligations hereunder to an affiliate without mutual written consent of any other party.

(f)     Governing Law; Consent to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict of laws principles) as to all matters, including matters of validity, construction, effect, performance and remedies. Each party hereto irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such party at such party’s address for purposes of notices hereunder. Each party hereby waives its right to a trial by

16

jury of any claim arising under or in connection with this Agreement.

(g)     Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party.

(h)     Interpretation.  The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

(i)     Entire Agreement.  This Agreement (including any schedules, attachments or exhibits attached hereto), along with any other agreement or instrument delivered pursuant to this Agreement, supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof, provided, however, that the Authorized Participant shall not be deemed by this provision to be a party to the Trust Agreement.

(j)     Severance.  If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra national body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits, obligations, or expectations of the parties to this Agreement. If this Agreement as so modified substantially impairs the respective benefits, obligations, or expectations of the parties to this Agreement, it shall be subject to immediate termination upon written notice by the terminating party delivered in accordance with Section 17(c) of this Agreement.

(k)     No Strict Construction.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

(l)     Survival.  Sections 8 (Indemnification) and 18 (No Promotion) hereof and the parties’ representations and warranties hereunder shall survive the termination of this Agreement.

(m)     Other Usages.  The following usages shall apply in interpreting this Agreement: (i) references to a governmental or quasigovernmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of such agency, authority or instrumentality; and (ii) “including” means “including, but not limited to.”

(n)     Privacy Policies and Procedures.  The Authorized Participant affirms that it has policies and procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation.

17

Section 18.     No Promotion.  Except as provided in Section 13(d) of this Agreement, each of the Trust and the Sponsor agrees that it will not, without the prior written consent of the Authorized Participant in each instance, (i) use in advertising, publicity or otherwise the name of the Authorized Participant or any affiliate of the Authorized Participant, or any partner or employee of the Authorized Participant, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Authorized Participant or its affiliates, or (ii) represent, directly or indirectly, that any product or any service provided by the Trust or the Sponsor has been approved or endorsed by the Authorized Participant.

[Signature Page Follows]

18

IN WITNESS WHEREOF, the Authorized Participant, the Trust and the Sponsor, on behalf of the Trust, have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.

SPROTT ASSET MANAGEMENT LP
By:
Name:	W. Whitney George
Title:	Director
SPROTT ESG GOLD ETF
By:	SPROTT ASSET MANAGEMENT LP, its Sponsor
	By:
	Name:	W. Whitney George
	Title:	Director
AUTHORIZED PARTICIPANT
By:
Name:
Title:

19

EXHIBIT A

CERTIFICATE OF AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT

The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by the Authorized Participant Agreement or any other notice, request or instruction on behalf of the Authorized Participant pursuant to the Sprott ESG Gold ETF Authorized Participant Agreement.

Authorized Participant:
Name:
E-Mail Address:
Telephone:
Fax:
Name:
E-Mail Address:
Telephone:
Fax:
Name:
E-Mail Address:
Telephone:
Fax:
Name:
E-Mail Address:
Telephone:
Fax:
	Certified By:
	Name:
	Title:
	Date:

20

ATTACHMENT A

SPROTT ESG GOLD ETF

CREATION AND REDEMPTION PROCEDURES

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	A-1
Section 1.01     Definitions	A-1
Section 1.02     Interpretation	A-3
Section 1.03     Conflicts	A-3
ARTICLE II CREATION PROCEDURES	A-3
Section 2.01     Creations of Shares	A-3
ARTICLE III REDEMPTION PROCEDURES	A-6
Section 3.01     Redemption of Shares	A-6

i

SPROTT ESG GOLD ETF

CREATION AND REDEMPTION PROCEDURES

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01     Definitions. For purposes of these Creation and Redemption Procedures (the “Procedures”), unless the context otherwise requires, the following terms will have the following meanings:

“Applicable Transaction Fee” shall mean, for any date of determination, the nonrefundable transaction fee applicable to an Order, as described in the Prospectus as of such date.

“Authorized Participant” shall have the meaning ascribed to the term in the introductory paragraph of the Authorized Participant Agreement.

“Authorized Participant Agreement” or “Agreement” shall mean the Authorized Participant Agreement to which these Procedures are attached as Attachment A.

“Basket Gold Amount” shall mean an amount of gold in unallocated form equal to the aggregate NAV of Shares included in one or more Creation Units that are part of an Order.

“Business Day” shall mean any day other than: (i) a Saturday, Sunday or other day on which the Exchange is closed for regular trading, and, in respect of any action to be taken by the Trustee, on which the Trustee is not open for business; or (ii) a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed.

“Creation” shall mean the process that begins when an Authorized Participant first indicates to the Creation and Redemption Agent its intention to purchase one or more Creation Units pursuant to these Procedures and concludes with the issuance by the Trust and Delivery to such Authorized Participant of the corresponding number of Creation Units.

“Creation and Redemption Agent” shall mean The Bank of New York Mellon, a New York corporation authorized to do banking business, or any successor thereto engaged by the Trust as the Trust’s agent for effecting Creations and Redemptions with Authorized Participants.

“Creation and Redemption Line” shall mean a telephone number for the BNYM ETF Order Desk Administrator designated as such by the Creation and Redemption Agent and communicated to each Authorized Participant in compliance with the notice provisions of the respective Authorized Participant Agreement.

A-1

“Creation Unit” shall mean 50,000 Shares (or such number as shall be designated pursuant to the Trust Agreement).

“Custodian” shall mean the Royal Canadian Mint and any sub-custodians appointed by the Royal Canadian Mint in accordance with its Gold Storage Agreement with the Trust.

“Delivery” shall mean full delivery of constituents of a Creation Unit to or from (as the context may be require) the Trust’s account at the Creation and Redemption Agent.

“DTC” shall mean The Depository Trust Company, its nominees and their respective successors.

“Exchange” shall mean the applicable national securities exchange where the Shares are listed, or any successor thereto.  The Shares will be listed on NYSE Arca, Inc.

“LBMA Gold Price PM” means the price of physical gold obtained from auctions conducted by ICE Benchmark Administration, a benchmark administrator appointed by the London Bullion Market Association, at 3:00 p.m., London Time on a Business Day.

“NAV” shall mean the net asset value of a Share of the Trust on an Order Date, calculated in accordance with the valuation procedures described in the Prospectus.

“Order” shall mean a Purchase Order or a Redemption Order.

“Order Cut-Off Time” shall mean 3:59:59 p.m. (New York time) on a Business Day.

“Order Date” shall mean the Business Day on which a Purchase Order or Redemption Order was received prior to the Order Cut-Off Time.

“Prospectus” shall have the meaning ascribed to the term in the Authorized Participant Agreement.

“Purchase Order” shall mean an order to purchase one or more Creation Units.

“Redemption” shall mean the process that begins when an Authorized Participant first indicates to the Creation and Redemption Agent its intention to redeem one or more Creation Units pursuant to these Procedures and concludes with Delivery by the Creation and Redemption Agent of the corresponding Basket Gold Amount to such Authorized Participant.

“Redemption Order” shall mean an order to redeem one or more Creation Units.

“Shareholders” shall mean owners of Shares.

“Shares” shall mean shares issued by the Trust representing units of beneficial interest in the Trust.

“Sponsor” shall mean Sprott Asset Management LP, a limited partnership formed under the laws of the Province of Ontario, Canada, with offices in the United States and Canada, in its capacity as sponsor under the Trust Agreement, and any successor thereto in compliance with the provisions thereof.

A-2

“Trust” shall mean the Sprott ESG Gold ETF, a Delaware statutory trust governed by the provisions of the Trust Agreement.

“Trust Agreement” shall have the meaning set forth in the Authorized Participant Agreement.

“Trust Unallocated Gold Account” shall mean the Trust’s custody account for unallocated gold held by the Custodian.

“Trustee” shall mean Delaware Trust Company, as Delaware trustee.

Section 1.02     Interpretation. In these Procedures:

Unless otherwise indicated, all references to Sections, clauses, paragraphs, schedules or exhibits, are to Sections, clauses, paragraphs, schedules or exhibits in or to these Procedures.

The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to these Procedures as a whole, and not to any individual provision in which such words may appear.

A reference to any statute, law, decree, rule, regulation or other applicable norm shall be construed as a reference to such statute, law, decree, rule, regulation or other applicable norm as re-enacted, re-designated or amended from time to time.

A reference to any agreement, instrument or document shall be construed as a reference to such agreement, instrument or document as the same may have been amended from time to time in compliance with the provisions thereof.

Section 1.03     Conflicts. In case of conflict between any provision of these Procedures and the terms of the Trust Agreement, the terms of the Trust Agreement shall control.

ARTICLE II

CREATION PROCEDURES

Section 2.01     Creations of Shares. From and after the date hereof, the issuance and Delivery of Shares shall take place only in integral numbers of Creation Units in compliance with the following rules:

(a)     Authorized Participants wishing to acquire from the Trust one or more Creation Units shall place a Purchase Order with the Creation and Redemption Agent on any Business Day. Purchase Orders received by the Creation and Redemption Agent prior to the Order Cut-Off Time on a Business Day shall have such Business Day as the Order Date. Purchase Orders received by the Creation and Redemption Agent on or after the Order Cut-Off Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.

The Sponsor may, in its discretion, suspend Creations, or postpone the settlement date of a Purchase Order, (i) for any period during which the Exchange is closed other than

A-3

for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a Purchase Order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of Shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

(b)     For purposes of Section 2.01(a) above, a Purchase Order shall be deemed “received” by the Creation and Redemption Agent only when each of the following has occurred:

(i)     An Authorized Person shall have either: (1) placed a telephone call to the Creation and Redemption Line informing the Creation and Redemption Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Creation Units, which is confirmed by a faxed order form within 15 minutes of the telephone call; or (2) placed a Purchase Order through the electronic order entry system portal BNYM ETF Center Interface, the use of which shall be subject to the terms and conditions of the Order Entry System Terms and Conditions attached hereto as Annex I.

(ii)     The Creation and Redemption Agent shall have sent a confirmation to the Authorized Participant that a Purchase Order for a specified number of Creation Units has been received by the Creation and Redemption Agent from an Authorized Person for the Authorized Participant’s account.

THE AUTHORIZED PARTICIPANT SHOULD NOTE THAT WHEN THE TELEPHONIC METHOD OF SUBMITTING ORDERS IS USED, THE TELEPHONE CALL IN WHICH THE ORDER NUMBER IS ISSUED INITIATES THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER. A TELEPHONIC ORDER OR REQUEST CAN ONLY COMPLETED AND PROCESSED UPON RECEIPT OF THE FAXED ORDER FORM SUBMISSION.

(c)     The Creation and Redemption Agent (acting in consultation with, the Sponsor) shall have the absolute right, but shall have no obligation, to reject any Purchase Order if: (i) the Purchase Order is determined by the Creation and Redemption Agent or the Sponsor not to be in proper form, (ii) the Creation and Redemption Agent or the Sponsor believes that the acceptance or receipt of the Purchase Order would have adverse tax consequences to the Trust or to owners of Shares, (iii) the acceptance or receipt of the Purchase Order would, in the opinion of counsel to the Sponsor, be unlawful, or (iv) if circumstances outside of the control of the Sponsor or the Creation and Redemption Agent make it for all practical purposes not feasible to process Purchase Orders.  Neither the Creation and Redemption Agent nor the Sponsor shall be liable to any person for rejecting a Purchase Order. Prior to the transmission of the Creation and Redemption Agent’s confirmation of acceptance, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit the Basket Gold Amount in exchange for one or more Creation Units and will have no binding effect upon the Trust, the Sponsor or the Creation and Redemption Agent or any other party. Upon the delivery of any such

A-4

confirmation of acceptance of a Purchase Order in accordance with the foregoing, the Trust and the Authorized Participant shall be bound thereby and each of the Authorized Participant, the Trust, the Sponsor and the Creation and Redemption Agent shall be bound by the terms of these Procedures, the Authorized Participant Agreement and the Trust Agreement applicable to it with respect to such Purchase Order.

After the calculation of NAV on the Order Date of a Purchase Order, the Creation and Redemption Agent shall communicate the amount of the Basket Gold Amount to be paid by the Authorized Participant to the Authorized Participant no later than 7:00 p.m. (New York time) on the Order Date of a Purchase Order.

(d)     The Authorized Participant shall transfer the Basket Gold Amount to the Trust Unallocated Gold Account no later than 4:00 p.m. (London time) on the second Business Day following the Order Date of a Purchase Order.  The Authorized Participant shall bear any costs and risk of loss associated with transferring the Basket Gold Amount until the Basket Gold Amount is credited to the Trust Unallocated Metal Account by the Custodian.

(e)     On the second Business Day following the Order Date corresponding to a Purchase Order, or on such other date as the Sponsor in its discretion may agree, the Trust shall issue the aggregate number of Shares corresponding to the Creation Units ordered by the Authorized Participant and the Creation and Redemption Agent shall deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in written instructions to the Creation and Redemption Agent, provided that on the date such issuance is to take place:

(i)     the Creation and Redemption Agent shall have received confirmation of the Authorized Participant’s delivery of the Basket Gold Amount and the Applicable Transaction Fee; and

(ii)     any other conditions to the issuance under the Trust Agreement shall have been satisfied.

(f)     Unless the Sponsor has agreed with the Authorized Participant to extend the settlement date of a Purchase Order until the third Business Day following the Order Date of a Purchase Order, in the event that, by 4:30 p.m. (New York time) on the second Business Day following the Order Date of a Purchase Order governed by Section 2.01(d) above, the Creation and Redemption Agent is unable to confirm the Authorized Participant’s transfer of the Basket Gold Amount pursuant to such Purchase Order, the Sponsor may, or cause the Creation and Redemption Agent to, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the respective Authorized Participant and the Creation and Redemption Agent.

(g)     In all other cases, the Trust shall issue the aggregate number of Shares corresponding to the Creation Units ordered by the Authorized Participant and the Sponsor shall instruct the Creation and Redemption Agent to deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such

A-5

purpose in written instructions to the Creation and Redemption Agent on the Business Day on which the conditions set forth in clauses (i) to (ii) of Section 2.01(e) above shall have been met.

(h)     The foregoing provisions notwithstanding, neither the Sponsor nor the Creation and Redemption Agent shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods or extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting the Trust, the Sponsor, the Creation and Redemption Agent, the Custodian or sub-custodian and similar extraordinary events beyond the Sponsor’s or the Creation and Redemption Agent’s reasonable control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.

ARTICLE III

REDEMPTION PROCEDURES

Section 3.01     Redemption of Shares. Redemption of Shares shall take place only in integral numbers of Creation Units in compliance with the following rules:

(a)     Authorized Participants wishing to redeem one or more Creation Units shall place a Redemption Order with the Creation and Redemption Agent on any Business Day. Only Redemption Orders received by the Creation and Redemption Agent prior to the Order Cut-Off Time on a Business Day shall have such Business Day as the Order Date. Redemption Orders received by the Creation and Redemption Agent on or after the Order Cut-Off Time on any Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.

The Sponsor may, in its discretion, suspend Redemptions, or postpone the settlement date of a Redemption Order, (i) for any period during which the Exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted, (ii) for any period during which an emergency exists as a result of which the fulfillment of a Redemption Order is not reasonably practicable; (iii) when the Trust needs additional time to transfer additional unallocated gold that can be delivered to a redeeming Authorized Participant; or (iv) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

(b)     For purposes of Section 3.01(a) above, a Redemption Order shall be deemed “received” by the Creation and Redemption Agent only when each of the following has occurred:

A-6

(i)     An Authorized Person shall have either (1) placed a telephone call to the Creation and Redemption Line informing the Creation and Redemption Agent that the Authorized Participant wishes to place a Redemption Order for a specified number of Creation Units, which is confirmed by a faxed order form within 15 minutes of the telephone call; or (2) placed a Redemption Order through the electronic order entry system portal BNYM ETF Center Interface, the use of which shall be subject to the terms and conditions of the Order Entry System Terms and Conditions attached hereto as Annex I.

(ii)     The Creation and Redemption Agent shall have sent a confirmation to the Authorized Participant that a Redemption Order for a specified number of Creation Units has been received by the Creation and Redemption Agent from an Authorized Person for the Authorized Participant’s account.

THE AUTHORIZED PARTICIPANT SHOULD NOTE THAT WHEN THE TELEPHONIC METHOD OF SUBMITTING ORDERS IS USED, THE TELEPHONE CALL IN WHICH THE ORDER NUMBER IS ISSUED INITIATES THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER. A TELEPHONIC ORDER OR REQUEST CAN ONLY COMPLETED AND PROCESSED UPON RECEIPT OF THE FAXED ORDER FORM SUBMISSION.

(c)     The Creation and Redemption Agent (acting in consultation with, the Sponsor) shall have the absolute right, but shall have no obligation, to reject any Redemption Order if: (i) the Redemption Order is determined by the Creation and Redemption Agent or the Sponsor not to be in proper form, (ii) the Creation and Redemption Agent or the Sponsor believes that the acceptance or receipt of the Redemption Order would have adverse tax consequences to the Trust or to owners of Shares, (iii) the acceptance or receipt of the Redemption Order would, in the opinion of counsel to the Sponsor, be unlawful, or (iv) if circumstances outside of the control of the Sponsor or the Creation and Redemption Agent make it for all practical purposes not feasible to process Redemption Orders. Neither the Creation and Redemption Agent nor the Sponsor shall be liable to any person for rejecting a Redemption Order. In the event a Redemption Order is rejected, the Trust or its designees will promptly return to the Authorized Participant any  Shares or cash in lieu of such Shares tendered by the Authorized Participant with respect to such rejected Redemption Order. Prior to the transmission of the Creation and Redemption Agent’s confirmation of acceptance, a Redemption Order will only represent the Authorized Participant’s unilateral offer to redeem the Shares specified in such Redemption Order in exchange for the related Basket Gold Amount and will have no binding effect upon the Trust, the Sponsor, the Creation and Redemption Agent or any other party. Upon the delivery of any such confirmation of acceptance of a Redemption Order in accordance with the foregoing, the Trust and the Authorized Participant shall be bound thereby and each of the Authorized Participant, the Trust, the Sponsor and the Creation and Redemption Agent shall be bound by the terms of these Procedures, the Authorized Participant Agreement and the Trust Agreement applicable to it with respect to such Redemption Order.

After the calculation of NAV on the Order Date for a Redemption Order, the Creation and

A-7

Redemption Agent shall communicate the amount of the Basket Gold Amount to be paid by the Trust to the Authorized Participant no later than 7:00 p.m. (New York time) on the Order Date of a Redemption Order.

(d)     Provided that by 9:30 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order:

(i)     the Authorized Participant has delivered to the Creation and Redemption Agent’s account at DTC the total number of Shares to be redeemed by such Authorized Participant pursuant to such Redemption Order; and

(ii)     the Creation and Redemption Agent shall have received the Applicable Transaction Fee from the Authorized Participant, and the Authorized Participant shall have paid or agreed to pay, or reimbursed or agreed to reimburse, the Trust the amount of any and all taxes, governmental charges and other fees and expenses payable in connection with the transfer of the Basket Gold Amount to the Authorized Participant’s account and the Delivery of Shares;

(iii)     any other conditions to the redemption under the Trust Agreement have been satisfied,

the Creation and Redemption Agent will, as applicable, on such day, at the locations and in the amounts specified in the confirmation sent in compliance with Section 3.01(c) above, instruct the Custodian to transfer the applicable Basket Gold Amount to the account(s) of the redeeming Authorized Participant specified in such confirmation. Upon such Delivery, the Creation and Redemption Agent will then cancel the Shares so redeemed on behalf of the Trust.

(e)     Unless the Sponsor has agreed with the Authorized Participant to extend the settlement date of a Redemption Order until the third Business Day following the Order Date of a Redemption Order, in the event that, by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order governed by Section 3.01(d) above, Creation and Redemption Agent’s account at DTC shall not have been credited with the total number of Shares corresponding to the total number of Creation Units to be redeemed pursuant to such Redemption Order, the Sponsor may, or cause the Creation and Redemption Agent to, cancel such Redemption Order and will send via fax or electronic mail message notice of such cancellation to the respective Authorized Participant and the Creation and Redemption Agent.

(f)     In all other cases, Delivery shall be completed by the Custodian as soon as reasonably practicable if the conditions set forth in clauses (i) and (ii) of Section 3.01(d) above have been satisfied.

(g)     The foregoing provisions notwithstanding, neither the Creation or Redemption Agent nor the Sponsor shall be liable for any failure or delay in making Delivery of the Basket Gold Amount in respect of a Redemption Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God

A-8

such as fires, floods or extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting the Trust, the Sponsor, the Creation and Redemption Agent, the Custodian or sub-custodian and similar extraordinary events beyond the Sponsor’s and the Creation and Redemption Agent’s reasonable control. In the event of any such delay, the time to complete Delivery in respect of a Redemption Order will be extended for a period equal to that during which the inability to perform continues.

A-9

ANNEX I TO AUTHORIZED PARTICIPANT AGREEMENT FOR
SPROTT ESG GOLD ETF

ORDER ENTRY SYSTEM TERMS AND CONDITIONS

This Annex shall govern use by an Authorized Participant of the electronic order entry system for placing Purchase Orders and Redemption Orders for Shares (the “System”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement or the Procedures.  In the event of any conflict between the terms of this Annex I and either the Agreement or the Procedures with respect to the placing of Purchase Orders and Redemption Orders, the terms of this Annex I shall control.

1.     (a) Authorized Participant shall provide to The Bank of New York Mellon, a New York corporation authorized to do banking business (the “Transfer Agent”) a duly executed authorization letter, in a form satisfactory to Transfer Agent, identifying those Authorized Persons who will access the System.  Authorized Participant shall notify the Transfer Agent promptly in writing, including, but not limited to, by electronic mail, in the event that any person’s status as an Authorized Person is revoked or terminated, in order to give the Transfer Agent a reasonable opportunity to terminate such Authorized Person’s access to the System.  The Transfer Agent shall promptly revoke access of such Authorized Person to the electronic entry systems through which Purchase Orders and Redemption are submitted by such person on behalf of the Authorized Participant.

(b) It is understood and agreed that each Authorized Person shall be designated as an authorized user of Authorized Participant for the purpose of the Agreement. Upon termination of the Agreement, the Authorized Participant’s and each Authorized Person’s access rights with respect to System shall be immediately revoked.

2.     Transfer Agent grants to Authorized Participant a personal, nontransferable and nonexclusive license to use the System solely for the purpose of transmitting Purchase Orders and Redemption Orders and otherwise communicating with Transfer Agent in connection with the same.  Authorized Participant shall use the System solely for its own internal and proper business purposes.  Except as set forth herein, no license or right of any kind is granted to Authorized Participant with respect to the System.  Authorized Participant acknowledges that Transfer Agent and its suppliers retain and have title and exclusive proprietary rights to the System.  Authorized Participant further acknowledges that all or a part of the System may be copyrighted or trademarked (or a registration or claim made therefor) by Transfer Agent or its suppliers.  Authorized Participant shall not take any action with respect to the System inconsistent with the foregoing acknowledgments.  Authorized Participant may not copy, distribute, sell, lease or provide, directly or indirectly, the System or any portion thereof to any other person or entity without Transfer Agent’s prior written consent.  Authorized Participant may not remove any statutory copyright notice or other notice included in the System.  Authorized Participant shall reproduce any such notice on any reproduction of any portion of the System and shall add any statutory copyright notice or other notice upon Transfer Agent’s request.

I-1

3.     (a)      Authorized Participant acknowledges that any user manuals or other documentation (whether in hard copy or electronic form) (collectively, the “Material”), which is delivered or made available to Authorized Participant regarding the System is the exclusive and confidential property of Transfer Agent.  Authorized Participant shall keep the Material confidential by using the same care and discretion that Authorized Participant uses with respect to its own confidential property and trade secrets, but in no event less than reasonable care.  Authorized Participant may make such copies of the Material as is reasonably necessary for Authorized Participant to use the System and shall reproduce Transfer Agent’s proprietary markings on any such copy.  The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted.  TRANSFER AGENT AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(b)      Upon termination of the Agreement for any reason, Authorized Participant shall return to Transfer Agent all copies of the Material which is in Authorized Participant’s possession or under its control.

4.     Authorized Participant agrees that it shall have sole responsibility for maintaining adequate security and control of the user IDs, passwords and codes for access to the System, which shall not be disclosed to any third party without the prior written consent of Transfer Agent.  Transfer Agent shall be entitled to rely on the information received by it from the Authorized Participant and Transfer Agent may assume that all such information was transmitted by or on behalf of an Authorized Person regardless of by whom it was actually transmitted, unless the Authorized Participant shall have notified the Transfer Agent a reasonable time prior that such person is not an Authorized Person.

5.     Transfer Agent shall have no liability in connection with the use of the System, the access granted to the Authorized Participant and its Authorized Persons hereunder, or any transaction effected or attempted to be effected by the Authorized Participant hereunder, except for damages incurred by the Authorized Participant as a direct result of Transfer Agent’s gross negligence or willful misconduct.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT SHALL TRANSFER AGENT OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE ACCESS GRANTED TO THE AUTHORIZED PARTICIPANT HEREUNDER, OR ANY TRANSACTION EFFECTED OR ATTEMPTED TO BE EFFECTED BY THE AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF TRANSFER AGENT OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL TRANSFER AGENT OR ANY SUCH MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND SUCH PERSON’S REASONABLE CONTROL.

I-2

6.     Transfer Agent reserves the right to revoke Authorized Participant’s access to the System, with written notice, upon any breach by the Authorized Participant of the terms and conditions of this Annex I.

7.     Transfer Agent shall acknowledge through the System its receipt of each Purchase Order or Redemption Order communicated through the System, and in the absence of such acknowledgment Transfer Agent shall not be liable for any failure to act in accordance with such orders and Authorized Participant may not claim that such Purchase Order or Redemption Order was received by Transfer Agent.  Transfer Agent may in its discretion decline to act upon any instructions or communications that are insufficient or incomplete or are not received by Transfer Agent in sufficient time for Transfer Agent to act upon, or in accordance with such instructions or communications.

8.     Authorized Participant agrees to use reasonable efforts consistent with its own procedures used in the ordinary course of business to prevent the transmission through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Systems.

9.     Authorized Participant acknowledges and agrees that encryption may not be available for every communication through the System, or for all data.  Authorized Participant agrees that Transfer Agent may deactivate any encryption features at any time, without notice or liability to Authorized Participant, for the purpose of maintaining, repairing or troubleshooting its systems.

EX-4.1

Exhibit 4.1

SPROTT ASSET MANAGEMENT LP,

as Sponsor

and

DELAWARE TRUST COMPANY,

as Delaware Trustee

AMENDED AND RESTATED TRUST AGREEMENT

SPROTT ESG GOLD ETF

Dated as of June 2, 2022

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1	Definitions	1
Section 1.2	Rules of Construction	6

ARTICLE II

CREATION AND DECLARATION OF TRUST

Section 2.1	Creation and Declaration of Trust; Business of the Trust	7
Section 2.2	Legal Title	7
Section 2.3	Book-Entry System; Transferability of Shares	7
Section 2.4	Issuance and Redemption of Shares; General	8
Section 2.5	Purchase Orders	8
Section 2.6	Delivery of Shares	9
Section 2.7	Registration and Registration of Transfer of Shares	9
Section 2.8	Redemption of Shares and Withdrawal of Trust Property	9
Section 2.9	Limitations on Issuance and Delivery, Registration of Transfer and Surrender of Shares.	10
Section 2.10	Splits and Reverse Splits of Shares	10

ARTICLE III

CERTAIN OBLIGATIONS OF REGISTERED OWNERS

Section 3.1	Limitation on Liability	11
Section 3.2	Liability of Registered Owner for Taxes and Other Governmental Charges	11

ARTICLE IV

ADMINISTRATION OF THE TRUST

Section 4.1	Valuation of Trust Property	11
Section 4.2	Responsibility of the Sponsor for Determinations	12
Section 4.3	Cash Distributions	12
Section 4.4	Other Distributions	12
Section 4.5	Fixing of Record Date	13

i

Section 4.6	Payment of Expenses; Sales of Trust Property	13
Section 4.7	Statements and Reports	14
Section 4.8	Further Provisions for Sales of Trust Property	14
Section 4.9	Counsel	15
Section 4.10	Tax Matters	15

ARTICLE V

THE DELAWARE TRUSTEE AND THE SPONSOR

Section 5.1	Management of the Trust	15
Section 5.2	Maintenance of Office and Transfer Books by the Transfer Agent	16
Section 5.3	Authority of the Sponsor	16
Section 5.4	Prevention or Delay in Performance by the Sponsor or the Delaware Trustee	16
Section 5.5	Liability of Covered Persons	17
Section 5.6	Duties	19
Section 5.7	Obligations of the Sponsor	20
Section 5.8	Delegation of Obligations of the Sponsor.	21
Section 5.9	Appointment of Successor Sponsor or Sponsors	21
Section 5.10	Resignation or Removal of the Delaware Trustee; Appointment of Successor Delaware Trustee	22
Section 5.11	Custodians	22
Section 5.12	Indemnification	23
Section 5.13	Reserved	24
Section 5.14	Charges of the Sponsor	24
Section 5.15	Retention of Trust Documents	25
Section 5.16	Federal Securities Law Filings	25
Section 5.17	Prospectus Delivery	25
Section 5.18	Discretionary Actions by Sponsor; Consultation	25
Section 5.19	Delaware Trustee	25
Section 5.20	Compensation and Expenses of the Delaware Trustee	26

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1 Amendment 27

ii

Section 6.2 Termination 28

ARTICLE VII

MISCELLANEOUS

Section 7.1	Counterparts	30
Section 7.2	Derivative Actions; Third-Party Beneficiaries	30
Section 7.3	Severability	30
Section 7.4	Notices	31
Section 7.5	Governing Law; Consent to Jurisdiction	31
Section 7.6	Headings	32
Section 7.7	Binding Effect; Entire Agreement	32
Section 7.8	Provisions in Conflict With Law or Regulations	32
Section 7.9	Conditions to Effectiveness of Amendments	32

EXHIBIT A	CERTIFICATE OF TRUST
EXHIBIT B	CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST

ii

AMENDED AND RESTATED TRUST AGREEMENT

This Amended and Restated Trust Agreement (this “Agreement”), dated as of June 2, 2022, is between Sprott Asset Management LP, a Canadian limited partnership, with offices in the United States and Canada, as sponsor (the “Sponsor”) and Delaware Trust Company, a Delaware trust company, as Delaware trustee (the “Delaware Trustee”).

W I T N E S S E T H:

WHEREAS, 123 Sprott Trust (the “Trust”) was created pursuant to a certificate of trust and a short form trust agreement between the Sponsor and the Trustee dated February 10, 2021 (respectively, the “Certificate of Trust” and“Original Trust Agreement”) under the provisions of the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (as it may be amended from time to time, or any successor legislation, the “DSTA”); and

WHEREAS¸ the Trust’s name was changed to “Sprott ESG Gold ETF” pursuant to a certificate of amendment to the Certificate of Trust dated April 5, 2021 (the “Certificate of Amendment to the Certificate of Trust”); and

WHEREAS, pursuant to and in accordance with Section 3 of the Original Trust Agreement, the Sponsor and the Trustee desire to amend and restate the Original Trust Agreement as set forth in this Agreement.

NOW, THEREFORE, it being the intention of the parties hereto that, effective as of the date hereof, this Agreement constitute the governing instrument of the Trust, and the provisions of the Original Trust Agreement shall have no longer any force or effect and shall be superseded entirely by the provisions hereof, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1  Definitions. Except as otherwise specified in this Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.

“Administrator” means The Bank of New York Mellon, acting in its capacity as the Trust’s administrator, together with its permitted successors and assigns.

“Adjusted Net Asset Value” has the meaning specified in Section 4.1(b).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Amended and Restated Trust Agreement, including Exhibit A and Exhibit B hereto, as amended, modified, supplemented and restated from time to time in accordance with its terms.

1

“Auditor” means KPMG LLP, or any other auditor appointed by the Sponsor in connection with the Trust.

“Authorized Participant” means a Person that, at the time of submitting to the Trust a Purchase Order or a Redemption Order (a) is a broker-dealer registered under the Exchange Act and a member in good standing of the Financial Industry Regulatory Authority, Inc. or is a securities market participant that is exempt from registration as a broker-dealer, (b) is a DTC Participant and (c) has in effect an Authorized Participant Agreement.

“Authorized Participant Agreement” means an agreement among the Trust, the Sponsor and an Authorized Participant that provides the procedures for the creation and redemption of Shares.

“Basket Gold Amount” means the amount of gold in unallocated form an Authorized Participant is required to deliver or receive from the Trust, as applicable, which is at least equal to the aggregate NAV of the number of Creation Units that are part of a Purchase Order or Redemption Order, as the case may be. The Basket Gold Amount will be determined as provided in Section 2.5(c).

“Beneficial Owner” means any Person owning a beneficial interest in any Shares, including a person who holds Shares through or on behalf of any Registered Owner.

 “Business Day” means any day other than: (i) a Saturday or a Sunday; (ii) a day on which the Exchange is closed for regular trading; (iii) for purposes of the creation and redemption process, a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; (iv) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed; or (v) in respect of any action to be taken by the Delaware Trustee, a day on which the Delaware Trustee is closed.

“Cash” means U.S. dollars.

“Cash Custodian” means the Bank of New York Mellon, in its capacity as the Trust’s Cash Custodian.

“Certificate of Amendment to the Certificate of Trust” means the certificate of amendment to the Certificate of Trust, as filed with the Secretary of State on April 5, 2021 pursuant to Section 3810 of the DSTA, as may be further amended and restated from time to time, attached here to Exhibit B.

“Certificate of Trust” means the Certificate of Trust, as filed with the Secretary of State pursuant to Section 3810 of the DSTA, as amended and restated from time to time, attached hereto as Exhibit A.

“Code” means the Internal Revenue Code of 1986, as amended.

2

“Conflicting Provisions” has the meaning specified in Section 7.9.

“Corporate Trust Office” means the Delaware Trustee’s office located at 251 Little Falls Drive, Wilmington, DE 19808, Attn: Trust Administration.

“Covered Person” means the Delaware Trustee, the Sponsor and their respective Affiliates.

“Custodian” has the meaning specified in Section 5.11.

“Creation Unit” means 50,000 Shares, as such number may be increased or decreased, from time to time, by the Sponsor in its sole discretion or in accordance with Section 2.12.

“Delaware Trustee” means the Person named as such in the introductory paragraph hereto, solely in such Person’s capacity as the Delaware trustee of the Trust created hereunder and not in such Person’s individual capacity, and includes any successor Delaware trustee under this Agreement.

“Deliver,” “Delivered” or “Delivery” means, depending on the context, (i) one or more book-entry transfers of such Shares to an account or accounts at DTC designated by the Person entitled to such delivery for further credit as specified by such Person; (ii) transfers of unallocated gold to or from the Trust’s account with the Gold Custodian or an Authorized Participant’s account with the Gold Custodian; or (iii) transfers of cash representing the applicable Transaction Fee.

“DSTA” has the meaning specified in the recitals hereto.

“DTC” means The Depository Trust Company, or its successor.

“DTC Participant” means a Person that has an account with DTC.

“ESG Criteria” means the criteria used for the ESG assessment of mines and miners by the Sponsor, which encompass numerous factors as set forth in more detail in the Trust’s prospectus.

“Exchange” means NYSE Arca, Inc., a Delaware corporation and a registered U.S. national securities exchange, or any other regulated securities market where the Sponsor may from time to time decide to list the Shares for trading in the United States or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Gold Custodian” means each custodian of the Trust’s Sprott ESG Approved Gold and unallocated gold and shall include the Royal Canadian Mint and any sub-custodians appointed by the Royal Canadian Mint which from time to time hold the Sprott ESG Approved Gold and unallocated gold pursuant to the Gold Storage and Custody Agreement and Trading and Unallocated Gold Custody Agreement, or a separate written custodial agreement.

3

“Indemnified Amounts” has the meaning specified in Section 5.12(a).

“Indemnitee” has the meaning specified in Section 5.12(c).

“Indemnitor” has the meaning specified in Section 5.12(c).

“Indirect Participant” means a Person that has access to the DTC clearing system by clearing securities through, or maintaining a custodial relationship with, a DTC Participant.

“LBMA” means the London Bullion Market Association or any successor or assigns.

“LBMA Gold Price” means the price of Physical Gold that is based on the LBMA daily auctions.

“LBMA Gold Price PM” means the price of Physical Gold that is based on the LBMA daily afternoon auction.

“Liquidating Trustee” has the meaning specified in Section 6.2(c).

 “Marketing Agent” means Sprott Global Resource Investments Ltd. and its permitted successors and assigns.

“Net Asset Value per Creation Unit” means, as of any date of determination the number obtained by multiplying (x) the Net Asset Value per Share on the date on which the determination is being made by (y) the number of Shares that constitute a Creation Unit on the date on which the determination is being made.

“Net Asset Value per Share” means the net asset value of a Share, as determined in accordance with Section 4.1(b).

“Net Asset Value of the Trust” has the meaning specified in Section 4.1(b).

“Offering Documents” means the Trust’s prospectus included in its effective registration statement on Form S-1 or Form S-3 (or any successor forms) as filed with the SEC, and any amendments or supplements thereto.

“Order Cut-Off Time” means, with respect to any Business Day, shall mean (a) 3:59:59 p.m. (New York time) or (b) any other time agreed to by the Sponsor and the Transfer Agent and of which all existing Authorized Participants have been previously notified by the Sponsor or the Transfer Agent.

“Order Date” meansthe date that the Transfer Agent confirms a Purchase Order or Redemption Order.

“Percentage Interest” means as to each Beneficial Owner, the portion (expressed as a percentage) of the total outstanding Shares held by such Beneficial Owner.

4

“Person” means any natural person or any limited liability company, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Physical Gold” means physical gold bullion in allocated or unallocated form held by the Trust.

“Proceeding” has the meaning specified in Section 5.12(c).

“Purchase Order” has the meaning specified in Section 2.5(b).

“Redemption Order” has the meaning specified in Section 2.8.

“Registered Owner” means a Person in whose name Shares are registered on the books of the Registrar maintained for that purpose, initially Cede & Co.

“Registrar” means the Transfer Agent or any bank or trust company that is appointed to register Shares and transfers of Shares as herein provided.

 “SEC” means the U.S. Securities and Exchange Commission, or any successor governmental agency in the United States.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Service Provider” means any of the Administrator, the Transfer Agent, the Delaware Trustee, the Cash Custodian, the Gold Custodian and any other service provider named in the Offering Documents or which has been engaged by the Trust to provide services.

 “Shares” means units of fractional undivided beneficial interest in the net assets of the Trust.

“Sponsor” means the Person named as such in the introductory paragraph hereto, solely in such Person’s capacity as sponsor of the Trust and not in such Person’s individual capacity, or any successor thereto which shall have executed such documents and other instruments as shall be necessary to assume all of the duties and responsibilities of the Sponsor hereunder.

“Sponsor’s Fee” has the meaning specified in Section 5.14(a).

“Sponsor Indemnified Party” has the meaning specified in Section 5.12(b).

“Sprott ESG Approved Gold” means unencumbered, fully allocated physical gold bullion held by the Gold Custodian on behalf of the Trust that meets certain environmental, social and governance standards (“ESG”) that are established by the Sponsor.

“Sprott ESG Approved Gold Holdings” means the Trust’s holdings of ESG Approved Gold.

5

“Sprott ESG Approved Mine” means a mine operated by an ESG Approved Mining Company that is determined to be in sufficient compliance with the Trust’s ESG Criteria by the Sponsor.

“Sprott ESG Approved Mining Company” means a mining company that is determined to be in sufficient compliance with the Trust’s ESG Criteria by the Sponsor.

“Surrender” means, when used with respect to Shares, one or more book-entry transfers of Shares to the DTC account of the Trust established by the Transfer Agent as agent for the Trust.

“Transaction Fee” has the meaning specified in Section 2.5(c).

“Transfer Agent” means The Bank of New York Mellon, acting in its capacity as the Trust’s transfer agent, together with its permitted successors and assigns.

“Trust” has the meaning specified in the recitals hereto.

“Trust Property” means, at any time, the assets of the Trust at such time, regardless of whether such assets are held by a Custodian or any agent or other custodian for the Trust.

“Trustee Indemnified Persons” has the meaning specified in Section 5.12(a).

“Withdrawal Event” has the meaning specified in Section 5.9.

Section 1.2  Rules of Construction. Unless the context otherwise requires:

(a)  a term has the meaning assigned to it;

(b)  an accounting term not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles as then in effect in the United States;

(c)  “or” is not exclusive;

(d)  the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(e)  “including” means including without limitation; and

(f)  words in the singular include the plural and words in the plural include the singular.

6

ARTICLE II

CREATION AND DECLARATION OF TRUST

Section 2.1  Creation and Declaration of Trust; Business of the Trust.

(a)  The Trust will hold all Trust Property for the benefit of the Registered Owners for the purposes of, and subject to the terms and conditions set forth in, this Agreement. The trust governed by this Agreement shall be known as “Sprott ESG Gold ETF.” The Delaware Trustee filed or caused to be filed the original Certificate of Trust on February 10, 2021 and the Certificate of Amendment to the Certificate of Trust on April 5, 2021, each of which is hereby ratified, and is hereby authorized and directed to file any further amendment thereto or restatement thereof as may be necessary or appropriate from time to time.

(b)  Consistent with the investment objective set forth in Section 2.1(c), the Trust shall have full power and authority (i) to engage in such business or activities as set forth in, or contemplated by, this Agreement, the Offering Documents, the Authorized Participant Agreements and any other agreements or instruments to which, in compliance with the provisions of this Agreement, it shall become a party to or by which it may be bound, (ii) to engage in activities incidental and necessary to carry out the duties and responsibilities as set forth in, or contemplated by, this Agreement, the Offering Documents, the Authorized Participant Agreements and such other agreements or instruments and (iii) subject to the following sentence, to engage in any other lawful business, purpose or activity for which statutory trusts may be formed under the DSTA. Other than the Shares, the Trust shall not issue or sell any beneficial interests or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed.

(c)  The investment objective of the Trust is for the Shares to closely reflect the performance of the price of gold, less the Trust’s expenses and liabilities, through an investment in physical gold bullion that meets certain ESG criteria determined by the Sponsor and on a temporary basis in unallocated gold.

Section 2.2  Legal Title. Legal title to all of the Trust Property shall be vested in the Trust as a separate legal entity; provided, however, that where applicable law in any jurisdiction requires any part of the Trust Property to be vested otherwise, the Trust may cause legal title to the Trust Property or any portion thereof to be held by or in the name of the Sponsor or any other Person (other than a Registered Owner or a Beneficial Owner) as nominee.

Section 2.3  Book-Entry System; Transferability of Shares.

(a)  The ownership of Shares shall be recorded on the books of the Trust or the Transfer Agent. No certificates certifying the ownership of Shares shall be issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of Share certificates, transfer of Shares and similar matters. The record books of the Trust as kept by the Trust, or the Transfer Agent, as the case may be, shall be conclusive as to the identity of the Registered Owners and as to the number of Shares held from time to time by each.

7

(b)  The Transfer Agent in consultation with the Sponsor will apply to DTC for acceptance of the Shares in its book-entry settlement system.

(c)  So long as the Shares are eligible for book-entry settlement with DTC and such settlement is available, unless otherwise required by law, (i) no Beneficial Owner will be entitled to receive a separate certificate evidencing those Shares, (ii) the interest of a Beneficial Owner in Shares will be shown only on, and transfer of that interest will be effected only through, records maintained by DTC or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner with respect to Shares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and DTC or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in Shares.

(d)  If DTC ceases to make its book-entry settlement system available for such Shares, the Sponsor in consultation with the Transfer Agent may select a comparable depositary for the book-entry settlement of the Shares. If the Sponsor in consultation with the Transfer Agent determine that no such successor depositary is available, the Trust will terminate as set forth in Section 6.2(a)(vi) hereof.

Section 2.4  Issuance and Redemption of Shares; General. Subject to the terms of this Agreement, the Transfer Agent shall have the power and authority, and is hereby authorized, without the approval or action of any Registered Owner or Beneficial Owner, to issue and redeem Shares from time to time. The number of Shares authorized shall be unlimited. All Shares when so issued on the terms contemplated by this Agreement shall be fully paid and non-assessable. Every Registered Owner or Beneficial Owner, by virtue of having purchased or otherwise acquired a Share or a beneficial interest in a Share, shall be deemed to have expressly consented and agreed to be bound by the terms of this Agreement.

Section 2.5  Purchase Orders.

(a)  From and after the date hereof, Deliveries of Shares will take place only in integral numbers of Creation Units and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement.

(b)  Authorized Participants wishing to acquire one or more Creation Units must place an order (a “Purchase Order”) with the Transfer Agent on any Business Day. Purchase Orders received by the Transfer Agent on a Business Day prior to the Order Cut-Off Time will have that Business Day as the Order Date. Purchase Orders received by the Transfer Agent on a Business Day on or after the Order Cut-Off Time, or on a day that is not a Business Day, will not be accepted and should be resubmitted on the next following Business Day. As consideration for each Creation Unit to be acquired pursuant to a Purchase Order, an Authorized Participant must Deliver the Basket Gold Amount (determined as described in Section 2.5(c) below) announced by the Trust on the Order Date (determined as described above) of such corresponding Purchase Order.

8

(c)  The Administrator shall determine the Basket Gold Amount for each Business Day. The Basket Gold Amount shall be an amount of unallocated gold equal to (i) the Net Asset Value Per Creation Unit as announced by the Trust (x) on the date the related Purchase Order was received, in the case of a Purchase Order received by Order Cut-Off Time on any Business Day, or (y) on the following Business Day, in the case of a Purchase Order received after the Order Cut-Off Time on any Business Day, plus (ii) the applicable transaction fee specified in the Offering Documents and any additional amounts necessary to reimburse the Trust and the Sponsor and its designee(s) for any and all expenses and costs incurred in connection with such Purchase Order or Redemption Order, including the applicable fees and expenses specified in Section 2.6 and Section 2.8 hereof for Purchase Orders or Redemption Orders, respectively (the “Transaction Fee”). The Transaction Fee may be increased by the Transfer Agent with the prior written consent of the Sponsor, and will be effective two (2) Business Days following the filing of an amendment or supplement to the Offering Documents or as otherwise specified therein.  The Sponsor intends to publish, or may designate other persons to publish, for each Business Day, the Net Asset Value Per Share. The Basket Gold Amount so determined for a particular Business Day is communicated to all Authorized Participants who made Purchase Orders on such Business Day, and made available on the Sponsor’s website for the Trust.

Section 2.6  Delivery of Shares. Upon receipt by the Trust of any Delivery of the Basket Gold Amount in accordance with Section 2.5, together with a Purchase Order and the other required documents, if any, as specified above and a confirmation that the Basket Gold Amount has been Delivered for each Creation Unit, the Transfer Agent, subject to the terms and conditions of this Agreement and any procedures attached to an applicable Authorized Participant Agreement, shall Deliver to, or as directed by, the Authorized Participant the number of Creation Units issuable in respect of such Delivery as requested in the corresponding Purchase Order, but only upon reimbursement to the Trust of any applicable costs or expenses incurred in connection with the execution of trades related to such Purchase Order, and the payment of the fees and expenses incurred in respect of any taxes and governmental charges and fees payable in connection with such Delivery and the issuance and Delivery of the Creation Units.

Section 2.7  Registration and Registration of Transfer of Shares. The Transfer Agent shall keep or cause to be kept a register of Registered Owners and shall provide for the registration of Shares and the registration of transfers of Shares.

Section 2.8  Redemption of Shares and Withdrawal of Trust Property.

(a)  Authorized Participants wishing to redeem one or more Creation Units must place an order with the Transfer Agent on a Business Day (a “Redemption Order”). Orders received by the Transfer Agent after the Cut-Off Time on a Business Day will not be accepted and should be resubmitted on the next following Business Day. Upon the Transfer Agent’s receipt of a Redemption Order, the Surrender by an Authorized Participant of any integral number of Creation Units for the purpose of withdrawal of the amount of Trust Property represented thereby and the Authorized Participant’s payment of the Transaction Fee (including reimbursement to the Trust of any applicable costs or expenses incurred in connection with the execution of trades related to such Redemption Order, and the payment to the Sponsor or its

9

designee(s) of the fees and expenses of the Sponsor and its designee(s) relating to any taxes and governmental charges and fees payable in connection with such Delivery), subject to the terms and conditions of this Agreement, including Section 2.9, and any procedures attached to an applicable Authorized Participant Agreement, such Creation Units shall be redeemed by the Trust, and such Authorized Participant, as, or acting on authority of, the Registered Owner of those Shares will be entitled to Delivery, in accordance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement, of the Basket Gold Amount corresponding to such Creation Units (determined in accordance with Section 2.9) on the applicable Order Date (determined as provided below).

(b)  Redemption Orders received by the Transfer Agent prior to the Order Cut-Off Time on a Business Day will have that Business Day as the Order Date. Redemption Orders received by the Transfer Agent on or after the Order Cut-Off Time on a Business Day, or on a day that is not a Business Day, will have the next Business Day as the Order Date.

Section 2.9  Limitations on Issuance and Delivery, Registration of Transfer and Surrender of Shares. As a condition precedent to the Delivery, registration of transfer, split-up, combination or Surrender of any Shares or withdrawal of any Trust Property, the Transfer Agent may require payment from the Authorized Participant Surrendering the Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to any securities being withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature or other information that it deems to be necessary and may also require compliance with any regulations the Transfer Agent may establish consistent with the provisions of this Agreement, including this Section 2.9.

Section 2.10  Splits and Reverse Splits of Shares.

(a)  If requested in writing by the Sponsor, the Transfer Agent shall effect a split or reverse split of the Shares as of a record date set by the Transfer Agent in accordance with procedures determined by the Transfer Agent.

(b)  The Transfer Agent is not required to distribute any fraction of a Share in connection with a split or reverse split of the Shares. The Transfer Agent may sell the aggregated fractions of Shares that would otherwise be distributed in a split or reverse split of the Shares or liquidate the amount of Trust Property that would be represented by those Shares and distribute the net proceeds of those Shares or that Trust Property to the Registered Owners entitled to such proceeds. The amount of Trust Property represented by each Share shall be adjusted, and the number of Shares comprising a Creation Unit and the Basket Gold Amount may be adjusted, as appropriate as of the open of business on the Business Day following the record date for a split or reverse split of the Shares.

10

ARTICLE III

CERTAIN OBLIGATIONS OF REGISTERED OWNERS

Section 3.1  Limitation on Liability. Registered Owners and Beneficial Owners shall be entitled to the same limitation on personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.

Section 3.2  Liability of Registered Owner for Taxes and Other Governmental Charges. If any tax or other governmental charge shall become payable by the Transfer Agent with respect to any transfer or redemption of Shares, such tax or other governmental charge shall be payable by the Registered Owner of such Shares to the Transfer Agent. The Transfer Agent may refuse to effect any registration of transfer of such Shares or any withdrawal of Trust Property represented by such Shares until such payment is made and may withhold any distributions, or may sell for the account of the Registered Owner thereof Trust Property or Shares, and may apply such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and the Registered Owner of such Shares shall remain liable for any deficiency. The Transfer Agent shall distribute any net proceeds of a sale made under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Registered Owners entitled thereto as in the case of a distribution in cash.

ARTICLE IV

ADMINISTRATION OF THE TRUST

Section 4.1  Valuation of Trust Property.

(a)  The Administrator has been granted the exclusive authority to determine the Net Asset Value of the Trust and the Net Asset Value per Share, to be exercised as set forth below, until such time as the Sponsor revokes such delegation in its sole discretion. On each Business Day on which the Exchange is open for regular trading, the Administrator shall determine the Net Asset Value of the Trust and the Net Asset Value per Share as of 4:00 p.m. (New York City time). The Administrator, on behalf of the Trust, shall value each item of Trust Property and shall use such valuation on each such Business Day in the determination of the Net Asset Value of the Trust. The Administrator shall not be liable to any Person for the determination that the most recently communicated Net Asset Value of the Trust Property is not appropriate or for any determination as to the alternative basis for valuation; provided that such determination is made in good faith.

(b)  In calculating the Net Asset Value of the Trust, the Administrator shall subtract all fees (other than fees computed by reference to the value of the Trust or its assets), accrued expenses and other liabilities of the Trust from the total value of the Trust Property as of the time of calculation. The resulting figure is the “Adjusted Net Asset Value” of the Trust. All fees computed by reference to the value of the Trust or its assets shall be calculated on the Adjusted Net Asset Value. The Administrator shall subtract from the Adjusted Net Asset Value all accrued fees so calculated. The resulting figure is the “Net Asset Value of

11

the Trust”. The Administrator shall divide the Net Asset Value of the Trust by the number of Shares outstanding as of the time of the calculation, which figure is the “Net Asset Value per Share”. All fees, expenses and other liabilities of the Trust that are or will be incurred or accrued through the close of business on a Business Day shall be included in the calculations required by this Section 4.1(b) for that Business Day. Shares deliverable under a Purchase Order shall be considered to be outstanding for purposes of the calculations required by this Section 4.1(b) beginning on the Business Day following the Order Date of such Purchase Order. Shares deliverable under a Redemption Order shall be considered to no longer be outstanding for purposes of the calculations required by this Section 4.1(b) on and after the Business Day following the Order Date of such Redemption Order.

(c)  The Administrator may (and under extraordinary circumstances as identified by the Sponsor in consultation with the Administrator, shall) value any asset of the Trust pursuant to such other principles as the Administrator deems fair and equitable so long as such principles are consistent with industry standards. For purposes of the foregoing, “extraordinary circumstances” shall include, but not be limited to, periods during which a price for Physical Gold or another asset held by the Trust is not available due to force majeure-type events such as systems failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance or due to a trading or other restriction imposed by any relevant markets.

Section 4.2  Responsibility of the Sponsor for Determinations. The determinations made by the Sponsor under this Agreement shall be made in good faith upon the basis of information reasonably available to it, and the Sponsor shall not be liable for any errors contained in such information. The Sponsor shall have no liability to the Authorized Participants, the Registered Owners, the Beneficial Owners or the Service Providers for errors in judgment.

Section 4.3  Cash Distributions. The Transfer Agent, acting on instructions received by the Sponsor on behalf of the Trust, shall have the authority to cause the Trust to distribute any Trust Property to the Registered Owners in accordance with this Agreement. Whenever the Trust distributes any cash to the Registered Owners, the Transfer Agent shall distribute the amount available for distribution to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively. The Transfer Agent shall distribute only such amount, however, as can be distributed without attributing to any Registered Owner a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent.

Section 4.4  Other Distributions. Whenever the Trust distributes any non-cash proceeds (including claims and other intangibles) in respect of Trust Property other than property subject to distribution in accordance with the creation and redemption procedures set forth herein, as supplemented by the Authorized Participant Agreements, the Transfer Agent shall cause such non-cash proceeds received by the Trust to be distributed to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively, after deduction or upon payment of applicable expenses of the Service Providers.

12

Section 4.5  Fixing of Record Date. Whenever any distribution will be made, or whenever the Sponsor or the Transfer Agent receives notice of any solicitation of proxies or consents from Registered Owners, or whenever for any reason there is a split, reverse split or other change in the outstanding Shares, or whenever the Sponsor or the Liquidating Trustee shall find it necessary or convenient in respect of any matter, the Sponsor, or the Liquidating Trustee, as applicable, in consultation with the Transfer Agent, shall fix a record date for the determination of the Registered Owners who shall be (a) entitled to receive such distribution or the net proceeds of the sale thereof, (b) entitled to give such proxies or consents in respect of any such solicitation or (c) entitled to act in respect of any other matter for which the record date was set.

Section 4.6  Payment of Expenses; Sales of Trust Property.

(a)  The following charges will be accrued and shall be paid by the Trust:

(i)  any expenses of the Trust not assumed by the Sponsor specified in Section 4.6(b), and any other fees (including commissions and/or exchange fees) associated with the buying and selling of Physical Gold for the Trust except, in the case of fees associated with the buying or selling of Physical Gold for the Trust, fees and other transaction costs related to transfers of Physical Gold from the Gold Custodian to another custodian (or between accounts maintained by the Gold Custodian);

(ii)  the Trust’s legal fees and expenses in excess of $100,000 annually;

(iii)  extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust;

(iv)  any taxes and other governmental charges (including any value added tax) that may fall on the Trust or the Trust Property;

(v)  any expenses of any extraordinary services performed by the Sponsor (or other Service Provider) on behalf of the Trust or expenses of any action taken by the Sponsor to protect the Trust or the interests of Registered Owners or the Beneficial Owners;

(vi)  any indemnification obligations of the Trust, including indemnification of a Trustee Indemnified Person and Sponsor Indemnified Party as provided in Section 5.12; and

(vii)  the fee payable to the Sponsor pursuant to Section 5.14.

(b)  The Sponsor will be responsible for paying, out of the fee payable to the Sponsor pursuant to Section 5.14, the organizational expenses of the Trust and the fees and expenses owed to the Administrator, the Gold Custodian, the Cash Custodian, the Transfer Agent, the Marketing Agent, the Delaware Trustee, any costs associated with researching, establishing and maintaining the ESG Criteria and the diligence of Sprott ESG Approved

13

Mining Companies and Sprott ESG Approved Mines, the Trust's audit fees (including any fees and expenses associated with tax preparation), up to $100,000 per year of the Trust's legal fees and expenses and fees and other transaction costs related to transfers of Physical Gold from the Gold Custodian to another custodian (or between accounts maintained by the Gold Custodian).

(c)  The Sponsor shall sell or liquidate, or cause to be sold or liquidated, Trust Property in such quantity and at such times as may be necessary to permit payment of any fees or expenses under this Agreement or any other agreements to which the Trust is a party. The Sponsor shall not have any liability for loss or depreciation resulting from sales of Trust Property so made. The Sponsor shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to the Sponsor’s direction or otherwise in accordance with this Section 4.6 or as contemplated in Section 4.8.

(d)  Except as provided in this Agreement, the Trust shall have no obligation to make any distribution to any Registered Owners or Beneficial Owners.

Section 4.7  Statements and Reports.

(a)  After the end of each fiscal year and within the time period required by applicable laws, rules and regulations, the Trust shall send to the Registered Owners at the end of such fiscal year an annual report of the Trust containing financial statements that will be audited by independent accountants designated by the Sponsor and such other information as may be required by such laws, rules and regulations or otherwise. The annual report may be distributed by any means acceptable to such Registered Owners, including posting the annual report on the Trust’s publicly available website.

(b)  After the end of each fiscal quarter and within the time period required by applicable laws, rules and regulations, the Trust shall send to the Registered Owners at the end of such fiscal quarter the Trust’s quarterly report containing such information as may be required by such laws, rules and regulations or otherwise. The quarterly report may be distributed by any means acceptable to such Registered Owners, including posting the quarterly report on the Trust’s publicly available website.

(c)  The Administrator shall provide the Sponsor with such certifications, supporting documents and other evidence regarding the internal control over financial reporting established and maintained by the Trust, and used by the Administrator in connection with its preparation of the financial statements of the Trust, as may be reasonably necessary in order to enable the Sponsor to prepare and file or furnish to the SEC any certifications regarding such matters that may be required to be included with the Trust’s periodic reports under the Exchange Act.

Section 4.8  Further Provisions for Sales of Trust Property. In addition to selling Trust Property in accordance with Section 4.6, the Sponsor shall sell Trust Property in the following circumstances:

(a)  such sale is required by applicable law or regulation;

(b)  to satisfy Redemption Orders; or

14

(c)  this Agreement has been terminated and the Trust Property is to be liquidated in accordance with Section 6.2.

The Sponsor shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to this Section 4.8.

Section 4.9  Counsel. The Sponsor may, from time to time, employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust Property and the Trust, including any legal matters relating to the possible disposition or acquisition of any Trust Property. The fees and expenses of such counsel shall be paid by the Sponsor; provided, however, that the Sponsor shall not be responsible for the payment of any such legal fees and expenses in excess of $100,000 annually, nor shall the Sponsor be responsible for any extraordinary legal fees and expenses of the Trust; provided further that the foregoing annual limitation shall not apply to any amounts payable by the Sponsor pursuant to Section 5.12(a).

Section 4.10  Tax Matters.

(a)  The Sponsor or the Administrator designee shall prepare or cause to be prepared all U.S. federal, state, and local and non-U.S. tax returns of the Trust for each year for which such returns are required to be filed and shall file or cause such returns to be timely filed and the Administrator, at the direction of the Sponsor, shall timely pay (or cause to be timely paid) any tax, assessment or other governmental charge owing with respect to the Trust out of Trust Property.

(b)  Nothing in this Agreement, any agreement with the Gold Custodian, the Cash Custodian or otherwise, shall be construed to give the Sponsor the power to vary the investment of the Beneficial Owners within the meaning of Section 301.7701-4(c) under the Code or any similar or successor provision of the regulations under the Code, nor shall the Sponsor cause the Trust to vary the investment of the Beneficial Owners. However, neither the Sponsor nor the Delaware Trustee shall not be liable to any Person for any failure of the Trust to qualify as a grantor trust under the Code or any comparable provision of the laws of any State or other jurisdiction where that treatment is sought.

ARTICLE V

THE DELAWARE TRUSTEE AND THE SPONSOR

Section 5.1  Management of the Trust.

(a)  Except as otherwise expressly provided in this Agreement, the Trust’s business shall be conducted by the Sponsor in accordance with this Agreement and by each Service Provider in accordance with the agreements governing the appointment of such Service Provider. Except as otherwise provided in this Agreement, each Service Provider shall have the power on behalf of and in the name of the Trust to carry out any and all of the objects and purposes of the Trust and to perform such acts and enter into and perform such contracts and other undertakings on behalf of the Trust, in each case, as are set forth in the agreements governing the appointment of such Service Provider.

15

(b)  The Administrator and the Transfer Agent shall maintain all books, records and supporting documents that are necessary to comply with any and all aspects of its duties under this Agreement, which, to the extent that they relate to the registration of Shares or the registration of transfers of Shares, shall, at all reasonable times, be available for inspection by the Registered Owners.

Section 5.2  Maintenance of Office and Transfer Books by the Transfer Agent.

(a)  Until termination of this Agreement in accordance with its terms, the Transfer Agent shall maintain facilities for the execution and Delivery, registration, registration of transfers and Surrender of Shares in accordance with the provisions of this Agreement.

(b)  The Transfer Agent shall keep books for the registration of Shares and registration of transfers of Shares.

(c)  The Transfer Agent may, and at the reasonable written request of the Sponsor shall, close the transfer books at any time or from time to time if such action is deemed to be necessary or advisable in the reasonable judgment of the Transfer Agent or the Sponsor.

(d)  If any Shares are listed on one or more stock exchanges in the United States, the Transfer Agent shall act as Registrar or, with the written approval of the Sponsor (which approval shall not be unreasonably withheld), appoint a registrar or one or more co-registrars for registry of such Shares in accordance with any requirements of such exchange or exchanges.

Section 5.3  Authority of the Sponsor. The Sponsor is hereby granted the exclusive authority, and shall initially appoint the Administrator, the Transfer Agent, the Cash Custodian, the Gold Custodian and the other Service Providers, to manage the Trust in accordance with their respective governing agreements. The Sponsor shall have the exclusive authority to direct the Service Providers in the performance of their respective obligations under this Agreement and their respective governing agreements. Without limiting the foregoing, the Sponsor shall have the authority to execute and deliver this Agreement and to enter into and perform such contracts and other undertakings on behalf of the Trust and any amendment thereto, as the Sponsor may deem necessary or advisable, and the Trust is hereby authorized and shall have the power and authority to enter into such agreements and perform its obligations thereunder.

Section 5.4  Prevention or Delay in Performance by the Sponsor or the Delaware Trustee. Neither the Sponsor nor the Delaware Trustee, any of their respective directors, employees, agents or affiliates shall incur any liability to any Registered Owner, Beneficial Owner, or Authorized Participant if, by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God, war, terrorism, pandemics or government responses thereto, or other circumstances beyond its control, the Sponsor or the Delaware Trustee is prevented or forbidden from, or would be subject to any

16

civil or criminal penalty on account of, or is delayed in, doing or performing any act or thing that, by the terms of this Agreement, it is provided shall be done or performed, and, accordingly, the Sponsor or the Delaware Trustee does not do that thing or does that thing at a later time than would otherwise be required. Neither the Delaware Trustee nor the Sponsor will incur any liability to any Registered Owner or Beneficial Owner, or Authorized Participant by reason of any non-performance or delay in the performance of any act or thing that, by the terms of this Agreement, it is provided may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement.

Section 5.5  Liability of Covered Persons.

(a)  The Delaware Trustee shall not be liable for the acts or omissions of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person, nor shall the Delaware Trustee be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person, or the Trust under this Agreement.  The Delaware Trustee shall not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence.  In particular, but not by way of limitation:

(i)  the Delaware Trustee shall not be personally liable for any error of judgment made in good faith, except to the extent such error of judgment constitutes gross negligence on its part;

(ii)   no provision of this Agreement shall require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iii)   under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust;

(iv)  the Delaware Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor;

(v)  the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties and need not investigate or verify any information contained therein. The Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate, signed by the

17

Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;

(vi)  in the exercise or administration of the trust hereunder, the Delaware Trustee (a) may act directly or through agents or attorneys pursuant to agreements entered into with any of them at the expense of the Trust, and the Delaware Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and with due care and (b) may consult with counsel, accountants and other skilled persons at the expense of the Trust, to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons;

(vii)    except as expressly provided in this Section 5.5(a), in accepting and performing the trust hereby created the Delaware Trustee acts solely as Delaware Trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Agreement shall look only to the Trust's property for payment or satisfaction thereof;

(viii)  the Delaware Trustee shall not be liable for punitive, indirect, exemplary, consequential, special or other similar damages (including without limitation lost profits) for a breach of this Agreement under any circumstances;

(ix)  the Delaware Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder; and

(x)  The Delaware Trustee shall not be required to take any action hereunder or under any document if the Delaware Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Delaware Trustee or is contrary to the terms hereof or is otherwise contrary to law.

(b)  The Sponsor and its Affiliates shall have no liability to the Trust or to any Registered Owner, Beneficial Owner, Authorized Participant or to any other Covered Person for any loss suffered by the Trust that arises out of any action or inaction or errors in judgment of the Sponsor or its Affiliates if such Covered Person acted in good faith and such course of conduct did not constitute willful misconduct, bad faith or gross negligence of such Covered Person in the performance of the Covered Person’s duties. Subject to the foregoing, neither the Sponsor nor any of its Affiliates shall be personally liable for the return or repayment of all or any portion of the capital or profits of any Registered Owner, Beneficial Owner, Authorized Participant or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to this Agreement shall be made solely from the assets of the Trust without any rights of contribution from any of the Sponsor or its Affiliates.

18

Section 5.6  Duties.

(a)  The parties hereto agree to perform their duties under this Agreement in good faith upon the express terms of this Agreement. The parties hereto shall not have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust or any other Person. To the extent that, at law or in equity, the Sponsor has duties and liabilities relating thereto to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any other Person, the Sponsor acting under this Agreement shall not be liable to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any other Person for its good faith reliance on the provisions of this Agreement subject to the standard of care in Section 5.5. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Sponsor otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor. For the avoidance of doubt, no Person other than the parties hereto shall have any duties or obligations hereunder to the Trust, any Registered Owner, any Beneficial Owner, or the Authorized Participants.

(b)  Unless otherwise expressly provided herein:

(i)  whenever a conflict of interest exists or arises between the Sponsor or any of their respective Affiliates, on the one hand, and the Trust or any Registered Owner, Beneficial Owner, Authorized Participant, or other Person, on the other hand; or

(ii)  whenever this Agreement or any other agreement contemplated herein provides that the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Registered Owner, Beneficial Owner, Authorized Participant, or other Person,

the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided the Sponsor shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise.

(c)  Notwithstanding any other provision of this Agreement or of applicable law, whenever in this Agreement Sponsor is permitted or required to make a decision:

(i)  in its “discretion” or under a grant of similar authority, the Sponsor shall be entitled to consider such interests and factors as it desires, including its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the

19

Trust, any Registered Owner, any Beneficial Owner, any Authorized Participant, or any other Person; or

(ii)  in its “good faith” or under another express standard, the Sponsor shall act under such express standard and shall not be subject to any other or different standard. The term “good faith” as used in this Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law.

(d)  The Sponsor and any of its Affiliates may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor or its Affiliates. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Sponsor shall not be liable to the Trust or to the Registered Owners, the Beneficial Owners, or the Authorized Participants for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Registered Owner, Beneficial Owner, or Authorized Participant shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed to be wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any Affiliate of the Trust or the Beneficial Owners.

Section 5.7  Obligations of the Sponsor.

(a)  The Sponsor does not assume any obligation nor shall it be subject to any liability under this Agreement to any Registered Owner or Beneficial Owner, or Authorized Participant (including liability with respect to the worth of the Trust Property), except that each of them agrees to perform its obligations specifically set forth in this Agreement without gross negligence, bad faith or willful misconduct.

(b)  The Sponsor shall not be under any obligation to prosecute any action, suit or other proceeding in respect of any Trust Property or in respect of the Shares on behalf of a Registered Owner, Beneficial Owner, Authorized Participant or other Person.

(c)  The Sponsor shall not be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Authorized Participant, any Registered Owner or any other person believed by it in good faith to be competent to give such advice or information.

(d)  The Sponsor shall have no obligation to comply with any direction or instruction from any Registered Owner or Beneficial Owner, or Authorized Participant regarding Shares except to the extent specifically provided in this Agreement.

20

Section 5.8  Delegation of Obligations of the Sponsor. The Sponsor may, and is hereby authorized to, at any time delegate all or a portion of its duties and obligations under this Agreement to another entity, including the Administrator, the Transfer Agent, a Custodian or another Service Provider, as applicable, without the consent of any Registered Owner or any Beneficial Owner; provided, that any such delegees shall be appointed with reasonable care. The Sponsor shall not be liable for the conduct or misconduct of, any delegee selected by the Sponsor with reasonable care.  The Sponsor may terminate any such delegee at any time and is not required to appoint a replacement therefor. For the avoidance of doubt, no Service Provider is a party to this Agreement.  To the extent any contract to which a Service Provider is a party specifically references this Agreement (including any such reference to this Agreement in the Offering Documents) for a description of actions or services to be performed by that Service Provider under that contract, the performance of those actions or provision of those services shall be governed by that contract.

Section 5.9  Appointment of Successor Sponsor or Sponsors.

(a)  Registered Owners, other than the Sponsor and its Affiliates, holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including the Sponsor and its Affiliates) may agree in writing to appoint one or more successor sponsors if: (i) there is an admission of bankruptcy by the Sponsor or a court of competent jurisdiction has determined the Sponsor to be bankrupt or insolvent, or (ii) the Sponsor has identified a qualified successor sponsor and given notice of its voluntary withdrawal to each Registered Owner and the Delaware Trustee (each, a “Withdrawal Event”). The notice given by the Sponsor for a voluntary withdrawal must be given at least one hundred and twenty (120) days before the effective date of the withdrawal. The Sponsor may not withdraw unless the conditions in Section 5.9(a) and (b) are satisfied.

(b)  Registered Owners, other than the Sponsor and its Affiliates, holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including the Sponsor and its Affiliates) must agree in writing to appoint one or more successor sponsors within ninety (90) days of a Withdrawal Event.

(c)  Notwithstanding Section 5.9(a), if the Sponsor is dissolved or has ceased to exist as a legal entity for any reason or is deemed to have resigned because (i) it fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required by this Agreement, and such failure or incapacity is not cured, or (ii) the Sponsor is adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Liquidating Trustee may, among other actions, terminate and liquidate the Trust.

(d)  Any corporation into which the Sponsor may be merged, consolidated or converted in a transaction in which the Sponsor is not the surviving corporation shall be the successor of the Sponsor without the execution or filing of any document or any further act.

21

Section 5.10  Resignation or Removal of the Delaware Trustee; Appointment of Successor Delaware Trustee.

(a)  The Delaware Trustee may at any time resign as the Delaware Trustee hereunder by written notice of its election so to do, delivered to the Sponsor, and such resignation shall take effect upon the appointment of a successor Delaware Trustee and its acceptance of such appointment as hereinafter provided.

(b)  The Sponsor may remove the Delaware Trustee in its discretion by written notice delivered to the Delaware Trustee in the manner provided in Section 7.4 at any time. If at any time the Delaware Trustee is in material breach of its obligations under this Agreement and the Delaware Trustee fails to cure such breach within thirty (30) days after receipt by the Delaware Trustee of written notice from the Sponsor, or Registered Owners acting on behalf of at least twenty-five percent (25%) of the outstanding Shares, specifying such default and requiring the Delaware Trustee to cure such default, the Sponsor may remove the Delaware Trustee by written notice delivered to the Delaware Trustee in the manner provided in Section 7.4, and such removal shall take effect upon the appointment of a successor Delaware Trustee and its acceptance of such appointment as hereinafter provided.

(c)  If the Delaware Trustee acting hereunder resigns or is removed, the Sponsor shall use its reasonable efforts to appoint a successor Delaware Trustee. Every successor Delaware Trustee shall execute and deliver to its predecessor and to the Sponsor an instrument in writing accepting its appointment hereunder, and thereupon such successor Delaware Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Sponsor, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Trust Property to such successor and shall deliver to such successor a list of the Registered Owners of all outstanding Shares. Such successor Delaware Trustee shall promptly mail notice of the appointment of such successor Delaware Trustee to the Registered Owners.

(d)  Any corporation into which the Delaware Trustee may be merged, consolidated or converted in a transaction in which the Delaware Trustee is not the surviving corporation shall be the successor of the Delaware Trustee without the execution or filing of any document or any further act. During the 90-day period following the effectiveness of a merger, consolidation or conversion described in the immediately preceding sentence, the Sponsor may, by written notice to the Delaware Trustee, remove the Delaware Trustee and designate a successor Delaware Trustee in compliance with the provisions of Section 5.10(c).

Section 5.11  Custodians. The Sponsor may at any time appoint one or more custodians (each, a “Custodian”) to hold assets of the Trust, without the consent of any Registered Owner and any Beneficial Owner. The Sponsor is further authorized to appoint any successor or replacement Custodian or terminate any previously appointed Custodian, in accordance with the terms of the applicable custodial or other agreements entered into by the Trust with such Custodian or Custodians.

22

Section 5.12  Indemnification.

(a)  The Delaware Trustee or any officer, affiliate, director, employee, or agent of the Delaware Trustee (each, a “Trustee Indemnified Person”) shall be entitled to indemnification from the Trust and held harmless, to the fullest extent permitted by law, from and against any and all losses, claims, taxes, damages, reasonable expenses, (including reasonable legal and consultants’ fees and expenses, including legal fees and expenses of counsel related to enforcement of its rights hereunder), unpaid fees and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Indemnified Amounts”), to the extent that such Indemnified Amounts arise out of or are imposed upon or asserted against such Trustee Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of this Agreement or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Person for any Indemnified Amounts which are a result of the willful misconduct, bad faith or gross negligence of such Trustee Indemnified Person. To the extent that the Trust has not satisfied any indemnification obligation set forth in the foregoing sentence with respect to Indemnified Amounts of any Trustee Indemnified Person, by the thirtieth (30^th) day following written demand therefor, the Sponsor shall indemnify and hold harmless such Trustee Indemnified Person from and against any and all Indemnified Amounts and shall pay on demand any such Indemnified Amounts which remain unpaid. The obligations of the Trust and the Sponsor to indemnify the Trustee Indemnified Persons as provided herein shall survive the termination of this Agreement and the resignation or removal of the Delaware Trustee.

(b)  The Sponsor and its Affiliates, and their respective members, managers, directors, officers, employees, agents and Affiliates (each, a “Sponsor Indemnified Party”) shall be indemnified by the Trust and held harmless against any Indemnified Amounts arising out of or in connection with the performance of its obligations under this Agreement, any actions taken in accordance with the provisions of this Agreement and the performance of obligations under any other agreement entered into by the Sponsor in furtherance of the administration of the Trust; provided that any such Indemnified Amount was not the direct result of: (1) gross negligence, bad faith or willful misconduct on the part of such Sponsor Indemnified Party or (2) reckless disregard on the part of the Sponsor of its obligations and duties under this Agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself against any claim or liability in its capacity as Sponsor and any amounts paid by the Sponsor to any Trustee Indemnified Person pursuant to Section 5.12(a). Any amounts payable to a Sponsor Indemnified Party under this Section 5.12(b) may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may, in its discretion, undertake any action, that it may deem to be necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Registered Owners, including prosecuting, defending, settling or comprising actions or claims at law or in equity that it considers necessary or proper to protect the Trust or the interests of the Registered Owners, and, in such event, the legal expenses and costs of any such actions shall be expenses and costs of the Trust, and the Sponsor shall be entitled to be reimbursed therefor by the Trust.

23

(c)  If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”) in respect of which indemnity may be sought hereunder, the party seeking indemnification (the “Indemnitee”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnitor”) of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee’s ability to seek indemnification from the Indemnitor unless such failure adversely affects the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in clause (i) below and there are no other defenses available to Indemnitee as specified in clause (iii) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitor (in which case all attorney’s fees and expenses shall be borne by the Indemnitor, and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but, in such case, no fees and expenses of such counsel shall be borne by the Indemnitor unless such fees and expenses are otherwise required to be indemnified under Section 5.12(a) or (b), as applicable, and (i) there is such a conflict of interest between the Indemnitor and the Indemnitee as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (ii) the Indemnitor fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnitee or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (iii) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (n) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding.

Section 5.13  Reserved.

Section 5.14  Charges of the Sponsor.

(a)  The Sponsor is entitled to receive from the Trust, as an expense of the Trust, a fee for services that will accrue daily and be paid monthly in arrears at an annualized rate of up to 0.38% of the Adjusted Net Asset Value of the Trust (the “Sponsor’s Fee”), which the Sponsor may adjust in its discretion and may further adjust above 0.38% in accordance with Section 6.1(a). The Sponsor may waive any or all of the Sponsor’s Fee in the Sponsor’s sole discretion, which the Sponsor may exercise depending on operational issues affecting the Trust or market conditions.

24

(b)  The Sponsor is entitled to receive reimbursement from the Trust for all expenses and disbursements incurred by it under the last sentence of Section 5.12(b) or that are of the type described in paragraphs (ix), (x) or (xi) of Section 4.6(a) of this Agreement (including the fees and disbursements of legal counsel), except that the Sponsor is not entitled to charge the Trust for fees and expenses that the Sponsor is required to bear under Section 4.6(b) of this Agreement.

Section 5.15  Retention of Trust Documents. The Sponsor is authorized to destroy those documents, records, bills and other data compiled during the term of this Agreement at the times permitted by the laws or regulations governing the Sponsor.

Section 5.16  Federal Securities Law Filings. The Sponsor has prepared and filed a registration statement with the SEC and shall (i) take such action as is necessary to qualify the Shares for offering and sale under the federal securities laws of the United States, including the preparation and filing of amendments and supplements to such registration statement, and, if the Sponsor so determines, under the laws of any other relevant jurisdiction, and (ii) prepare, file and distribute, if applicable, any periodic reports or updates that may be required under the Exchange Act, or the rules and regulations thereunder.

Section 5.17  Prospectus Delivery. The Transfer Agent will comply with the requirements to provide copies of the current prospectus for the Trust to Authorized Participants as provided in the relevant Authorized Participant Agreements.

Section 5.18  Discretionary Actions by Sponsor; Consultation. The Sponsor may (without obligation) undertake any action that it deems to be necessary or desirable to protect the Trust or the interests of the Registered Owners.

Section 5.19  Delaware Trustee.

(a)  The Delaware Trustee shall be a legal entity that has its principal place of business in the State of Delaware, otherwise meets the requirements of applicable Delaware law and shall act through one or more persons authorized to bind such entity. If at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 5.19, it shall resign immediately in the manner and with the effect hereinafter specified in this Section 5.19. The initial Delaware Trustee shall be Delaware Trust Company.

(b)  The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person that are set forth herein. The Delaware Trustee shall be one of the trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the DSTA and for taking such actions as are required to be taken by a Delaware trustee under the DSTA. Subject to the foregoing, the duties, liabilities and obligations of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) executing any certificates required to be filed with the Delaware Secretary of State that the Delaware Trustee is required to execute under Section 3811 of the DSTA, and (iii) such other actions, pursuant to direction, as may be agreed upon between the Sponsor and the Delaware Trustee from time to time, provided that the

25

Delaware Trustee shall have no obligation to perform any such additional actions, shall not be liable for the decision not to perform any such additional actions and reserves the right to charge additional fees for any such additional actions.  Other than the foregoing, the Delaware Trustee shall have no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity.

(c)  The Delaware Trustee shall serve until such time as the Sponsor removes the Delaware Trustee or the Delaware Trustee resigns and a successor Delaware Trustee is appointed by the Sponsor in accordance with the terms of this Section 5.19. The Delaware Trustee may resign at any time upon the giving of at least sixty (60) days’ advance written notice to the Sponsor; provided, that such resignation shall not become effective unless and until a successor Delaware Trustee shall have been appointed by the Sponsor in accordance with Section 5.19. If the Sponsor does not act within such sixty (60) day period, the Delaware Trustee may apply to any court of competent jurisdiction for the appointment of a successor Delaware Trustee at the expense of the Trust.

(d)  Upon the resignation or removal of the Delaware Trustee, the Sponsor shall appoint a successor Delaware Trustee. Any successor Delaware Trustee must satisfy the requirements of Section 3807 of the DSTA. Any resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Delaware Trustee to the outgoing Delaware Trustee and the Sponsor and any fees and expenses due to the outgoing Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Delaware Trustee (i) shall file an amendment to the Certificate of Trust reflecting the change of Delaware Trustee and (ii) shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Delaware Trustee under this Agreement, with like effect as if originally named as Delaware Trustee, and the outgoing Delaware Trustee shall be discharged of its duties and obligations under this Agreement. Any business entity into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Delaware Trustee, shall be the successor of the Delaware Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto except as may be required by law.

Section 5.20  Compensation and Expenses of the Delaware Trustee. The Delaware Trustee (or any successor Delaware Trustee) shall be entitled to receive compensation from the Trust for its services in accordance with such schedules as shall have been separately agreed to from time to time by the Delaware Trustee and the Trust. The Delaware Trustee may consult with counsel (who may be counsel for the Sponsor or for the Delaware Trustee). The reasonable legal fees incurred in connection with such consultation shall be reimbursed to the Delaware Trustee pursuant to this Section, provided that no such fees shall be payable to the extent that they are incurred as a result of the Delaware Trustee's gross negligence, bad faith or willful misconduct.

26

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1  Amendment.

(a)  Except as provided below, the Sponsor may amend any provision of this Agreement without the consent of any Registered Owner or Beneficial Owner. Any amendment that imposes or increases any fees or charges, including the Sponsor’s Fee (other than taxes and other governmental charges), or prejudices a substantial existing right of the Registered Owners will not become effective until thirty (30) days after notice of such amendment is given by the Sponsor or its designee to the Registered Owners. Every Registered Owner and Beneficial Owner, at the time any such amendment becomes effective, shall be deemed, by continuing to hold any Shares or an interest therein, to consent and agree to such amendment and to be bound by this Agreement as amended thereby. In no event shall any amendment impair the right of a Registered Owner to Surrender Creation Units and receive therefor the amount of Trust Property represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding any other provision of this Agreement, no amendment to this Agreement may be made if, as a result of such amendment, it would adversely affect the status of the Trust as a grantor trust for United States federal income tax purposes.

(b)  No amendment shall be made to this Agreement without the consent of the Delaware Trustee (which may be granted or withheld in the Delaware Trustee’s discretion) if such amendment affects any of its rights, duties or liabilities.

(c)  Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust must consent, in the manner provided for in Section 6.1(e) below, to material changes to the Trust’s investment objective specified in Section 2.1(c).  For the avoidance of doubt, for purposes of this Section 6.1(c), any change to the Trust’s ESG Criteria, Sprott ESG Approved Mines or Sprott ESG Approved Mining Companies shall not be considered a material change.

(d)  The appointment of a successor sponsor or sponsors under Section 5.9 or a Liquidating Trustee pursuant to Section 6.2(c) shall be deemed to amend this Agreement to refer to such successor sponsor(s) or Liquidating Trustee, as applicable, in place of the Sponsor to the extent such sponsor(s) or the Liquidating Trustee succeeds to the rights, duties or liabilities of the Sponsor.

(e)  Any action required or permitted to be taken by Registered Owners by vote or consent may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall be treated for all purposes to have the same validity as votes at a meeting. If the vote or consent of any Shareholder to any action of the Trust or any Shareholder, as contemplated by this Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder given in the manner provided in Section 7.4(c).  The vote or consent of each Shareholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation

27

is actually received by that Shareholder, unless the Shareholder expresses written objection to the vote or consent by notice given in the manner provided in Section 7.4(c) below and actually received by the Trust within twenty (20) days after the notice of solicitation is effected. The Sponsor and all persons dealing with the Trust shall be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to this Section and shall be fully indemnified by the Trust in so doing. Any action taken or omitted in reliance on any such deemed vote or consent of one or more Registered Owners shall not be void or voidable by reason of timely communication made by or on behalf of all or any of such Registered Owners in any manner other than as expressly provided in Section 7.4(c).

Section 6.2  Termination.

(a)  The term for which the Trust will exist commenced on the date of the filing of the Certificate of Trust and shall continue until terminated pursuant to the provisions hereof.  If the Sponsor determines in its sole discretion to dissolve the Trust, the Sponsor shall set a date on which the Trust shall dissolve and mail notice of that dissolution to the Registered Owners at least thirty (30) days prior to the date set for dissolution.  In addition, the Sponsor shall set a date on which the Trust shall dissolve and mail notice of that dissolution to the Registered Owners at least thirty (30) days prior to the date set for dissolution if any of the following occurs:

(i)  upon a Withdrawal Event, unless within ninety (90) days of such Withdrawal Event, Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its affiliates) agree in writing to continue the Trust and to select, effective as of the date of such Withdrawal Event, one or more successor sponsors;

(ii)  the Sponsor is notified that the Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;

(iii)  the Trust becomes insolvent or bankrupt;

(iv)  all of the Trust's assets are sold;

(v)  the Trust fails to qualify for treatment, or ceases to be treated, as a grantor trust for United States federal income tax purposes and the Sponsor has determined that the termination of the Trust is advisable;

(vi)  the SEC determines that the Trust is an investment company under the Investment Company Act of 1940, as amended, and the Sponsor made the determination that dissolution of the Trust is advisable;

(vii)  the Commodity Futures Trading Commission determines that the Trust is commodity pool under the Commodity Exchange Act of 1936, as amended, and the Sponsor made the determination that dissolution of the Trust is advisable;

28

(viii)  sixty (60) days have elapsed since DTC or another depository has ceased to act as depository with respect to the Shares, and the Sponsor has not identified another depository that is willing to act in such capacity; or

(ix)  after any Service Provider resigns or otherwise ceases to act in such capacity with respect to the Trust, and no replacement Service Provider is engaged, the Sponsor makes a determination that dissolution of the Trust is advisable.

(b)  On and after the dissolution of the Trust, the Sponsor shall, in accordance with Section 3808(e) of the DSTA, wind up the business and affairs of the Trust. Subject to the payment or the reasonable provision of such payment by the Trust of the claims and obligations of the Trust as required by Section 3808(e) of the DSTA, the Registered Owners will be entitled to delivery of the amount of Trust Property represented by their Shares as hereinafter provided. The Sponsor shall not accept any Purchase Order or Redemption Order after the date of dissolution. If any Shares remain outstanding after the date of dissolution of the Trust, the Trust thereafter shall (i) discontinue the registration of transfers of Shares; (ii) continue to collect distributions pertaining to Trust Property and hold the proceeds thereof uninvested, without liability for interest; and (iii) pay pursuant to Section 3808(e) of the DSTA the Trust’s expenses, and may sell Trust Property as necessary to meet those expenses. After the dissolution of the Trust, the Sponsor shall sell or otherwise liquidate the Trust Property then held under this Agreement and, after complying with Section 3808(e) of the DSTA and deducting any fees, expenses, taxes or other governmental charges payable by the Trust and any expenses for the account of the Registered Owner of such Shares in accordance with the terms and conditions of this Agreement and any applicable taxes or other governmental charges, the Transfer Agent shall promptly distribute the net proceeds from such sale to the Registered Owners. After making such distribution, the Trust and this Agreement shall terminate and the Sponsor shall direct the Delaware Trustee to execute and cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the DSTA at the expense of the Trust. After making such filing and termination of this Agreement, the Sponsor and the Delaware Trustee shall be discharged from all obligations under this Agreement except for the Sponsor’s obligations that expressly survive termination of the Agreement.

(c)  Upon the occurrence of an event listed in Section 6.2(a), the Trust shall liquidate under the direction of such person as the Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates) may propose and approve (the “Liquidating Trustee”)). Any Liquidating Trustee that is appointed will have the same powers and limitations as applicable to the Sponsor, and the Liquidating Trustee will have the same limitations on liability and entitlement to indemnification as the Sponsor that are contained in Section 5.5(b) and Section 5.12 hereof.  Upon termination of the Trust, following completion of winding up of its business, the Liquidating Trustee shall direct the Delaware Trustee to execute and file a certificate of cancellation of the Trust's Certificate of Trust to be filed in accordance with applicable Delaware law at the expense of the Trust. After making such filing and termination of this Agreement, the Liquidating Trustee shall be discharged from all obligations under this Agreement except for its obligations that expressly survive termination of the Agreement.

29

(d)  The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Shareholder (as long as such Shareholder is not the sole Shareholder of the Trust) shall not result in the termination of the Trust, and such Shareholder, his estate, custodian or personal representative shall have no right to withdraw or value such Shareholder's Shares. Each Shareholder (and any assignee thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the assets of the Trust and any right to an audit or examination of the books of the Trust.

(e)  In respect of termination events that rely on the Sponsor’s determinations to terminate the Trust, the Sponsor may make any such determination in its sole discretion. To the extent that the Sponsor determines to continue operation of the Trust following a determination of a termination event, the Trust may be required to alter its operations to comply with the termination event.  In such case, the Sponsor shall not be liable for its determination of whether to continue or to terminate the Trust.

ARTICLE VII

MISCELLANEOUS

Section 7.1  Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original and all of such counterparts constitute one and the same agreement. Copies of this Agreement are filed with the Delaware Trustee and are open to inspection upon reasonable notice by any Registered Owner during the Delaware Trustee’s business hours.

Section 7.2  Derivative Actions; Third-Party Beneficiaries.

(a)  Derivative Actions. No Registered Owner shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust, unless two or more Registered Owners, who (i) are not affiliates of one another and (ii) collectively hold at least 25% of outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding.  The foregoing limitation shall not apply to any derivative action, suit or other proceeding brought on behalf of the Trust for claims under the federal securities laws and the rules and regulations thereunder.

(b)  Third-Party Beneficiaries. Subject to Section 5.8, this Agreement is for the exclusive benefit of the parties hereto and the Covered Persons and other indemnified parties referred to in Section 5.12, and the Registered Owners, Beneficial Owners and Authorized Participants from time to time, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other Person.

Section 7.3  Severability. In case any one or more of the provisions contained in this Agreement are or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected, prejudiced or disturbed thereby.

30

Section 7.4  Notices.

(a)  All notices given under this Agreement must be in writing.

(b)  Any notice to be given to the Sponsor or the Delaware Trustee shall be deemed to have been duly given (i) when it is actually delivered by a messenger or a recognized courier service, (ii) five (5) days after it is mailed by registered or certified mail, postage paid or (iii) when receipt of an electronic mail is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case to or at the address or email address set forth below:

To the Sponsor:

Sprott ESG Gold ETF

c/o Sprott Asset Management LP

320 Post Road, Suite 230

Darien, Connecticut 06820

Attention: Whitney George

Email: wgeorge@sprottusa.com

To the Delaware Trustee:

Delaware Trust Company
251 Little Falls Drive

Wilmington DE 19808
Attention: Corporate Trust Administration
Email: trust@delawaretrust.com

(c)  Any notice to be given to a Registered Owner shall be deemed to have been duly given (i) when actually delivered by messenger or a recognized courier service, (ii) when mailed, postage prepaid or (iii) when sent by electronic mail or facsimile transmission confirmed by letter, in each case at or to the address of such Registered Owner as it appears on the transfer books of the Transfer Agent, or, if such Registered Owner shall have filed with the Transfer Agent a written request that any notice or communication intended for such Registered Owner be delivered to some other address, at the address designated in such request.

Section 7.5  Governing Law; Consent to Jurisdiction.

(a)  This Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware.

(b)  The parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware in any action arising out of or relating to this Agreement and (ii) consent to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. Each party agrees that, in the event that any dispute arising from or relating to this Agreement becomes subject to any

31

judicial proceeding, such party waives any right that it may otherwise have to (x) seek punitive or consequential damages or (y) request a trial by jury.

Section 7.6  Headings. The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement.

Section 7.7  Binding Effect; Entire Agreement. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement is binding upon and inures to the benefit of the parties hereto and their respective personal representatives, successors and permitted assigns. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

Section 7.8  Provisions in Conflict With Law or Regulations. The provisions of this Agreement are severable, and if the Sponsor determines, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, the DSTA or other applicable U.S. federal or state laws, the Conflicting Provisions shall be deemed never to have constituted a part of this Agreement, even without any amendment of this Agreement pursuant to this Agreement; provided, however, that such determination by the Sponsor shall not affect or impair any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted prior to such determination. The Sponsor shall not be liable for making or failing to make such a determination.

Section 7.9  Conditions to Effectiveness of Amendments. The amendments to the Original Trust Agreement set forth herein shall become effective as of the date hereof upon execution of this Agreement by the Sponsor and the Delaware Trustee.

[Signature Page Follows]

32

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first set forth above.

SPROTT ASSET MANAGEMENT LP,
as Sponsor
By:	/s/ Whitney George
Name:	Whitney George
Title:	Director
DELAWARE TRUST COMPANY,
as Delaware Trustee
By:	/s/ Gregory Daniels
Name:	Gregory Daniels
Title:	Assistant Vice President

Signature Page to Amended and Restated Trust Agreement of

Sprott ESG Gold ETF

EXHIBIT A

CERTIFICATE OF TRUST
OF
123 SPROTT TRUST

THIS Certificate of Trust of 123 SPROTT TRUST (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.Name.  The name of the statutory trust formed by this Certificate of Trust is 123 SPROTT TRUST.

2.Delaware Trustee.  The name and address of the trustee of the Trust having a principal place of business in the State of Delaware are Delaware Trust Company, 251 Little Falls Drive, Wilmington, DE 19808, Attn: Corporate Trust.

3.Effective Date.  This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned trustee has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

DELAWARE TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee of the Trust
By:	/s/ Benjamin Hancock
Name:	Benjamin Hancock
Title:	Assistant Vice President

I-1

EXHIBIT B

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST
OF
123 SPROTT TRUST

THIS Certificate of Amendment to the Certificate of Trust of 123 SPROTT TRUST (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to amend the certificate of trust of a statutory trust formed under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”) pursuant to § 3810(b) of the Act.

1. Name. The name of the statutory trust amended hereby is 123 SPROTT TRUST.

2. Amendment to Certificate of Trust.  The Trust’s Certificate of Trust is hereby amended by changing the name of the Trust to Sprott ESG Gold ETF.

3. Effective Date.  This Certificate of Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the 5^th day of April, 2021.

DELAWARE TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee of the Trust
By:	/s/ Benjamin Hancock
Name:	Benjamin Hancock
Title:	Assistant Vice President

EX-5.1

Exhibit 5.1

SEWARD & KISSEL LLP

901 K Street, NW

Suite 800

Washington, DC 20001

Telephone: (202) 737-8833

Facsimile: (202) 737-5184

www.sewkis.com

July 22, 2022

Sprott Asset Management LP

Royal Bank Plaza, South Tower

200 Bay Street, Suite 2600

Toronto, Ontario M5J 2J1

Re: Sprott ESG Gold ETF Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel for Sprott Asset Management LP, the sponsor (“Sponsor”) of Sprott ESG Gold ETF, a Delaware statutory trust (the “Trust”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an unlimited number of shares of beneficial interest of the Trust (the “Shares”).

As counsel for the Sponsor, we have participated in the preparation of the Trust's Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “Commission”) to be declared effective by the Commission pursuant to paragraph (a) of Section 8 the Securities Act (the “Registration Statement”) in which this letter is included as an exhibit.  We have examined the Trust’s Certificate of Trust and the Amended and Restated Trust Agreement of the Trust (the “Trust Agreement”) and applicable amendments and supplements thereto and have relied upon such corporate records of the Trust and such other documents and certificates as to factual matters as we have deemed to be necessary to render the opinion expressed herein.

Based on such examination, we are of the opinion that the Shares to be offered for sale pursuant to the Registration Statement are duly authorized, and, when sold, issued and paid for as contemplated by the Registration Statement, will have been validly issued and will be fully paid and nonassessable under the laws of the State of Delaware.

We do not express an opinion with respect to any laws other than the laws of Delaware applicable to the due authorization, valid issuance and nonassessability of shares of beneficial interest of statutory trusts formed pursuant to the provisions of the Delaware Statutory Trust Act. Accordingly, our opinion does not extend to, among other laws, the federal securities laws or the securities or “blue sky” laws of Delaware or any other jurisdiction. In addition, we do not express any opinion with respect to any laws, rules, regulations or orders concerning declared emergencies or the effect thereof on any opinion stated herein.  Members of this firm are admitted to the bars of the State of New York and the District of Columbia.

Sprott ESG Gold ETF

July 22, 2022

Page 2

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to our firm therein.

Very truly yours,

/s/ Seward & Kissel LLP

EX-8.1

Exhibit 8.1

SEWARD & KISSEL LLP

901 K Street, NW

Suite 800

Washington, DC 20001

Telephone: (202) 737-8833

Facsimile: (202) 737-5184

www.sewkis.com

July 22, 2022

Sprott Asset Management LP

Royal Bank Plaza, South Tower

200 Bay Street, Suite 2600

Toronto, Ontario M5J 2J1

Re: Sprott ESG Gold ETF Registration Statement on Form S-1

Ladies and Gentlemen:

We have served as counsel to Sprott Asset Management LP, (the “Sponsor”) in its capacity as sponsor of the Sprott ESG Gold ETF (the “Trust”) in connection with the preparation and filing of a Registration Statement on Form S-1, including the prospectus included in Part I of the Registration Statement (the “Prospectus”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”). The Registration Statement relates to the proposed registration under the 1933 Act of an unlimited number of shares representing units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”).

We have examined originals and copies, certified or otherwise identified to our satisfaction, of all such agreements, certificates and other statements of corporate officers and other representatives of the Sponsor and other documents as we have deemed necessary as a basis for this opinion. In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; and (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

We have, when relevant facts material to our opinion were not independently established by us, relied to the extent we deemed such reliance proper upon written or oral statements of officers and other representatives of the Sponsor. We have not made or undertaken to make any independent investigation to establish or verify the accuracy or completeness of such factual representations, certifications and other information.

Our opinions and the tax discussion as set forth in the Prospectus are based on the current provisions of the Internal Revenue Code of 1986, as amended, the final, temporary and proposed Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law authority, all as they exist as of the date hereof and any of which may be changed at any time with retroactive effect.  No opinion is expressed on any matters other than those specifically referred to above by reference to the Prospectus.

Based on the facts as set forth in the Prospectus and, in particular, on the representations, covenants, assumptions, conditions and qualifications described under the caption “U.S. Federal Income Tax Considerations” therein, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters are those opinions attributed to Seward & Kissel LLP expressed in the Prospectus under the caption “U.S. Federal Income Tax Considerations.”  It is our further opinion that the tax discussion set forth under the caption “U.S. Federal Income Tax Considerations” in the Prospectus accurately states our views as to the tax matters discussed therein.

This opinion letter is furnished by us, as counsel for the Sponsor, solely for your benefit in connection with the issuance of the Shares and may not be used for any other purpose or relied upon by any other person other than you, without our prior written consent.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name where it appears in the Registration Statement and the Prospectus.

Very truly yours,

/s/ Seward & Kissel LLP

EX-10.1

Exhibit 10.1

ALLOCATED GOLD STORAGE AND CUSTODY AGREEMENT entered into as of the 10^th day of June, 2022.

BETWEEN:	ROYAL CANADIAN MINT, Ottawa, Ontario, Canada, a Crown corporation established by the Royal Canadian Mint Act (Canada)
	(hereinafter referred to as the “Mint”)
AND:	SPROTT ESG GOLD ETF (the “Trust”or the “Customer”)and SPROTT ASSET MANAGEMENT LP, a limited partnership formed under the laws of the Province of Ontario, Canada, pursuant to the Limited Partnerships Act (Ontario) by declaration dated September 17, 2008, the sponsor of the Trust (the “Sponsor”),with offices in the United States and Canada

WHEREAS the Trust is an exchange-traded fund formed under the laws of the State of Delaware on February 10, 2021, operating pursuant to the Amended and Restated Trust Agreement between the Sponsor, Delaware Trust Company and the Trust dated June 2, 2022.

WHEREAS the Customer entered into a trading and unallocated gold custody agreement with the Mint dated June 10, 2022, bearing number LS2021-064 with respect to Fine Gold to be held by the Mint on an unallocated basis on behalf of the Trust (the “Gold Trading and Custody Agreement”).

WHEREAS the Gold Trading and Custody Agreement contemplates the possibility of the Customer making physical withdrawals of unallocated Fine Gold in the form of 400-Ounce London Good Delivery bars of ESG Approved Gold for storage by the Mint on an allocated basis.

WHEREAS the Customer wishes to engage the Mint as the custodian of the Trust’s said 400-Ounce London Good Delivery bars of ESG Approved Gold, and the Mint agrees to store the same at the Mint’sFacility in accordance with the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, the parties hereto agree as follows:

1. Definitions

In the Agreement (as defined below), the following terms and expressions have the following meanings:

“Account”has the meaning provided in Sub-Clause 3(b).

“Agreement”means this agreement and any document referred to in this agreement as forming part of this agreement.

Page 1 of 16

“Agreements” has the meaning ascribed thereto in clause 27.

“Authorized Participant”and “Authorized Participants”have the meanings ascribed thereto in the Form S-1 registration statement filed with the Securities and Exchange Commission by the Trust on June 1, 2022, and, for the purposes of the Agreement, who have entered into a trading agreement with the Mint.

“Authorized Representative”has the meaning ascribed thereto in sub-clause 3(h).

“Business Day”means any Monday to Friday inclusively, excluding holidays observed by the Mint.

“Confidential Information”means all information received by a party to the Agreement (the receiving party) from another party to the Agreement (the disclosing party) during the course of the Agreement, whether disclosed in written, oral and/or visual form, which is identified by the disclosing party as confidential at the time of disclosure or that a reasonable person would consider, from the nature of the information or circumstances of disclosure, as being confidential. Confidential Information includes, but is not limited to, information relating to the respective parties’ research, developments, technology, know-how, pricing, finances, marketing, business plans and customer lists.

“ESG Approved Gold”has the meaning ascribed thereto in the Gold Trading and Custody Agreement.

“Exchange for Fine Gold Credits”and“Exchanges for Fine Gold Credits”have the meaning ascribed thereto in sub-clause 3(g).

“ESG Approved Mines”has the meaning ascribed thereto in the Gold Trading and Custody Agreement.

“Fine Gold”means gold containing 9,950 or more parts of gold per 10,000 parts.

“Force Majeure”means circumstances or causes beyond the Mint’s reasonable control, including, without limitation, acts or omissions or the failure to cooperate of the Sponsor, the Trustee and/or of third parties (including, without limitation, entities and/or individuals under their respective control, and/or their respective officers, directors, employees and/or other personnel and agents), fire or other casualty, epidemic, pandemic, act of God, strike, lockout or other labour disturbance, riot, war or other violence, or any law, order or requirement of any governmental agency or authority.

“Gold Trading and Custody Agreement”has the meaning ascribed thereto in the recitals hereof.

“LBMA”means the London Bullion Market Association.

“Letter Agreement”has the meaning ascribed thereto in sub-clause 8(a).

“London Good Delivery”means gold bars that meet the standard measure of quality in gold bullion as set forth by the LBMA.

“Mint’s Facility”means the Mint’s facility located at 320 Sussex Drive, Ottawa, Ontario, Canada, K1A 0G8.

Page 2 of 16

“Notice of Loss” means a written notice given by the Mint or the Sponsor in accordance with Sub-Clause 10(b) informing the other party of the discovery of loss, theft, destruction and/or damage of ESG Approved Gold, and specifying the date upon which such loss, destruction and/or damage was discovered.

“Receipt of Deposit” means the document issued by the Mint to the Sponsor confirming the count, gross weight in troy ounces, assay characteristics and bar numbers of the ESG Approved Gold produced by the Mint in furtherance to a physical withdrawal request submitted to the Mint pursuant to the terms of the Gold Trading and Custody Agreement and deposited at the Mint’s Facility under the Account.

“Returning Instructions”means written instructions provided by the Sponsor to the Mint informing the Mint of the carrier or representative to whom the Mint is to give ESG Approved Gold for its return, the Business Day on which the ESG Approved Gold is to be given to the said carrier or representative, said carrier’s or representative’s vehicle model and registration number and any other details which may be requested by the Mint in relation thereto.

“Transfer of Allocated Storage” and “Transfers of Allocated Storage” have the meaning ascribed thereto in sub-clause 3(f).

“Transportation Costs” means any and all costs and expenses related to the transportation of ESG Approved Gold from the Mint’s Facility, inclusive of any applicable taxes, duties, fees and assessments and the costs in obtaining insurance in relation thereto.

“Withdrawal” means the physical withdrawal of the ESG Approved Gold or a portion thereof from the Mint’s Facility.

2. Interpretation

(a) Capitalized terms not defined herein have the meaning ascribed thereto in the Gold Trading and Custody Agreement.

(b) The terms “herein”, “hereby” and “hereunder”, when used in any clause shall, unless the contrary is apparent from the context, be understood to relate to the Agreement as a whole, and not merely to the clause in which they appear.

(c) The division of the Agreement into sections and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of the Agreement.

(d) In the Agreement, unless the context requires otherwise, words importing a singular number include the plural and vice versa and words importing the masculine include the feminine and neuter and vice versa.

(e) Unless otherwise indicated, any reference to currency is to U.S. currency and any amount advanced, paid or calculated is to be advanced, paid or calculated in U.S. currency.

(f) References herein to actions to be performed by the Sponsor shall be deemed to refer to the Sponsor acting on behalf of the Trust, unless the context otherwise requires.

Page 3 of 16

3. Description of Service

(a) The Mint is appointed to act as custodian of ESG Approved Gold in accordance with the terms contained herein.

(b) The Mint shall establish and maintain an account (the “Account”) for ESG Approved Gold to be stored under the Agreement. The Account will be established and maintained on an allocated basis and will record the amount of ESG Approved Gold held from time to time in the name of the Trust under the Agreement.

(c) The Mint agrees to exercise:

(i) the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances; or

(ii) at least the same degree of care as it exercises with respect to its own property of a similar kind, if this is a higher degree of care than the degree of care referred to in paragraph 3(c)(i).

(d) Pursuant to the Gold Trading and Custody Agreement, the Sponsor may, from time to time, request the physical withdrawal of Fine Gold held by the Mint on an unallocated basis in the form of at least forty (40) 400-Ounce London Good Delivery bars of ESG Approved Gold for storage by the Mint on an allocated basis under the terms of this Agreement. The first such physical withdrawal may be made for an amount of at least fifteen (15) 400-Ounce London Good Delivery bars of ESG Approved Gold. Conditional upon such a request being in compliance with the terms of the Gold Trading and Custody Agreement, the Mint will, in furtherance to such request, refine and produce the requested 400-Ounce London Good Delivery bars of ESG Approved Gold and will, on the Business Day the production thereof is fully completed, issue a Receipt of Deposit to the Sponsor in relation thereto.

(e) From time to time during the term of the Agreement the Sponsor may give written notice to the Mint of its intention to withdraw ESG Approved Gold from the Mint’s Facility. Such written notice shall be delivered to the Mint at least three (3) Business Days prior to the Business Day on which the Sponsor wishes the Withdrawal to occur, shall be signed by an Authorized Representative of the Sponsor in accordance with Sub-Clause 3(h) and shall: (i) specify the ESG Approved Gold to be withdrawn from the Mint’s Facility, including, for each bar to be withdrawn, the bar number, the weight in fine and gross troy ounces and the assay characteristics; and (ii) specify the Returning Instructions to the Mint.

(f) Upon receipt of proper and complete instructions in writing from the Sponsor, the Mint will transfer the ESG Approved Gold or a portion thereof to a third party who has an allocated storage account with the Mint (each a “Transfer of Allocated Storage”, and collectively the “Transfers of Allocated Storage”). The written transfer request must be signed by an Authorized Representative of the Sponsor in accordance with Sub-Clause 3(h) and shall: (i) specify the ESG Approved Gold to be transferred, including, for each bar to be transferred, the bar number, the weight in fine and gross troy ounces and the assay characteristics; and (ii) specify the name and account number of the Mint’s client to whom the ESG Approved Gold is to be transferred to. Transfers of Allocated Storage shall be processed within one (1) Business Day from reception of proper and complete instructions in writing and will be confirmed to the recipient by email on the day of transfer.

Page 4 of 16

(g) Upon receipt of proper and complete instructions in writing from the Sponsor, the Mint will exchange ESG Approved Gold held by the Mint on an allocated basis pursuant to the terms of the Agreement for an equal amount of unallocated Fine Gold credits to be held by the Mint on an unallocated basis pursuant to the terms of the Gold Trading and Custody Agreement (each an “Exchange for Fine Gold Credits”, and collectively the “Exchanges for Fine Gold Credits”). The written exchange request must be signed by an Authorized Representative of the Sponsor in accordance with Sub-Clause 3(h) and shall: (i) specify the ESG Approved Gold to be exchanged, including, for each bar to be exchanged, the bar number, the weight in fine and gross troy ounces and the assay characteristics. Exchanges for Fine Gold Credits will be processed within one (1) Business Day from reception of proper and complete instructions in writing and will be confirmed by the Mint by email on the day the exchange is completed. Property in the ESG Approved Gold exchanged for Fine Gold credits will vest with the Mint from the time the Trust’s Pool Account (as defined under the Gold Trading and Custody Agreement) is credited with the applicable amount of Fine Gold credits.

(h) The Sponsor shall provide the Mint with the names and signatures of the authorized representatives who are empowered to do the following on behalf of the Trust: (i) issue requests for Transfers of Allocated Storage pursuant to Sub-Clause 3(f); (ii) issue requests for Withdrawals of ESG Approved Gold from the Mint’s Facility pursuant to Sub-Clause 3(e); (iii) issue requests for Exchanges for Fine Gold Credits pursuant to Sub-Clause 3(g); and (iv) request inventory records pursuant to Sub-Clause 6(a) (collectively the “Authorized Representatives”, and individually an “Authorized Representative”). It is expressly understood and agreed that the Mint shall not be liable for any transfer of ESG Approved Gold made under a Transfer of Allocated Storage, any Withdrawal thereof and/or the provision of inventory records where such requests have been fraudulently executed in the name of an Authorized Representative of the Sponsor, nor for any transfer of ESG Approved Gold under a Transfer of Allocated Storage, any Withdrawal thereof and/or providing inventory records where the authority of any such representative has been revoked and the Mint has not been notified thereof in writing in due time.

(i) The Mint carries such insurance as it deems appropriate in its experience and judgment, acting reasonably, for its businesses and its position as the custodian of the ESG Approved Gold. The Mint will provide the Sponsor with at least 60 days’ written notice of any cancellation or termination of such insurance coverage.

(j) Nothing contained in the Agreement shall create between the parties the relationship of principal and agent, mandator and mandatary, partnership or joint venture. The Customer has no authority to and undertakes not to make any representation relating to the Mint, nor give any warranty or representation on behalf of the Mint, without the Mint’s prior written authorization. The Customer will be liable for any and all damages, losses and costs, including special, incidental, consequential, indirect and punitive damages, losses and costs (including lost profits and lost savings) suffered by the Mint as a result of a breach of any of the above undertakings in this sub-clause. The Customer recognizes and acknowledges that any breach or threatened breach of the above undertakings may cause the Mint irreparable harm for which monetary damage may be inadequate. The Customer agrees therefore that the Mint shall be entitled to seek an injunction to restrain the Customer from such breach or threatened breach.

Page 5 of 16

4. Segregation of ESG Approved Gold

ESG Approved Gold stored under the Agreement shall be physically segregated at all times from gold belonging to the Mint and/or belonging to the Mint’s other customers and will be specifically identified as belonging to the Trust.

5. Inventory Statements

The Mint will send the Sponsor an inventory statement for the Account on a daily basis. Monthly inventory statements shall also be issued no later than seven (7) Business Days following the end of each calendar month. Daily and monthly inventory statements will include a summary of all Account activity processed during the day the statement is issued or during the previous calendar month, as applicable, in addition to the Account balance.

6. Audit and Security and Safety Requirements

(a) Following a minimum of two (2) weeks’ prior written notice from the Sponsor, and for the fee indicated in the Letter Agreement, the Customer’s authorized employees and representatives will have access to the Mint’s Facility for the purpose of performing a physical audit of the ESG Approved Gold held in custody by the Mint, provided that such audit does not disrupt the routine operation of the Mint’s Facility, as reasonably determined by the Mint, and is held on a Business Day during the Mint’s regular business hours. The Mint has the right to reschedule the physical audit in the event the Mint determines, acting reasonably, that the audit would disrupt the routine operation of the Mint’s Facility if held on the date identified in the Sponsor’s written notice. When accessing the Mint’s Facility for the purpose of performing a physical audit of the ESG Approved Gold held in custody by the Mint, the Customer shall ensure that at least one (1) of its authorized employees or representatives is present, and the Mint shall ensure that such employees or representatives are accompanied by at least one (1) representative of the Mint. The Mint shall also provide the Sponsor with the Mint’s inventory records relating to the ESG Approved Gold, where such a request is made in writing and signed by an Authorized Representative of the Sponsor in accordance with Sub-Clause 3(h). Said inventory records will contain information enabling the Sponsor to confirm that the ESG Approved Gold originates from one or more ESG Approved Mines.

(b) The Customer’s employees and representatives shall present proper credentials to the manager of the Mint’s Facility as a condition of being admitted to the Mint’s Facility.

(c) The Customer agrees to be bound by the Mint’s security procedures and policies relating to the access to the Mint’s Facility. All authorized employees and representatives who are allowed access to the Mint’s Facility pursuant to the Agreement will be subject to security clearance prior to being admitted to the Mint’s Facility.

(d) The Customer’s authorized employees and representatives could possibly be subject to search while at the Mint’s Facility.

(e) Prior to arriving at the Mint’s Facility, the Mint shall provide the Customer with the details of the Mint’s safety regulations; the Customer undertakes to ensure that its authorized employees and representatives will be provided with such safety regulations.

Page 6 of 16

(f) The Mint will also cooperate with the Trust’s officers, properly designated representatives and independent public accountants with respect to information or confirmation and other reasonable assistance needed regarding the records of the ESG Approved Gold held by the Mint for the purpose of confirming the content of those records. In addition, the Mint understands that, in connection with the preparation of the Trust’s financial statements that will be filed from time to time with the U.S. Securities and Exchange Commission, officers of the Sponsor will be required by law or regulation to provide written assurances regarding the reliability of the internal controls used in the preparation of those financials. To the extent that the Mint’s activities or controls with respect to providing services related to holding ESG Approved Gold are relevant to the information presented in the Trust’s financial statements, the Mint will reasonably cooperate with the Sponsor to enable the Sponsor to provide the required written assurances referred to above and to enable the Trust’s independent public accountants to provide any required attestation or reporting in connection with such assurances.

7. Indemnity

(a) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any damages and/or losses, including, but not limited to loss, destruction and/or damage to ESG Approved Gold, any injuries, including, but not limited to, bodily injuries or death, any costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney’s fees, arising out of the presence of any of the Customer’s employees, agents, representatives and/or contractors on the premises of the Mint’s Facility and/or arising out of the entering and/or leaving therefrom.

(b) The Customer warrants that it has legal title to the ESG Approved Gold stored in the Mint’s Facility with the right to transfer possession of the ESG Approved Gold to the Mint free and clear of all liens and encumbrances. The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any damages, losses, injuries, costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney’s fees, arising out of any breach of this warranty.

8. Fees and Charges

(a) The Sponsor will pay to the Mint the fees and charges as agreed pursuant to that certain letter agreement between the Sponsor and the Mint dated June 10, 2022, bearing number LS2021-067 (the“Letter Agreement”),in addition to any other fees, charges and costs to be paid pursuant to the Agreement.

(b) The Mint will have no obligation to proceed with a requested Withdrawal, Transfer of Allocated Storage and/or Exchange for Fine Gold Credits until all sums due to the Mint per the Agreement and the Letter Agreement have been paid in full.

9. Risk and Liability

(a) Except as otherwise provided in the Agreement, the Mint shall bear all risks of loss, theft, damage and/or destruction of ESG Approved Gold from the time the related Receipts of Deposits have been issued by the Mint.

Page 7 of 16

(b) The Mint’s liability shall terminate in respect of any portion of ESG Approved Gold: (i) at the expiration of the sixty (60) calendar-day prior notice of termination for convenience pursuant to clause 15, whether or not the ESG Approved Gold remains in the Mint’s Facility; (ii) thirty (30) calendar days following the termination of the Agreement for default, whether or not the ESG Approved Gold remains in the Mint’s Facility; (iii) upon transfer of the ESG Approved Gold under a Transfer of Allocated Storage, as requested by the Sponsor; or (iv) upon the transfer of possession to the Sponsor’s Gather or representative in the event of a Withdrawal or the return of the ESG Approved Gold pursuant to the Agreement.

(c) Fine Gold credits obtained through Exchanges of Pine Gold Credits are subject to the terms of the Gold Trading and Custody Agreement from the time the Mint issues to the Sponsor the confirmation to the effect that the exchange has been processed, including, without limitation, the terms thereof relating to risk of loss, limitation of liability and compensation in the event of a loss, theft or destruction.

(b) Conditional upon the Sponsor giving the Mint a Notice of Loss in accordance with Sub- Clause 10(b) where the loss, theft, damage and/or destruction is discovered by the Customer, in the event of loss, theft and/or destruction of ESG Approved Gold (whether through fraud, theft, negligence or otherwise and regardless of culpability by the Mint) for which the Mint bears the risks of loss, theft, destruction or damage as provided in Sub-Clause 9(a), the Mint will either, in its discretion:

(i) replace the lost, stolen and/or destroyed ESG Approved Gold based on the weight and assay characteristics thereof specified in the applicable Receipt(s) of Deposit;

(ii) compensate the Sponsor for the monetary value of the lost, stolen and/or destroyed ESG Approved Gold based on the weight and assay characteristics thereof specified in the applicable Receipt(s) of Deposit and the market value of the lost, stolen and/or destroyed ESG Approved Gold using the p.m. price of gold expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish gold prices, any other gold spot rate selected by the Mint acting reasonably) on the first (1^st) trading day following the discovery by the Mint of said loss, theft and/or destruction, if first discovered by the Mint, or, if first discovered by the Customer, the first (1^st) trading day following the date the relevant Notice of Loss was given to the Mint; or

(iii) replace a portion of the lost, stolen and/or destroyed ESG Approved Gold based on the weight and assay characteristics thereof specified in the applicable Receipt(s) of Deposit and compensate the Sponsor for the monetary value of the remaining portion of the lost, stolen and/or destroyed ESG Approved Gold based on the weight and assay characteristics thereof specified in the applicable Receipt(s) of Deposit and the market value of the lost, stolen and/or destroyed ESG Approved Gold using the p.m. price of gold expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish gold prices, any other gold spot rate selected by the Mint acting reasonably) on the first (1^st) trading day following the discovery by the Mint of said loss, theft and/or destruction, if first discovered by the Mint, or, if first discovered by the Customer, the first (1^st) trading day following the date the relevant Notice of Loss was given to the Mint.

(c) Conditional upon the Sponsor giving the Mint a Notice of Loss in accordance with Sub- Clause 10(b) where the damage is discovered by the Customer, in the event of damage to ESG Approved Gold for which the Mint bears the risks of loss, theft, destruction or damage

Page 8 of 16

as provided in Sub-Clause 9(a), the Mint will restore the portion of damaged ESG Approved Gold to at least as good as state as it was prior to being so damaged.

(d) Upon replacement of and/or monetary compensation for the lost, stolen and/or destroyed ESG Approved Gold as provided for above, the Customer hereby agrees to and does hereby assign to the Mint all of its right, title and interest in the said lost, stolen and/or destroyed ESG Approved Gold; upon replacement of and/or compensation for lost, stolen and/or destroyed ESG Approved Gold and/or upon restoration of damaged ESG Approved Gold, the Customer hereby agrees to and does hereby assign to the Mint all of its rights of recovery against third parties that are the subject of a claim and/or against whom a claim can be instituted, and to execute any documents as may be reasonably necessary to perfect such assignment upon request by the Mint or the Mint’s insurers.

10. Notice of Loss

(a) the Sponsor and the Mint shall maintain a record of all ESG Approved Gold stored pursuant to the Agreement.

(b) Should the Customer discover a loss, theft, destruction and/or damage of ESG Approved Gold under the Agreement, the Sponsor shall give a Notice of Loss to the Mint, in the manner specified in Sub-Clause 16(b), within five (5) Business Days from the Customer’s discovery of any such loss, destruction and/or damage. Should the Mint discover a loss, theft, destruction and/or damage of ESG Approved Gold under the Agreement, the Mint shall give a Notice of Loss to the Sponsor, in the manner specified in Sub-Clause 16(a), within five (5) Business Days from the Mint’s discovery of any such loss, theft, destruction and/or damage. Notwithstanding the foregoing, in the event that the Sponsor receives a written statement from the Mint in which a discrepancy in the quantity of ESG Approved Gold first appears, the Sponsor must give the Mint, in the manner specified in Sub-Clause 16(b), a Notice of Loss regarding such a discrepancy no later than sixty (60) calendar days following reception of the said written statement. Inthe event that a Notice of Loss is given by either party in accordance with the above, the Sponsor shall forthwith provide the Mint with an affirmative written statement, subscribed and sworn to by a duly authorized representative of the Sponsor, detailing the ESG Approved Gold lost, stolen, destroyed and/or damaged and substantiated by the books, records and accounts of the Customer. Should the Sponsor either (i) fail to give a Notice of Loss within the period stated herein with respect to a loss, theft, destruction and/ or damage; or (ii) fail to bring an action, suit and/or proceeding within twelve (12) months from the discovery of a loss, theft, destruction and/or damage notwithstanding that a Notice of Loss has been given in accordance with this Sub-Clause, all claims with respect to such loss, destruction and/or damage shall be deemed to have been waived, and no action, suit and/or other proceeding in relation thereto shall be brought against the Mint.

(c) The parties shall promptly and diligently assist each other to establish the identity of the ESG Approved Gold lost, stolen, destroyed and/or damaged, and shall take all such other reasonable steps as may be necessary to assure the maximum amount of salvage at a minimum cost.

11. Limitation of Liability of the Mint

Notwithstanding anything to the contrary in the Agreement, in addition to any other limitations of liability of the Mint provided under the Agreement and/or by way of law, the Mint is not liable for any damages, losses (including loss, destruction and/or damage of ESG Approved Gold), costs

Page 9 of 16

and/or expenses and/or for non-performance and/or delays of service caused by or resulting from any of the following, whether suffered directly or indirectly by the Mint:

(a) either: (1) war, hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (i) by any government or sovereign power (de jure or de facto), or by any authority maintaining or using military, naval or air forces; or (ii) by military, naval or air forces; or (iii) by an agent of any such government, power, authority or forces; or (2) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence or confiscation by order of any government or public authority.

(b) either: (i) any chemical, biological, or electromagnetic weapon; (ii) the use or operation, as a means for inflicting harm, of any computer, computer system, computer software, computer software program, malicious code, computer virus or process or any other electronic system; (iii) ionising radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (v) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; or (vi) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter. The exclusion in Sub-Clause (vi) does not extend to radioactive isotopes, other than nuclear fuel, when such isotopes are being prepared, carried, stored, or used for commercial, agricultural, medical, scientific or other similar peaceful purposes.

(c) any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear.

(d) a case of Force Majeure.

12. Consequential Damages

Except as otherwise specifically provided under the Agreement, neither party shall be liable for special, incidental, consequential, indirect and/or punitive losses and/or damages (including lost profits and/or lost savings), whether or not they had knowledge that such losses and/or damages might be incurred.

13. Term of the Agreement and Return of ESG Approved Gold

The Agreement is effective as of the date first mentioned above and will continue until terminated by either party pursuant to Clause 14 or Clause 15, as applicable.

14. Termination for Default

(a) Where: (i) the Customer is in default in carrying out any of its obligations under the Agreement and fails to correct said default within ten (10) Business Days following a written

Page 10 of 16

notice sent by the Mint to the Sponsor informing the latter of the default; (ii) the Customer is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Customer or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Customer is in breach of any representation or warranty contained herein, the Mint may, upon giving written notice to the Sponsor, terminate the Agreement.

(b) Where: (i) the Mint is in default in carrying out any of its obligations under the Agreement and fails to correct said default within ten (10) Business Days following a written notice sent by the Sponsor to the Mint informing the latter of the default; (ii) the Mint is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Mint or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Mint is in breach of any representation or warranty contained herein, the Sponsor may, upon giving written notice to the Mint, terminate the Agreement.

(c) Upon the giving of a written notice of termination by either party pursuant to the terms of the present clause, the Sponsor shall forthwith arrange for the return of the ESG Approved Gold and provide Returning Instructions to the Mint. The Transportation Costs for returning the ESG Approved Gold shall be borne by the defaulting party, except that the Mint shall only bear Transportation Costs for returning the ESG Approved Gold to one of Canada’s provincial capitals. ESG Approved Gold left in storage at the Mint’s Facility after the termination date will be subject to storage and handling fees and charges as determined by the Mint; the Customer acknowledges and agrees that such fees and charges may be greater than those set out in the Letter Agreement. Also, the Customer agrees to reimburse the Mint for any and all costs and expenses incurred by the Mint by reason of the ESG Approved Gold having been left in storage at the Mint’s Facility after the termination date.

(d) In case of termination by the Mint pursuant to the present clause, (i) the Customer shall, except for special, incidental, consequential, indirect, and/or punitive losses and/or damages, be liable towards the Mint for losses and damages which may be suffered by the Mint by reason of the default or occurrence upon which the notice was based. In case of termination by the Sponsor pursuant to the present clause, the Mint shall, except for special, incidental, consequential, indirect and/or punitive losses and/or damages, be liable towards the Sponsor for losses and damages which may be suffered by the Sponsor by reason of the default or occurrence upon which the notice was based.

15. Termination for Convenience

(a) Notwithstanding anything contained in the Agreement, either the Mint or the Sponsor may, at its sole discretion, terminate the Agreement by giving sixty (60) calendar days’ written notice to the other party to that effect.

(b) Upon a notice of termination being given pursuant to the terms of the present clause, the Sponsor shall forthwith arrange for the return of the ESG Approved Gold and provide Returning Instructions to the Mint, the Transportation Costs to be borne by the Customer. ESG Approved Gold left in storage at the Mint’s Facility after the termination date due to the Sponsor not having returned the ESG Approved Gold prior to termination date will be subject to storage and handling fees and charges as determined by the Mint; the Customer acknowledges and agrees that such charges may be greater than those set out in the Letter Agreement. Also, the Customer agrees to reimburse the Mint for any and all reasonable costs and expenses incurred by the Mint by reason of the ESG Approved Gold having been left in

Page 11 of 16

storage at the Mint’s Facility after the termination date due to the Sponsor not having returned the ESG Approved Gold prior to the termination date.

(c) In the event of termination under the present clause, neither party will have any claim for compensation except as otherwise specified in the Agreement and will have no claim for damages and/or loss of profit as a result of the termination.

16. Notices

(a) Except as provided under Sub-Clause 16(b), any notice given under the Agreement will be in writing, and will be delivered by messenger, prepaid registered mail or email to the following addresses:

If to the Mint:	If to the Sponsor:
Royal Canadian Mint 320 Sussex Drive Ottawa, Ontario, Canada K IA 0G8 c/o Lorne Whitmore Managing Director, Sales B2B — Bullion & Numismatic Email: whitinore@mint.ca	Sprott Asset Management LP 320 Post Road, Suite 230 Darien, Connecticut 06820 Attention: Whitney George Email: wgeorge@sprottusa.com
If to the Trust:
Sprott ESG Gold ETF c/o Sprott Asset Management LP 320 Post Road, Suite 230 Darien, Connecticut 06820 Attention: Whitney George Email: wgeorge@sprottusa.com

(b) Notwithstanding Sub-Clause 16(a), a Notice of Loss given by the Sponsor to the Mint pursuant to Sub-Clause 10(b) will be in writing and will be delivered by email to the following address:

Royal Canadian Mint

c/o: Norman Toye |

Treasury and Risk Management Department

E-mail: mintriskingt@mint.ca

(c) A party may change its address by informing the other party of the new address in writing.

(d) A notice shall be deemed to have been given: (i) when received, if delivered by messenger; (ii) upon electronic confirmation of delivery, if delivered or transmitted by email (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next Business Day); or (iii) on the fourth (4^th) Business Day following the date of mailing, if sent by prepaid registered mail; provided, however, that if at the time of mailing or within four (4) Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice hereunder shall be delivered or transmitted by means of email.

Page 12 of 16

(e) Any party sending a Notice of Loss shall also endeavour to call the receiving party on the day the Notice of Loss is issued, to notify them of the issuance of the Notice of Loss, at the following telephone numbers:

If to the Mint:	If to the Sponsor:
Treasury and Risk Management Department c/o Norman Toye Tel: (613) 851-1022	Sprott Asset Management LP c/o Whitney George Telephone: 203-636-0977

17. Waiver

The failure of a party to insist upon strict adherence to any term of the Agreement on one or more occasions will not be considered a waiver or deprive the party of the right thereafter to insist upon strict adherence to that term or any other term of the Agreement.

18. Amendments

Except as specifically provided for herein, the Agreement may not be waived, altered or amended except by an instrument in writing duly executed by the Customer and the Mint.

19. Assignment

The Agreement shall be binding on the Customer and the Mint and their respective successors and permitted assigns. Neither the Customer nor the Mint shall assign or transfer its rights or obligations hereunder without the prior written consent of the other. Any such consent shall not be unduly delayed or unreasonably withheld.

20. Applicable Law and Arbitration

(a) The Agreement and all matters relating to the Agreement (whether in contract, statute, tort (including, without limitation, negligence) or otherwise), is governed by, and construed in accordance with, the laws of the Province of Ontario (without giving effect to the choice of law principles thereof).

(b) Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Commercial Arbitration Act (Canada), as amended. The number of arbitrators will be one (1). The place of arbitration will be the City of Ottawa, Ontario, Canada. The language to be used in the arbitral proceedings is English and/or French. All proceedings, submissions and awards related to any recourse hereunder shall be kept confidential to the extent permissible by law.

21. No Bribe

The Customer represents and warrants:

Page 13 of 16

(a) that no bribe, gift and/or other inducements have been paid, given, promised and/or offered to any official and/or employee of the Mint for, or with a view to, the obtaining of the Agreement by the Customer; and

(b) that it has not employed any person to solicit or secure the Agreement upon any agreement for a commission, percentage, brokerage and/or contingent fee.

22. Members of the House of Commons

No Member of the House of Commons shall be admitted to any share or part of the Agreement or to any benefit to arise therefrom.

23. Confidentiality

(a) Subject to the exceptions set out below, the receiving party shall keep confidential the disclosing party’s Confidential Information and shall not use any of the disclosing party’s Confidential Information except for the purposes contemplated in the Agreement.

(b) The receiving party shall disclose the Confidential Information only to those of its own employees, agents or consultants who require the Confidential Information for the purpose of the Agreement. Prior to disclosure of the Confidential Information to its own employees, agents or consultants, the receiving party shall issue, or shall have issued, appropriate instructions to satisfy its obligations under the Agreement. Any agents or consultants to whom the disclosing party’s Confidential Information is to be disclosed shall be first bound, by agreement in writing, to observe terms of confidentiality which are at least as stringent as those set out in the Agreement.

(c) Confidential Information shall be maintained by the receiving party in the same manner as the receiving party keeps its own Confidential Information of a similar nature and, in any event, the Confidential Information shall be kept in accordance with reasonable and prudent standards.

(d) The receiving party shall not be liable for disclosure of the Confidential Information where disclosure is made in either of the following cases:

(i) the Confidential Information had already entered the public domain other than through a breach of the Agreement;

(ii) prior to disclosure, the Confidential Information was lawfully obtained by the receiving party from a third party or parties without restriction on disclosure and without a breach of the Agreement;

(iii) the Confidential Information was known to the receiving party without restriction on disclosure prior to its initial disclosure by the other;

(iv) the Confidential Information is independently developed by the receiving party; or

(v) the disclosure is required by law and/or pursuant to an order of a court, administrative tribunal, or other body having the power to compel the production of Confidential Information, or pursuant to a government directive or policy. Such disclosure shall be made only to the extent so ordered and, where permitted by law, the receiving party shall notify the disclosing party of such disclosure.

(e) The Mint is subject to the Access to Information Act (Canada) and is required thereunder to respond within statutory deadlines to any access to information request. In so doing, the Mint

Page 14 of 16

will manage any disclosure of records it deems responsive in its control in accordance with the Access to Information Act and will redact commercially sensitive third-party information as permitted by law. The Mint is subject to the Privacy Act (Canada), which is the Canadian federal public sector privacy legislation regarding the collection, use, disclosure and protection of personal information. The Privacy Act requires that the Mint only use personal information for the purposes for which it is collected. The Mint will comply with the applicable requirements of the Privacy Act and will not share personal information collected through its due diligence activities with any third party, including but not to limited to, the Sponsor and the Trustee.

24. Survival

The parties’ respective accrued rights and obligations, as well as the provisions which by the nature of the rights or obligations might reasonably be expected to survive, will survive the termination of the Agreement, in addition to any other provisions which survive by operation of law.

25. Investment Advice

It is understood and agreed that, as part of its services under the Agreement, the Mint has not undertaken a duty to supervise the Customer’s investment in, or to make any recommendation to the Customer with respect to, the purchase, sale and/or other disposition of any ESG Approved Gold or the balance of ESG Approved Gold the Customer maintains in inventory.

26. Reserved.

27. Entire Agreement

This Agreement, the Gold Trading and Custody Agreement and the Letter Agreement (collectively, the “Agreements”) constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersede all previous negotiations and documents in relation thereto. There are no warranties, conditions, and/or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in the Agreements. No reliance is placed on any warranty, representation, opinion, advice and/or assertion of fact made either prior to or contemporaneous with the entering into the Agreements by any party to the Agreement to any other party to the Agreements, except to the extent that the same has been reduced to writing and included as a term of the Agreements, and none of the parties to the Agreements has been induced to enter into the Agreements by reason of any such warranty, representation, opinion, advice and/or assertion of fact. Accordingly, there is no liability, either in tort and/or in contract, assessed in relation to any such warranty, representation, opinion, advice and/or assertion of fact, except to the extent contemplated in the Agreements.

28. Counterparts

The Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of the Agreement is as effective as delivery of an originally executed counterpart of the Agreement. Each party agrees that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures

Page 15 of 16

IN WITNESS WHEREOF, each of the parties hereto has caused the Agreement to be executed on its behalf by its duly authorized representative(s) as of the date and year first written above.

ROYAL CANADIAN MINT	SPROTT ASSET MANAGEMENT LP, by its general partner, SPROTT ASSET MANAGEMENT GP INC.
/s/ Tom Froggatt	/s/ W. Whitney George
Tom Froggatt	Name: W. Whitney George
Chief Commercial Officer	Title:   Director

/s/ Lenard Cheung

Lenard Cheung

Acting Vice-President Finance and

Administration & CFO

SPROTT ESG GOLD ETF, by SPROTT ASSET MANAGEMENT LP, in its capacity as the sponsor

/s/ W. Whitney George

Name: W. Whitney George

Title:   Director

Page 16 of 16

EX-10.2

Exhibit 10.2

Trading and Unallocated Gold Custody Agreement entered into as of the 10^th day of June, 2022.

BETWEEN:	ROYAL CANADIAN MINT, Ottawa, Ontario, Canada, a Crown corporation established by the Royal Canadian Mint Act (Canada)
	(hereinafter referred to as the “Mint”)
AND:	SPROTT ESG GOLD ETF (the “Trust” or the “Customer”) and SPROTT ASSET MANAGEMENT LP, a limited partnership formed under the laws of the Province of Ontario, Canada, pursuant to the Limited Partnerships Act (Ontario) by declaration dated September 17, 2008, the sponsor of the Trust (the “Sponsor”), with offices in the United States and Canada

WHEREAS the Trust is an exchange-traded fund formed tinder the laws of the State of Delaware on February 10, 2021, operating pursuant to the Amended and Restated Trust Agreement between the Sponsor, Delaware Trust Company, the trustee of the Trust, and the Trust dated June 2, 2022.

WHEREAS the Customer wishes for a Pool Account (as defined herein) to be established in the Trust’s name with the Mint for the purposes of trading Fine Gold (as defined herein) and to have the Mint hold Fine Gold in custody until a Physical Withdrawal (as defined herein) or a Transfer of Credits (as defined herein).

WHEREAS the Mint has agreed to establish such a Pool Account upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, the parties hereto agree as follows:

1. DEFINITIONS

1.1 In the Agreement and the schedules attached hereto, the following terms and expressions have the following meanings:

(a) “Agreement” means this agreement and any document referred to in this agreement as forming part of this agreement, including, but not limited to, the schedules attached hereto,

(b) “Agreements” has the meaning ascribed thereto in sub-clause 25.1.

(c) “Allocated Gold Storage and Custody Agreement” has the meaning ascribed thereto in sub-clause 3.2(iv).

(d) “Authorized Participant” and “Authorized Participants” have the meanings ascribed thereto in the Form S-1 registration statement filed with the Securities and

Page 1 of 28

Exchange Commission by the Trust on June 1, 2022, and, for the purposes of the Agreement, who have entered into a trading agreement with the Mint.

(e) “Authorized Representatives” has the meaning ascribed thereto in sub-clause 3.4.

(f) “Business Day” means any Monday to Friday inclusively, excluding holidays observed by the Mint.

(g) “Confidential Information” means all information received by a party to the Agreement (the receiving party) from another party to the Agreement (the disclosing party) during the course of the Agreement, whether disclosed in written, oral or visual form, which is identified by the disclosing party as confidential at the time of disclosure or that a reasonable person would consider, from the nature of the information or circumstances of disclosure, as being confidential. Confidential Information includes, but is not limited to, information relating to the respective parties’ research, developments, technology, know-how, pricing, finances, marketing and business plans and customer lists.

(h) “Deposit Receipt” means the document that states the Ounces credited to the Trust’s Pool Account following a Direct Deposit and the applicable charges in relation thereto.

(i) “Direct Deposit” means a physical deposit of Fine Gold at the Mint’s Facility in either of the following forms or any combination thereof: London Good Delivery 400-Ounce bars, kilo bars manufactured by a London Good Delivery refiner or mint, or Royal Canadian Mint Gold Maple Leaf coins.

(j) “Direct Deposit Request Form” means the form attached hereto as Schedule A to be submitted by the Sponsor to the Mint by email in order to request a Direct Deposit.

(k) “ESG” has the meaning ascribed thereto in sub-clause 4.23.

(l) “ESG Approved Gold” has the meaning ascribed thereto in sub-clause 4.23.

(m) “ESG Approved Mining Company” has the meaning ascribed thereto in sub-clause 4.23.

(n) “ESG Criteria” has the meaning ascribed thereto in sub-clause 4.23.

(o) “Facilitated Unallocated Deposit Request Form” means the form attached hereto as Schedule B to be submitted by the Sponsor to the Mint by e-mail in order to request a facilitated deposit of Fine Gold credits in its Pool Account originating from an Authorized Participant’s Loco London Account.

(p) “Facilitated Unallocated Transfer Request Form” means the form attached hereto as Schedule D to be submitted by the Sponsor to the Mint by e-mail in order to request a facilitated transfer of Fine Gold credits from its Pool Account to an Authorized Participant’s Loco London Account.

(q) “Fine Gold” means gold containing 9,950 or more parts of gold per 10,000 parts.

(r) “Force Majeure” means circumstances or causes beyond the Mint’s reasonable

Page 2 of 28

control, including, without limitation, acts or omissions or the failure to cooperate of the Sponsor, the Trust and/or of third parties (including, without limitation, entities and/or individuals under their respective control, and/or their respective officers, directors, employees and/or other personnel and agents), fire or other casualty, epidemic, pandemic, act of God, strike, lockout or other labour disturbance, riot, war or other violence, or any law, order or requirement of any governmental agency or authority.

(s) “Improperly Packed Pallet” means Fine Gold that is not securely or safely packed on a well-constructed sturdy wood pallet.

(t) “LBMA” means London Bullion Market Association.

(u) “Letter Agreement” has the meaning ascribed thereto in sub-clause 6.1.

(v) “Loco London Account” means an account with a London Precious Metals Clearing Limited clearing bank.

(w) “London Good Delivery” means gold bars that meet the standard measure of quality in gold bullion as set forth by the LBMA.

(x) “Mint’s Facility” means the Mint’s facility located at 320 Sussex Drive, Ottawa, Ontario, Canada, K 1 A 0G8.

(y) “Mint’s Responsible Sourcing Requirements” has the meeting ascribed thereto in sub-clause 4.23.

(z) “Notice of Discrepancy” means a written notice given by the Mint to the Sponsor pursuant to sub-clause 4.20 informing the Sponsor of a discrepancy between (i) the results of its weighing, count and/or verification made pursuant to sub-clause 4.18; and (ii) the information stated in the relevant Direct Deposit Request Form.

(aa) “Notice of Loss” means, as applicable: (i) a written notice given by the Mint in accordance with sub-clause 8.5 informing the Sponsor of the discovery of loss, theft and/or destruction of Fine Gold, and specifying the date on which such loss, theft and/or destruction was discovered; or (ii) a written notice given by the Sponsor in accordance with sub-clause 8.5 informing the Mint of a discrepancy in the quantity of Fine Gold credits stated in monthly statement of account.

(bb) “Ounce” means troy ounce.

(cc) “Physical Withdrawal” means a physical withdrawal of Fine Gold in the form of ESG Approved Gold in furtherance to a Withdrawal Request Form submitted to the Mint in accordance with clause 4 for the purpose of being stored by the Mint on an allocated basis pursuant to the Allocated Gold Storage and Custody Agreement.

(dd) “Pool Account” means the account recording the amount, in Ounces, of Fine Gold calculated to three decimal places held by the Mint on behalf of the Trust on an unallocated basis.

Page 3 of 28

(ee) “Receipt of Deposit” means the document issued by the Mint to the Sponsor confirming the count, gross weight in troy ounces, assay characteristics and bar numbers of the 400-Ounce London Good Delivery bars of ESG Approved Gold produced by the Mint in furtherance to a Withdrawal Request Form and deposited at the Mint’s Facility in accordance with the terms of the Allocated Gold Storage and Custody Agreement.

(ff) “Returning Instructions” means written instructions provided by the Sponsor to the Mint informing the Mint of the carrier or representative to whom the Mint is to give Fine Gold for return, the Business Day on which the Fine Gold is to be given to said carrier or representative, said carrier’s or representative’s vehicle model and registration number and any other details which may be requested by the Mint in relation thereto.

(gg) “Sponsor” has the meaning ascribed thereto in the recitals hereof.

(hh) “Transfer Confirmation” means the document that states the amount of Fine Gold credits transferred to the Trust’s Pool Account from a third party’s pool account also held at the Mint.

(ii) “Transfer of Credits” means: (i) a transfer of Fine Gold credits facilitated by the Mint from the Trust’s Pool Account pursuant to a Facilitated Unallocated Transfer Request Form submitted to the Mint in accordance with clause 4 to an Authorized Participant’s Loco London Account; or (ii) a transfer of Fine Gold credits from the Trust’s Pool Account to the pool account of a third party held at the Mint.

(jj) “Transfer Request Form” means the form attached hereto as Schedule C to be submitted by the Sponsor to the Mint by e-mail in order to request a Transfer of Credits.

(kk) “Transportation Costs” means any and all costs and expenses related to the transportation of Fine Gold to and from the Mint’s Facility, inclusive of any applicable taxes, duties, fees and assessments and the costs in obtaining insurance in relation thereto.

(ll) “Trust” has the meaning ascribed thereto in the recitals hereof.

(mm) “Withdrawal Request Form” means the form attached hereto as Schedule E to be submitted by the Sponsor to the Mint by e-mail in order to request a Physical Withdrawal.

(nn) “Work” means the things required to be done, furnished and performed by the Mint in order to carry out the terms of the Agreement.

INTERPRETATION

1.2 In the Agreement, words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine gender and the neuter and vice versa.

1.3 The division of the Agreement into sections and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of

Page 4 of 28

the Agreement.

1.4 Unless otherwise specified, any reference to currency is to United States currency and any amount advanced, paid or calculated is to be advanced, paid or calculated in United States currency.

1.5 The terms “herein”, “hereby”, and “hereunder”, when used in any clause shall, unless the contrary is apparent from the context, be understood to relate to the Agreement as a whole, and not merely to the clause in which they appear.

1.6 The following attached schedules form part of the Agreement:

• Schedule A: Direct Deposit Request Form;

• Schedule B: Facilitated Unallocated Deposit Request Form;

• Schedule C: Transfer Request Form;

• Schedule D: Facilitated Unallocated Transfer Request Form; and

• Schedule E: Withdrawal Request Form.

1.7 References herein to actions to be performed by the Sponsor shall be deemed to refer to the Sponsor acting on behalf of the Trust, unless the context otherwise requires.

2. TERM OF AGREEMENT

2.1 The Agreement is effective as of the date first mentioned above and will continue until terminated pursuant to either clause 11 or 12, as applicable.

3. POOL ACCOUNT & AUTHORITY TO TRANSACT

3.1 The Mint shall establish a Fine Gold Pool Account in the Trust’s name for the purposes of the Agreement.

3.2 The Trust’s Pool Account will be credited following either:

(i) Direct Deposits;

(ii) Transfers of credits to the Trust’s Pool Account from pool accounts of third parties at the Mint;

(iii) Transfers of Fine Gold credits to the Trust’s Pool Account facilitated by the Mint originating from Loco London Accounts of Authorized Participants. In such a case, the Sponsor would provide the Mint with a Facilitated Unallocated Deposit Request Form signed by an Authorized Representative specifying the identity of the Authorized Participant who will be transferring Fine Gold credits to the Mint’s Loco London Account for the Trust’s benefit, the amount of Fine Gold credits to be transferred and the day on which the Fine Gold credits are to be transferred to the Mint’s Loco London Account. When the Mint accepts to facilitate such transfers and the Fine Gold credits are received by the Mint in its Loco London Account by 4:00 p.m. London time, the Mint would credit the Trust’s Pool Account with the same amount of Fine Gold credits on the same Business Day; if the Fine Gold credits are received by the Mint in its Loco

Page 5 of 28

London Account after 4:00 p.m. London time, the Mint would credit the Trust’s Pool Account on the next Business Day. Property in the Fine Gold credits received by the Mint from Authorized Participants in its Loco London Account will vest with the Mint from the time the Trust’s Pool Account is credited by the Mint with an equivalent amount of Fine Gold credits. If, following the receipt of a Facilitated Unallocated Deposit Request Form, the Mint determines that it is not practicable to facilitate the transfer of the Fine Gold credits identified therein, the Mint will notify the Sponsor of such on the same Business Day it received the Facilitated Unallocated Deposit Request Form if the said form was received by no later than 4:00 p.m. Ottawa time, or, if received after 4:00 p.m. Ottawa time, on the following Business Day; in such a case, the Sponsor shall make alternative arrangements with the Authorized Participant.

(iv) Exchanges of ESG Approved Gold held by the Mint on an allocated basis pursuant to the allocated gold storage and custody agreement dated June 10, 2022, bearing number LS2021-065 entered into between the Trust, the Sponsor and the Mint (the “Allocated Gold Storage and Custody Agreement”) for Fine Gold credits to be held by the Mint on an unallocated basis pursuant to the terms of this agreement.

3.3 The Fine Gold underlying the credits in the Trust’s Pool Account will be stored by the Mint on an unallocated basis, such that the Fine Gold will be used by the Mint within its general refinery and production operations and will not be held separately from the other Fine Gold held by the Mint on an unallocated basis. From time to time, such unallocated Fine Gold may be in the possession of third-party service providers engaged by the Mint to perform refining and other services. For the purposes of the Agreement, any such Fine Gold shall be deemed to be in the custodial care of the Mint, and, for greater certainty, shall be subject in all respects to the provisions of the Agreement.

3.4 The Sponsor shall provide the Mint with the names and signatures of the authorized representatives who are empowered to transact in and manage the Pool Account on behalf of the Trust (collectively the “Authorized Representatives”). The Sponsor shall ensure that the list of the Authorized Representatives is kept up to date. Without prejudice to the foregoing, the Mint may, from time to time, request from the Sponsor confirmation of the list of Authorized Representatives and their respective signatures. Alternatively, the Mint and the Sponsor may establish, by mutual agreement in writing, different control mechanisms to establish authority for Pool Account transactions. In any event, it is agreed that the Mint is not liable for any transaction in the Trust’s Pool Account fraudulently executed in the name of an Authorized Representative.

3.5 The Mint agrees to exercise the same degree of care and diligence in safeguarding the Fine Gold in the Pool Account as any reasonably prudent person acting as a custodian would exercise in the same circumstance or at least the same degree of care as it exercises with respect to its own property of a similar kind, if this is a higher degree of care.

Page 6 of 28

4. TRANSFERS OF CREDITS, DIRECT DEPOSITS & PHYSICAL WITHDRAWALS

TRANSFERS OF CREDITS

4.1 From time to time, the Sponsor may wish to transfer Fine Gold credits from the Trust’s Pool Account to an Authorized Participant’s Loco London Account. In such a case, the Sponsor will provide the Mint with a Facilitated Unallocated Transfer Request Form signed by an Authorized Representative and the Mint will either:

(i) If practicable (as determined by the Mint), the Mint will transfer an amount of Fine Gold credits from its Loco London Account equal to the number of credits identified in the applicable Facilitated Unallocated Transfer Request Form to an Authorized Participant’s Loco London Account within two (2) Business Days following the receipt of the Facilitated Unallocated Transfer Request Form. In such a case, the Mint will debit an equal amount of Fine Gold credits from the Trust’s Pool Account; property in the Fine Gold credits debited from the Trust’s Pool Account will vest with the Mint from the time the Authorized Participant’s Loco London Account is credited by the Mint. For a service fee set forth in the Letter Agreement, the Mint will maintain an amount of Fine Gold credits in its Loco London Account available for use for the purpose of facilitating transfers of Fine Gold credits from the Trust’s Pool Account to an Authorized Participant’s Loco London Account in furtherance to this clause 4.1(i); the said amount of Fine Gold credits to be maintained by the Mint will fluctuate over time and will be equal to the total amount of Fine Gold credits received by the Mint in its Loco London Account from Authorized Participants’ Loco London Accounts in furtherance to sub-clause 3.2(iii), less (a) the total amount of Fine Gold credits debited from Trust’s Pool Account for Physical Withdrawals pursuant to sub-clause 4.22; and (b) the total amount of Fine Gold credits transferred to Authorized Participants’ Loco London Accounts in furtherance to sub-clause 4.1(i) and 4.1(ii).

(ii) If the Mint determines that the transaction outlined in sub-clause 4.1(i) is not practicable, the Mint will notify the Sponsor of such on the same Business Day it received the Facilitated Unallocated Transfer Request Form if the said form was received by no later than 4:00 p.m. Ottawa time, or, if received after 4:00 p.m. Ottawa time, on the following Business Day, and the Sponsor shall arrange for an amount of Fine Gold credits equal to the number of credits identified in the applicable facilitated Unallocated Transfer Request Form to be credited to the Mint’s Loco London Account by a third party holding an unallocated pool account with the Mint and shall forthwith provide the Mint with the identity of said third party. Within one (1) Business Day from the receipt by the Mint of the Fine Gold credits in its Loco London Account, the Mint will transfer the credits to the Authorized Participant’s designated Loco London Account.

4.2 Within approximately one (1) Business Day from the receipt by the Mint of a duly filled out Transfer Request Form signed by an Authorized Representative, the Mint will transfer the specified number of credits from the Trust’s Pool Account to the pool account of a third party held at the Mint in accordance with said Transfer Request Form.

4.3 When a transfer request is received from a third party to perform a transfer of credits from said third party’s pool account held at the Mint to the Trust’s Pool Account, a

Page 7 of 28

Transfer Confirmation will be provided to the Sponsor by e-mail on the same Business Day the transfer of credits is executed.

4.4 The Mint will only execute Transfers of Credits and/or Physical Withdrawals where the Trust has sufficient credits in its Pool Account.

DIRECT DEPOSITS

4.5 In order to make Direct Deposits, the Sponsor shall, for each Direct Deposit, submit to the Mint a duly filled out Direct Deposit Request Form signed by an Authorized Representative.

4.6 Direct Deposit Request Forms shall be submitted to the Mint at least two (2) Business Days prior to the Business Day the Sponsor wishes the Fine Gold to be delivered to the Mint’s Facility. Within approximately one (1) Business Day following receipt of said form, the Mint shall inform the Sponsor of an acceptable date for the delivery of the Fine Gold at the Mint’s Facility. The Mint reserves the right to suggest an alternative delivery date or to refuse receipt of Fine Gold in the event of storage capacity limitations.

4.7 The Sponsor agrees that it shall never conceal or misrepresent any material fact or circumstance concerning the Fine Gold delivered to the Mint.

4.8 If Fine Gold arrives at the Mint’s Facility without a corresponding Direct Deposit Request Form having been submitted in accordance with this clause 4 or if the Fine Gold arrives on a different Business Day than the one confirmed by the Mint in accordance with sub-clause 4.6, the Mint may, at its discretion, refuse to accept delivery of such Fine Gold or any portion thereof. In such case, the Sponsor shall forthwith arrange for the return of such Fine Gold and shall provide Returning Instructions to the Mint. Pending the taking into possession of the Fine Gold by the Customer, the Mint may take any action it considers appropriate for handling said Fine Gold and, upon demand, the Customer shall pay to the Mint any reasonable expenses incurred by the Mint in doing so.

4.9 The Sponsor shall ensure that Fine Gold delivered to the Mint’s Facility is packed in a manner that is safe and secure in accordance with industry standards. If the Fine Gold arrives at the Mint’s Facility on Improperly Packed Pallets, the Sponsor will be notified by the Mint that it considers the state of the packing to pose a potential safety hazard.

4.10 Any container shipped to the Mint’s Facility must not exceed 90 pounds and must be in good condition. Pallets and strapping must be intact with the total weight of the respective pallets plus contents not exceeding 2,000 pounds. The containers must be packaged in a manner such that shipment is safe to handle, preferably using tamper-proof packaging and seals where possible. Each container will be clearly labelled with the Trust’s name and account number.

4.11 In the event Fine Gold is not packaged in a manner that conforms to the requirements specified in sub-clauses 4.9 and/or 4.10, the Customer shall pay to the Mint supplementary handling charges to be assessed by the Mint acting reasonably on a case-by-case basis.

Page 8 of 28

4.12 The Sponsor shall provide the Mint, prior to the Fine Gold being shipped to the Mint’s Facility, a material safety data sheet identifying any chemicals used to treat the shipment or container for fumigation, insecticide, moisture control purposes, and for other similar purposes.

4.13 The Customer hereby represents and warrants that any and all Fine Gold sent to the Mint shall not contain any deleterious and/or hazardous substances. Should the Customer know or suspect that the Fine Gold or any portion thereof may contain any deleterious and/or hazardous substances, the Sponsor shall notify the Mint of such in writing prior to the same being delivered to the Mint’s Facility. The Mint reserves the right to sample and test the Fine Gold for the presence of deleterious and/or hazardous substances. The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees, and agents, in respect of any damages, costs or expenses or any claim, action, suit or other proceeding, including reasonable settlement, judgment and attorney’s fees, arising out of the presence of such deleterious and/or hazardous substances.

4.14 The Mint reserves the right to reject Fine Gold which contain a deleterious and/or hazardous substance or is, or becomes, unsuitable or undesirable for handling or for metallurgical, environmental or other reasons.

4.15 In the event a Direct Deposit is rejected by the Mint pursuant to sub-clause 4.14, the Sponsor shall forthwith arrange for the return of the Fine Gold relating thereto and provide the Mint with Returning Instructions. Pending the taking into possession of the Fine Gold by the Customer, the Mint may take any action it considers appropriate for handling said Fine Gold and, upon demand, the Customer shall pay to the Mint any reasonable expenses incurred by the Mint in doing so.

4.16 The Sponsor shall enclose a packing list with any and all shipments of Fine Gold. Said packing list will include a detailed description of the contents of the shipment, identifying the count of individual items, type, gross weight in Ounces, the assay characteristics, the bar brands and the bar numbers.

4.17 Direct Deposits that arrive at the Mint’s Facility after 3 p.m. Ottawa time on a Business Day shall be deemed received on the following Business Day for the purpose of determining the approximate date for crediting the Pool Account.

4.18 Upon receiving Fine Gold at the Mint’s Facility in accordance with the terms and conditions contained herein, the Mint shall: (i) weigh the Fine Gold received in order to determine their gross weight and compare its weight results with the gross weight indicated in the applicable Direct Deposit Request Form; and (ii) when a shipment contains bars, compare the quantity of bars received and the respective bar numbers with the quantity of bars and bar numbers indicated in the applicable Direct Deposit Request Form.

4.19 In the event the results of the Mint’s weighing, count and verification made pursuant to sub-clause 4.18 correspond to the information contained in the applicable Direct Deposit Request Form, the Mint shall, within approximately one (1) Business Day after the date of receipt of the Fine Gold at the Mint’s Facility, credit the Pool Account accordingly and transmit to the Sponsor a Deposit Receipt.

Page 9 of 28

4.20 In the event the Mint discovers a discrepancy between the results of its weighing, count and verification made pursuant to sub-clause 4.18 and the information contained in the applicable Direct Deposit Request Form, the Mint shall promptly send a Notice of Discrepancy to the Sponsor. In such an event, the Mint shall suspend all activity and the Sponsor shall forthwith either: (a) issue a revised Direct Deposit Request Form to correct said discrepancy; or (b) arrange for the return of the Fine Gold and provide Returning Instructions to the Mint. Notwithstanding the foregoing, in the event that the Mint’s weighing, count and verification result in an excess of Fine Gold, the Mint reserves the right to refuse to accept such excess Fine Gold; in such case, the Sponsor shall forthwith arrange for the return of said Fine Gold and provide Returning Instructions to the Mint.

4.21 The parties expressly understand and agree that the Mint does not assume any liability as to the authenticity or assay characteristics of any Fine Gold and does not assume any liability in regards to any discrepancies identified between the weight, count, bar numbers and other items stated in the applicable Direct Deposit Request Form and the actual weight, count, bar numbers and other items verified pursuant to sub-clause 4.18 of the Fine Gold received at the Mint’s Facility.

PHYSICAL WITHDRAWALS

4.22 The Sponsor may, by submitting to the Mint a duly filled out Withdrawal Request Form signed by an Authorized Representative, make a Physical Withdrawal of Fine Gold in the form of at least forty (40) 400-Ounce London Good Delivery bars of ESG Approved Gold (as defined below) to be stored by the Mint on an allocated basis pursuant to the Allocated Gold Storage and Custody Agreement. Notwithstanding the foregoing, the first such Physical Withdrawal of Fine Gold in the form of 400-Ounce London Good Delivery bars of ESG Approved Gold to be stored by the Mint under the Allocated Gold Storage and Custody Agreement may be made for an amount of at least fifteen (15) 400-Ounce London Good Delivery bars.

4.23 “ESG Approved Gold” is gold bullion refined by the Mint originating from mining companies and mines that meet certain environmental, social and governance (“ESG”) standards established by the Sponsor (the “ESG Criteria”). The ESG Criteria is intended to be in addition to those used in the LBMA Responsible Sourcing Program, as detailed in the LBMA’s Responsible Gold Guidance, and are designed to provide investors with an enhanced level of ESG scrutiny along with disclosure of the provenance of the metal sourced. The application of the ESG Criteria involves multiple levels of analysis. Each mining company that meets the applicable criteria will be designated as an “ESG Approved Mining Company”. The Sponsor will also evaluate individual mine site locations of ESG Approved Mining Companies. All mining companies and mines identified as potential sources for ESG Approved Gold must meet the Mint’s responsible sourcing requirements (the “Mint’s Responsible Sourcing Requirements”), including verifications made by the Mint in order to assess ongoing compliance with the requirements outlined under the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, the LBMA Responsible Gold Guidance, the requirements of the Mint’s Responsible Metals Program and the Mint’s Anti-Money Laundering and Anti-Terrorist Financing Program in compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). Each mining location of that ESG Approved Mining Company that meets the ESG Criteria and the Mint’s Responsible

Page 10 of 28

Sourcing Requirements will be designated as an “ESG Approved Mine”. Only ESG Approved Mines that have entered into a refining agreement with the Mint on terms acceptable to the Mint will be permitted to supply the raw material for the production of ESG Approved Gold.

4.24 The ESG factors used for the ESG assessment of mines and miners generally will encompass the following factors:

Environmental Factors

• Energy use and greenhouse gas emissions

• Tailings and waste management

• Conservation and water management

• Mine site remediation

Social Factors

• Worker safety and health

• Community relations

• Natural resource benefit to local communities

• Child and forced labour

Governance Factors

• Corporate governance

• Workplace and gender diversity

• Fair executive compensation

• Corporate transparency and disclosures

4.25 The ESG Criteria are anticipated to evolve over time without notice at the sole discretion of the Sponsor and one or more criterion may not be relevant with respect to all sources of gold. Factors that may result in a change to the ESG Criteria may include changes to current gold mining techniques or standards, evolving legal standards, the introduction of new standards or evaluation frameworks within the mining industry or the elimination of existing standards or frameworks that in the view of the Sponsor are relevant to the ESG assessment of a mining company or mine site.

4.26 The Mint’s Responsible Sourcing Requirements are anticipated to evolve over time without notice at the sole discretion of the Mint. The Mint will also stop refining gold from ESG Approved Mines that no longer meet the Mint’s Responsible Sourcing Requirements, as determined by the Mint from time to time.

4.27 The Sponsor is responsible for any costs associated with researching, establishing and maintaining the ESG Criteria, assessing mining companies and mines against certain of the ESG Criteria and the diligence of the Trust’s ESG Approved Gold holdings, and will conduct research on each mining company using its in-house investment professionals. The Sponsor will use its judgment to reach a final determination on an ESG Approved Mine by considering a variety of objective and subjective factors. For example, the Sponsor intends to objectively analyze third party assessments (including ratings of mining companies or mining sites), sell-side research analyst reports and

Page 11 of 28

company reports. Other factors associated with the evaluation of a mining company or a mining site, including interviews with key personnel to assess whether such a mining company or mine meets the ESG Criteria, will require the subjective judgment of the Sponsor.

4.28 The Mint expects that it will be able to refine and produce ESG Approved Gold within approximately five (5) days following the receipt of a duly filled out Withdrawal Request Form signed by an Authorized Representative, subject to availability, production capacity and certain minimum size requirements specified in sub-clause 4.22 hereof. The Business Day on which the Physical Withdrawal is to occur will be confirmed to the Sponsor in writing by the Mint.

4.29 A Receipt of Deposit will be issued to the Sponsor by e-mail on the Business Day the production of all ESG Approved Gold underlying a Withdrawal Request Form is completed. The said ESG Approved Gold will be deemed to be stored under the Allocated Gold Storage Agreement as of the issuance of the applicable Receipt of Deposit.

4.30 Although ESG Approved Gold is of guaranteed weight and purity, the Mint provides no warranty with respect to the suitability thereof for any particular purpose. The Mint provides no warranty whatsoever and assumes no legal liability or responsibility with respect to the merchantability or fitness for any purpose of and/or the presence of any contaminants in ESG Approved Gold. Moreover, neither the Mint, nor any of its officers, agents, directors or employees, makes any warranty or assumes any legal liability or responsibility with respect to any impurities which may be contained in ESG Approved Gold.

TIMEFRAMES

4.31 Timeframes relating to Work to be done by the Mint under this clause 4 are estimates only. The Mint will endeavour to meet these estimates. However, the parties agree that the Mint will not be liable for any damages, costs and/or expenses which may be sustained by the Customer arising out of the Mint exceeding said estimates.

TRANSPORTATION COSTS

4.32 Except when otherwise specified in the Agreement, all Transportation Costs to and from the Mint’s Facility shall be borne by the Customer.

5. STATEMENTS; ACCESS TO RECORDS AND INSPECTION RIGHTS

5.1 The Mint will send the Sponsor an inventory statement for the Account on a daily basis.  Monthly inventory statements shall also be issued no later than seven (7) Business Days following the end of each calendar month. Daily and monthly inventory statements will include a summary of all Pool Account activity processed during the day the statement is issued or during the previous calendar month, as applicable, in addition to the Pool Account balance.

5.2 The Mint will cooperate with the Trust’s officers, properly designated representatives and independent public accountants with respect to information or confirmation and other reasonable assistance needed regarding the records of the Pool Account for the

Page 12 of 28

purpose of confirming the content of those records. In addition, the Mint understands that, in connection with the preparation of the Trust’s financial statements that will be filed from time to time with the U.S. Securities and Exchange Commission, officers of the Sponsor will be required by law or regulation to provide written assurances regarding the reliability of the internal controls used in the preparation of those financials. To the extent that the Mint’s activities or controls with respect to providing services related to the Pool Account are relevant to the information presented in the Trust’s financial statements, the Mint will reasonably cooperate with the Sponsor to enable the Sponsor to provide the required written assurances referred to above and to enable the Trust’s independent public accountants to provide any required attestation or reporting in connection with such assurances.

6. FEES AND CHARGES

6.1 The Sponsor will pay to the Mint the fees and charges as agreed pursuant to that certain letter agreement between the Sponsor and the Mint dated June 10, 2022, bearing number LS2021-067 (the “Letter Agreement”), in addition to any other fees, charges and costs to be paid pursuant to the Agreement.

7. REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

7.1 The Customer represents and warrants that:

(a) the Fine Gold sent to the Mint’s Facility for Direct Deposits does not originate from, and are not related to, any form of illegal, unlawful or criminal activity;

(b) it has legal title to, or is the duly authorized agent of the owner of, the Fine Gold sent to the Mint’s Facility for Direct Deposits, and that possession thereof is transferred to the Mint free and clear of all liens and encumbrances;

(c) no bribe, gift or other inducement has been paid, given, promised or offered to any official or employee of the Mint for, or with a view to, the obtaining of the Agreement by the Customer; and

(d) it has not employed any person to solicit or secure the Agreement upon any agreement for a commission, percentage, brokerage or contingent fee.

7.2 The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees, and agents, in respect of any damages, losses, costs or expenses or any claim, action, suit or other proceeding, including reasonable settlement, judgment and attorney’s fees, arising out of:

(a) the presence of any employee, agent, representative or contractor of the Customer at the Mint’s Facility in connection with the Agreement; and

(b) any material breach of the material representations, warranties or covenants made by the Customer under the Agreement, including, but not limited to, those contained under sub-clause 7.1.

8. RISK OF LOSS AND DESTRUCTION & COMPENSATION

8.1 The Mint shall take good care, custody and control of the Fine Gold in the Pool Account and bears the risks of loss, theft or destruction of the unallocated Fine Gold underlying the credits in the Customer’s Pool Account from the time the Fine Gold has been taken

Page 13 of 28

into the Mint’s possession and control, whether through Direct Deposits or through Transfers of Credits. Should the Mint discover a discrepancy between the results of its weighing, count and verification made pursuant to sub-clause 4.18 and the information contained in the applicable Direct Deposit Request Form, the Mint’s liability under the Agreement for the Fine Gold relating to the pertinent Direct Deposit shall be immediately adjusted to the gross weight in Ounces of such Fine Gold as determined by the Mint upon the issuance by the Mint of a Notice of Discrepancy. In no event shall the Mint be liable for Fine Gold which was not actually delivered to the Mint’s Facility or taken into the Mint’s possession and control.

8.2 The Mint’s liability in respect of any portion of Fine Gold for the purposes of the above sub-clause 8.1 will terminate upon: (i) a Transfer of Credits; (ii) at the expiration of the sixty (60) calendar days’ prior notice of termination for convenience pursuant to clause 12, whether or not the Fine Gold remains in the Mint’s custody; or (iii) thirty (30) calendar days following the termination of the Agreement for default, whether or not the Fine Gold remains in the Mint’s custody.

8.3 ESG Approved Gold produced in furtherance to a Withdrawal Request Form is subject to the terms of the Allocated Gold Storage Agreement from the time the applicable Receipt of Deposit is issued by the Mint in accordance with the terms hereof, including, without limitation, the terms thereof relating to risk of loss, limitation of liability and compensation in the event of a loss, theft or destruction.

8.4 Notwithstanding anything to the contrary in the Agreement and in addition to any other limitations of liability of the Mint provided herein and/or at law, the Mint is not liable for any damages, losses, costs and/or expenses and/or for non-performance and/or delays of service caused by or resulting from any of the following, whether suffered directly or indirectly by the Mint:

(a) either: (1) war, hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (i) by any government or sovereign power (de jure or de facto), or by any authority maintaining or using military, naval or air forces; or (ii) by military, naval or air forces; or (iii) by an agent of any such government, power, authority or forces; or (2) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence or confiscation by order of any government or public authority.

(b) either: (i) any chemical, biological, or electromagnetic weapon; (ii) the use or operation, as a means for inflicting harm, of any computer, computer system, computer software, computer software program, malicious code, computer virus or process or any other electronic system; (iii) ionising radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (v) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; or (vi) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter; the exclusion in this sub-clause (vi) does not extend to radioactive isotopes, other than nuclear

Page 14 of 28

fuel, when such isotopes are being prepared, carried, stored, or used for commercial, agricultural, medical, scientific or other similar peaceful purposes.

(c) any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear;

(d) a case of Force Majeure.

8.5 Should the Mint discover a loss, theft and/or destruction of Fine Gold that would diminish the quantity of physical, unallocated Fine Gold owned by the Customer under the Agreement (or regarding which the Customer is the duly authorized agent of the owner), the Mint shall give a Notice of Loss to the Sponsor, in the manner specified in sub-clause 13.1, within five (5) Business Days of the Mint’s discovery of any such loss, theft and/or destruction. Should the Sponsor receive a monthly statement of account in which a discrepancy in the quantity of Fine Gold credits first appears, the Sponsor shall give the Mint, in the manner specified in sub-clause 13.2, a Notice of Loss regarding such a discrepancy no later than sixty (60) calendar days following reception of the said monthly statement of account. In the event that a Notice of Loss is given by either party in accordance with the above, the Sponsor shall forthwith provide the Mint with an affirmative written statement, subscribed and sworn to by a duly authorized officer or employee of the Customer, detailing the Fine Gold lost, stolen or destroyed and substantiated by the books, records and accounts of the Customer. Should the Sponsor either (i) fail to give a Notice of Loss within the period stated herein; or (ii) fail to bring an action, suit and/or proceeding within twelve (12) months from the receipt of a monthly statement of account in which a discrepancy in the quantity of Fine Gold credits first appears, all claims with respect to the Fine Gold credits not appearing on the monthly statement of account shall be deemed to have been waived, and no action, suit and/or other proceeding in relation thereto shall be brought against the Mint.

8.6 Conditional upon the Sponsor giving the Mint a Notice of Loss in accordance with sub-clause 8.5 where the Sponsor discovers a discrepancy in the quantity of Fine Gold credits stated in the monthly statement of account, in the event of loss, theft and/or destruction of Fine Gold where the Mint bears the risks of loss or destruction in accordance with the Agreement, the Mint shall, at its discretion, either:

(i) as soon as practicable, replace the quantity of lost, stolen and/or destroyed Fine Gold;

(ii) as soon as practicable, compensate the Trust via the Sponsor for the monetary value of the lost, stolen and/or destroyed Fine Gold using the p.m. price of gold expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish gold prices, any other gold spot rate selected by the Mint acting reasonably), on the first (1^st) trading day following the discovery of the said loss, theft and/or destruction by the Mint, if first discovered by the Mint, or, if first discovered by the Customer, on the first (l^st) trading day following the date the relevant Notice of Loss was given to the Mint; or

Page 15 of 28

(iii) as soon as practicable, replace a portion of the lost, stolen and/or destroyed Fine Gold and compensate the Trust via the Sponsor for the monetary value of the remaining portion of lost, stolen or destroyed Fine Gold using the p.m. price of gold expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish gold prices, any other gold spot rate selected by the Mint acting reasonably), on the first (1^st) trading day following the discovery by the Mint of said loss, theft and/or destruction, if first discovered by the Mint, or, if first discovered by the Customer, on the first (1^st) trading day following the date the relevant Notice of Loss was given to the Mint.

8.7 Except as otherwise specifically provided under the Agreement, neither party shall be liable for special, incidental, consequential, indirect and/or punitive losses and/or damages (including lost profits and/or lost savings), whether or not they had knowledge that such losses and/or damages might be incurred.

8.8 Upon the Mint replacing and/or compensating the Trust for a loss and/or destruction of Fine Gold as provided in this clause 8, the Customer hereby agrees to and does hereby assign to the Mint all of its rights, title and interests in the lost and/or destroyed Fine Gold and in the Customer’s rights of recovery against third parties in relation to the said lost and/or destroyed Fine Gold, and agrees to execute any documents necessary to perfect such assignment upon request by the Mint or the Mint’s insurers.

9. CONFIDENTIALITY

9.1 Subject to the exceptions set out below, the receiving party shall keep confidential the disclosing party’s Confidential Information and shall not use any of the disclosing party’s Confidential Information except for the purposes contemplated in the Agreement.

9.2 The receiving party shall disclose the Confidential Information only to those of its own employees, agents or consultants who require the Confidential Information for the purpose of the Agreement. Prior to disclosure of the Confidential Information to its own employees, agents or consultants, the receiving party shall issue, or shall have issued, appropriate instructions to satisfy its obligations under the Agreement. Any agents or consultants to whom the disclosing party’s Confidential Information is to be disclosed shall be first bound, by agreement in writing, to observe terms of confidentiality which are at least as stringent as those set out in the Agreement.

9.3 Confidential Information shall be maintained by the receiving party in the same manner as the receiving party keeps its own Confidential Information of a similar nature and, in any event, the Confidential Information shall be kept in accordance with reasonable and prudent standards.

9.4 The receiving party shall not be liable for disclosure of the Confidential Information where disclosure is made in either of the following cases:

(a) the Confidential Information had already entered the public domain other than through a breach of the Agreement;

(b) prior to disclosure, the Confidential Information was lawfully obtained by the receiving party from a third party or parties without restriction on disclosure and

Page 16 of 28

without a breach of the Agreement;

(c) the Confidential Information was known to the receiving party without restriction on disclosure prior to its initial disclosure by the other;

(d) the Confidential Information is independently developed by the receiving party; or

(e) the disclosure is required by law and/or pursuant to an order of a court, administrative tribunal, regulatory authority or other body having the power to compel the production of Confidential Information, or pursuant to a government directive or policy. Such disclosure shall be made only to the extent so ordered.

9.5 The Mint is subject to the Access to Information Act (Canada) and is required thereunder to respond within statutory deadlines to any access to information request. In so doing, the Mint will manage any disclosure of records it deems responsive in its control in accordance with the Access to Information Act and will redact commercially sensitive third-party information as permitted by law. The Mint is subject to the Privacy Act (Canada), which is the Canadian federal public sector privacy legislation regarding the collection, use, disclosure and protection of personal information. The Privacy Act requires that the Mint only use personal information for the purposes for which it is collected. The Mint will comply with the applicable requirements of the Privacy Act and will not share personal information collected through its due diligence activities with any third party, including but not to limited to, the Sponsor and the Trust.

10. MAINTAINING POOL ACCOUNT ACTIVE

10.1 The Mint reserves the right to deem the Pool Account as inactive if there exists no account activity within eighteen (18) consecutive months.

10.2 Where the Pool Account has been deemed inactive in accordance with sub-clause 10.1, the Mint may, at its discretion, deactivate said Pool Account following sixty (60) calendar days’ prior written notice to the Sponsor.

10.3 The Mint may also, at its discretion, deactivate the Pool Account by giving the Sponsor a written notice to that effect upon or following the termination of the Agreement in accordance with clause 11 or 12, as applicable.

10.4 If, upon the Pool Account being deactivated, there exists a positive balance therein, the Sponsor shall forthwith either: (a) make a Physical Withdrawal of the remaining credits; and/or (b) make a Transfer of Credits of the remaining credits.

10.5 Where the Customer opts to make a Physical Withdrawal of the positive balance and/or a Transfer of Credits, said transactions will be subject to all applicable standard processing fees and charges (including, without limitation, Transfer of Credits charges, fabrication fees, handling fees).

10.6 In the case described in sub-clause 10.4, the Mint may also, at the Mint’s sole discretion, make an offer in writing to the Sponsor to purchase the remaining Pool Account credits at a price based on the p.m. price of gold expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish gold prices, any other gold spot rate as selected by the Mint acting reasonably), on the Business Day the Mint gives the offer to the Sponsor, subject to any required pricing adjustments (e.g. trading spread relative

Page 17 of 28

to the p.m. price).

10.7 Where the Mint makes an offer to the Sponsor pursuant to sub-clause 10.6, the Sponsor shall have two (2) Business Days to notify the Mint in writing of the acceptance or rejection of the offer. If the Sponsor does not accept the offer within two (2) Business Days, the offer is deemed rejected. In the case where the Sponsor expressly rejects the offer or the offer is deemed rejected, the Sponsor shall forthwith pursue options (a) and/or (b) under sub-clause 10.4. If the Sponsor accepts the offer, the Mint will make a payment to the Sponsor within three (3) Business Days from the Mint’s receipt of the notice of acceptance of the offer, at which time the credits will be transferred to the Mint and the underlying Fine Gold will become the Mint’s property.

10.8 Where there is a positive balance in the Pool Account being deactivated and the Sponsor fails to either make a Physical Withdrawal and/or make a Transfer of Credits of the remaining credits within five (5) years from the date the Pool Account has been deactivated, the Pool Account will be deemed to be abandoned, and will be closed. Any credits in the Pool Account will be removed and held by the Mint in reserve for a further five (5) years. Said credits may still be claimed by the Sponsor during this 5-year period, after which time the credits and the underlying Fine Gold will be forfeited and paid to the Mint.

10.9 If, upon deactivation, there exists a negative balance in the Pool Account, the Customer shall, without delay, either: (a) make a Direct Deposit equal to the quantity of the Fine Gold required to offset the outstanding negative balance in accordance with the terms and conditions of clause 4; or (b) purchase unallocated Fine Gold credits from an existing Mint customer who maintains an active pool account with the Mint in the amount required to offset the outstanding negative balance and provide the existing Mint customer with instructions to transfer said credits to the Mint.

11. TERMINATION FOR DEFAULT

11.1 Where: (i) the Sponsor and/or the Trust is in default in carrying out any of its obligations under the Agreement and fails to correct said default within ten (10) Business Days following a written notice sent by the Mint to the Sponsor and the Trust informing them of the default; (ii) the Sponsor and/or the Trust is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Sponsor and/or the Trust or of their property is appointed, or an application for any of the foregoing is filed; or (iii) the Sponsor and/or the Trust is in material breach of any material representation or warranty contained herein, the Mint may, upon giving written notice to the Sponsor and the Trust, terminate the Agreement.

11.2 Where: (i) the Mint is in default in carrying out any of its obligations under the Agreement and fails to correct said default within ten (10) Business Days following a written notice sent by the Sponsor to the Mint informing the latter of the default; (ii) the Mint is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Mint or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Mint is in material breach of any material representation or warranty contained herein, the Sponsor may, upon giving written notice to the Mint, terminate the Agreement.

11.3 In the event the Mint is in possession of a Direct Deposit which has not been credited

Page 18 of 28

to the Pool Account prior to giving the written notice of termination pursuant to clause 11.1 or 11.2, as applicable, the Sponsor shall, upon receipt of the said written notice, arrange for the return of the Fine Gold relating to such Direct Deposit and provide the Mint with Returning Instructions.

11.4 In case of termination by the Mint pursuant to the present clause, (i) the Customer shall be liable towards the Mint for all losses and damages which may be suffered by the Mint by reason of the default or occurrence upon which the termination was based.

12. TERMINATION FOR CONVENIENCE

12.1 Notwithstanding anything contained herein, either party to the Agreement may, at its sole discretion, terminate the Agreement by giving the other party sixty (60) calendar days’ written notice to that effect.

12.2 In the event the Mint is in possession of a Direct Deposit which has not been credited to the Pool Account prior to the giving of the written notice of termination pursuant to sub-clause 12.1, the Sponsor shall, upon receipt of the said written notice, arrange for the return of the Fine Gold relating to such Direct Deposit and provide the Mint with Returning Instructions. The Mint shall reimburse the Sponsor for all reasonable and duly substantiated Transportation Costs in relation thereto where such notice of termination is given by the Mint.

12.3 In the event of termination under the present clause, the Customer will have no claim for compensation except as otherwise specified in the Agreement and will have no claim for damages or loss of profit as a result of the termination.

13. NOTICES

13.1 Except as provided under sub-clause 13.2, any notice given under the Agreement will be in writing, and will be delivered by messenger, by prepaid registered mail or by email to the following addresses:

If to the Mint: If to the Sponsor:

Royal Canadian Mint Sprott Asset Management LP

320 Sussex Drive 320 Post Road, Suite 230

Ottawa, Ontario, Canada K1A 0G8 Darien, Connecticut 06820

c/o Lorne Whitmore Attention: Whitney George

Managing Director, Sales Email: wgeorge@sprottusa.com

 B2B — Bullion & Numismatic

 Email: whitmore@mint.ca

 If to the Trust:

Sprott ESG Gold ETF

c/o Sprott Asset Management LP

320 Post Road, Suite 230

Darien, Connecticut 06820

Attention: Whitney George

Page 19 of 28

Email: wgeorge@sprottusa.com

13.2 Notwithstanding sub-clause 13.1, a Notice of Loss given by the Sponsor to the Mint pursuant to sub-clause 8.5 will be in writing and will be delivered by email to the following address:

Royal Canadian Mint

c/o Norman Toye

Treasury and Risk Management Department

Email: mintriskmgt@mint.ca

13.3 A party may change its address by informing the other party of the new address in writing.

13.4 A notice shall be deemed to have been given: (i) when received, if delivered by messenger; (ii) upon electronic confirmation of delivery, if delivered or transmitted by email (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next Business Day); or (iii) on the fourth (4^th) Business Day following the date of mailing, if sent by prepaid registered mail; provided, however, that if at the time of mailing or within four (4) Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice hereunder shall be delivered or transmitted by means of email.

13.5 Any party sending a Notice of Loss shall also endeavour to call the receiving party on the day the Notice of Loss is issued, to notify them of the issuance of the Notice of Loss, at the following telephone numbers:

If to the Mint: If to the Sponsor:

Royal Canadian Mint Sprott Asset Management LP

Treasury and Risk Management c/o Whitney George

Department Telephone: 203-636-0977

c/o Norman Toye

Telephone: 613-851-1022

14. SURVIVAL OF CLAUSES

14.1 All the parties’ obligations of confidentiality, indemnification, representations and warranties set out in the Agreement, the provisions relating to the maintaining of active Pool Account, the provisions relating to payment of charges, taxes and other amounts, as well as the provisions which, by the nature of the rights or obligations might reasonably be expected to survive, will survive the termination of the Agreement, in addition to any other provisions which survive by operation of law.

15. AMENDMENTS

15.1 Except as specifically provided for herein, the Agreement may not be waived, altered or amended except by an instrument in writing duly executed by the Customer and the Mint.

Page 20 of 28

16. ASSIGNMENT

16.1 The Agreement shall be binding on the Customer and the Mint and their respective successors and permitted assigns. Neither the Customer nor the Mint shall assign or transfer its rights or obligations hereunder without the prior written consent of the other party. Any such consent shall not be unreasonably delayed and/or withheld.

17. SEVERABILITY

17.1 If any provision of the Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision and all other provisions hereof shall continue in full force and effect.

18. WAIVER

18.1 The failure of a party to insist upon strict adherence to any term of the Agreement on one or more occasions will not be considered a waiver or deprive the party of the right thereafter to insist upon strict adherence to that term or any other term of the Agreement.

19. MEMBERS OF THE HOUSE OF COMMONS

19.1 No Member of the House of Commons shall be admitted to any share or part of the Agreement or to any benefit to arise therefrom.

20. INVESTMENT ADVICE

20.1 It is understood and agreed that, as part of its services under the Agreement, the Mint has not undertaken a duty to supervise the Trust’s and the Customer’s investment in, or to make any recommendation to the Trust or the Customer with respect to, the purchase, sale or other disposition of Fine Gold or the balance of credits the Customer maintains in its Pool Account.

21. NO PARTNERSHIP

21.1 Nothing contained in the Agreement shall create between the parties the relationship of principal and agent, mandator and mandatary, partnership or joint venture. The Customer has no authority to and undertakes not to make any representation relating to the Mint, nor give any warranty or representation on behalf of the Mint, without the Mint’s prior written authorization. The Customer will be liable for any and all damages, losses and costs, including special, incidental, consequential, indirect and punitive damages, losses and costs (including lost profits and lost savings) suffered by the Mint as a result of a breach of any of the above undertakings. The Customer recognizes and acknowledges that any breach or threatened breach of the above undertakings may cause the Mint irreparable harm for which monetary damage may be inadequate. The Customer agrees therefore that the Mint shall be entitled to seek an injunction to restrain the Customer from such breach or threatened breach.

22. Reserved.

Page 21 of 28

23. APPLICABLE LAW AND ARBITRATION

23.1 The Agreement and all matters relating to the Agreement (whether in contract, statute, tort (including, without limitation, negligence) or otherwise is governed by, and construed in accordance with, the laws of the Province of Ontario (without giving effect to the choice of law principles thereof).

23.2 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the Commercial Arbitration Act (Canada) and any amendments thereto. The number of arbitrators will be one (1). The place of arbitration will be the city of Ottawa, Ontario, Canada. The language to be used in arbitral proceedings is English and/or French. Subject to any applicable law, the proceedings, all submissions to arbitrators and the award shall be confidential.

24. COUNTERPARTS

24.1 The Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of the Agreement is as effective as delivery of an originally executed counterpart of the Agreement.

25. ENTIRE AGREEMENT

25.1 This Agreement, the Allocated Gold Storage and Custody Agreement and the Letter Agreement (collectively, the “Agreements”) constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersede all previous negotiations and documents in relation thereto. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in the Agreements. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to or contemporaneous with the entering into the Agreements by any party to the Agreements to any other party to the Agreements, except to the extent that the same has been reduced to writing and included as a term of the Agreements, and none of the parties to the Agreement has been induced to enter into the Agreements by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there is no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated in the Agreements.

[Remainder of page left intentionally blank.]

Page 22 of 28

IN WITNESS WHEREOF the parties are signing the Agreement through their duly authorized representatives.

ROYAL CANADIAN MINT	SPROTT ASSET MANAGEMENT LP, by its general partner, SPROTT ASSET MANAGEMENT GP INC.
________ /s/ Tom Froggatt                                              Tom Froggatt Chief Commerical Officer	/s/ W. Whitney George_______________ Name: W. Whitney George Title    Director
/s/ Lenard Cheung______________________ Lenard Cheung Acting Vice-President Finance and Administration & CFO
SPROTT ESG GOLD ETF, by SPROTT ASSET MANAGEMENT LP, in its capacity as the sponsor
/s/ W. Whitney George___________________ Name: W. Whitney George Title    Director

Page 23 of 28

Schedule A — Direct Deposit Request Form

Customer Name:___________________________________

Delivery Date: _________________________________

Gross Weight in Ounces: _________________________________

Count:_________________________________________________

Metal Type(s): _________________________________________

Assay Characteristics: _________________________________________

Account # to be credited: _________________________________________

Bar Numbers: _________________________________________

Bar Brands: _________________________________________

Name of Authorized Representative: _________________________________________

Signature: _________________________________________

Date: _________________________________________

Page 24 of 28

Schedule B — Facilitated Unallocated Deposit Request Form

Customer Name: ___________________________________

Name of Authorized Participant who would transfer Fine Gold Credits to the Mint’s unallocated Loco London Account:

________________________________________________

Amount of Fine Gold Credits that would be transferred to the Mint’s unallocated Loco London Account:

________________________________________________

Authorized Participant’s unallocated Loco London Account information from which the Fine Gold Credits would be transferred:

________________________________________________

Date on which the Authorized Participant would transfer the Fine Gold credits to the Mint’s unallocated Loco London Account:

________________________________________________

Name of Authorized Representative: _________________________________________

Signature: _________________________________________

Date: _________________________________________

Page 25 of 28

Schedule C — Transfer Request Form

Customer Name:_____________________________

Value date of Transfer:________________________________

Amount to be transferred in Gross Ounces:_________________________

Metal Type(s): _________________________________________

Account # to be debited: _________________________________________

Account # to be credited: _________________________________________

Name of Authorized Representative: _________________________________________

Signature: _________________________________________

Date: _________________________________________

Page 26 of 28

Schedule D — Facilitated Unallocated Transfer Request Form

Customer Name: _________________________________________

Name of Authorized Participant to whom Fine Gold Credits would be transferred to:

________________________________________________

Amount of Fine Gold Credits that would be transferred to the Authorized Participant’s unallocated Loco London Account:

________________________________________________

Authorized Participant’s unallocated Loco London Account information to which the Fine Gold Credits would be transferred:

________________________________________________

Date on which the Fine Gold credits would be transferred to the Mint’s unallocated Loco London Account:

________________________________________________

Name of Authorized Representative: _________________________________________

Signature: _________________________________________

Date: _________________________________________

Page 27 of 28

Schedule E — Withdrawal Request Form

Customer Name: _________________________________________

Requested date of Physical Withdrawal (desired fabrication date): _________________________________________

Amount to be withdrawn/produced in gross Ounces: _________________________________________

Metal Type(s): gold

Form: 400-Ounce London Good Delivery bars.

Account # to be debited:

Name of Authorized Representative: _________________________________________

Signature: _________________________________________

Date: _________________________________________

Page 28 of 28

EX-10.3

Exhibit 10.3

Execution Copy

CUSTODY AGREEMENT

(U.S. Dollar Only)

AGREEMENT, initially dated as of May 11, 2021, as amended and restated as of June 29, 2022 by and between Sprott ESG Gold ETF, a statutory trust formed under the laws of the State of Delaware (the “Trust”), having its principal office and place of business at 320 Post Road, Suite 230, Darien, Connecticut 06820, and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (“Custodian”).

W I T N E S S E T H:

That for and in consideration of the mutual promises hereinafter set forth the Trust and Custodian agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1.  “Authorized Person” shall mean each person, whether or not an officer or an employee of the Trust, duly authorized to execute this Agreement and to give Instructions on behalf of the Trust as set forth in Schedule I hereto and each Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.  From time to time the Trust may deliver a new Schedule I to add or delete any person and Custodian shall be entitled to rely on the last Schedule I hereto actually received by Custodian.

2.  “Business Day” shall mean any day on which Custodian and relevant Depositories are open for business.

3.  “Cash” shall mean U.S. dollars.

4.  “Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of the Trust by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

5.  “Confidential Information” means, with respect to a party, the terms of this Agreement and all non-public business and financial information of such party (including, with respect to the Trust, information regarding the Accounts and including, with respect to Custodian, information regarding its practices and procedures related to the services provided

hereunder) disclosed to the other party in connection with this Agreement. Notwithstanding the foregoing, the term Confidential Information shall not include any information or other data which (i) is already in the possession of the recipient or its affiliate(s) at the time it is disclosed or made available to the recipient or its affiliate(s), provided that such information or data is not known by the recipient or its affiliate(s) to be subject to another confidentiality agreement or other obligation of confidentiality, (ii) was or becomes generally available to the public other than as a result of a disclosure by the recipient or its affiliate(s) in violation of this Agreement, (iii) was or becomes available to the recipient or its affiliate(s) on a non-confidential basis from a source other than the disclosing party or one of its affiliates, provided that such source is not known by the recipient or its affiliate(s) to be bound by a confidentiality agreement with, or other obligation of confidentiality, (iv) is independently developed by the recipient or its representatives without reference to any of the Confidential Information (v) is expressly identified by the disclosing party as not being proprietary or confidential, (vi) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law or regulation, provided, however, the party making such required disclosure shall first notify the other party (to the extent permissible) and shall, if practicable, afford the other party a reasonable opportunity to seek confidential treatment if it wishes to do so, (vii) is relevant to the defense of any claim or cause of action asserted against the receiving party or (viii) is released in connection with the provision of services under this Agreement.

6.  “Custodian Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.

7.  “Economic Sanctions Compliance Program” shall mean those programs, policies, procedures and measures designed to ensure compliance with, and prevent violations of, Sanctions.

8.  “Instructions” shall meancommunications actually received by Custodian by S.W.I.F.T., tested telex, letter, facsimile transmission, or other method or system specified by Custodian as available for use in connection with the services hereunder.

9.  “Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

10.  “Registration Statement” means the Registration Statement (including a Prospectus) for Trust under the Securities Act of 1933, as amended, filed with the U.S. Securities and Exchange Commission.

11.  “Sanctions” shall mean all economic sanctions, laws, rules, regulations, executive orders and requirements administered by any governmental authority of the U.S. (including the U.S. Office of Foreign Assets Control), and the European Union (including any national jurisdiction or member state thereof), in addition to any other applicable authority with jurisdiction over the Trust.

12.  “Shares” shall have the meaning set forth in Article V Section 1.

2

13.  “Sponsor” means Sprott Asset Management LP, the sponsor of the Trust.

14.  “Transfer Agent” shall mean The Bank of New York Mellon or an affiliate, subject to a separate Transfer Agency and Service Agreement entered into between the parties, or any successor transfer agent identified to Custodian in a Certificate.

ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS

1.           (a)  The Trust hereby appoints Custodian as custodian of all Cash at any time delivered to Custodian during the term of this Agreement. Custodian hereby accepts such appointment and agrees to establish and maintain one or more Cash accounts for the Trust. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of the Trust.

(b)  Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Trust and Custodian may agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Trust may specify in a Certificate or Instructions.

(c)  Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Trust and Custodian shall agree, and Custodian shall transfer to such accounts such Cash as the Trust may specify in a Certificate or Instructions.

2.  The Trust, on its own behalf, hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by the Trust, that:

(a)  It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b)  This Agreement has been duly authorized, executed and delivered by the Trust, constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c)  It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d)  It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Trust;

3

(e)  It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions need not be reviewed by Custodian, may be presumed in good faith by Custodian to have been given by person(s) duly authorized,  and may be acted upon as given;

(f)  It shall impose and maintain restrictions on the destinations to which Cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(g)  It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority.

3.  Custodian hereby represents and warrants, which representations and warranties shall be continuing, that:

(a)  It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b)  This Agreement has been duly authorized, executed and delivered by Custodian, constitutes a valid and legally binding obligation of Custodian, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c)  It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators; and

(d)  It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted.

ARTICLE III
CUSTODY AND RELATED SERVICES

1.  Subject to the terms hereof, the Trust hereby authorizes Custodian to hold any Cash received by it from time to time for the Trust and shall credit such Cash to the Trust’s applicable Account.

4

2.  Custodian shall furnish the Trust with an advice of daily transactions as promptly as practicable in its ordinary course processing, after the close of Business on each Business Day and a monthly summary of all transfers to or from the Accounts as promptly as practicable in its ordinary course processing, following such month end.  Custodian shall furnish such reports for such other time periods as the Trust may from time to time reasonably request.

3.  With respect to all Cash held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a)  Receive all income and other payments and advise the Trust as promptly as practicable of any such amounts due but not paid; and

(b)  Endorse for collection checks, drafts or other negotiable instruments.

4.  Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

5.  The Trust shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any Cash held on behalf of the Trust or any transaction related thereto.  The Trust, as applicable, shall indemnify Custodian for the amount of any Tax that Custodian or any withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Trust (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution.  In the event that Custodian is required under applicable law to pay any Tax on behalf of the Trust, Custodian is hereby authorized to withdraw cash from any cash account for the Trust only in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate withholding agent, for the timely payment of such Tax in the manner required by applicable law.  If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Trust of the additional amount of cash (in the appropriate currency) required, and the Trust shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein.  In the event that Custodian reasonably believes that the Trust is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Trust under any applicable law, Custodian shall, or shall instruct the applicable withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Trust all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty.  In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Trust to Custodian hereunder.  The Trust hereby agrees to indemnify and hold harmless Custodian in respect of any liability arising from any

5

underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the Trust, its successors and assigns notwithstanding the termination of this Agreement.

6.          (a)  For the purpose of settling foreign exchange transactions, the Trust shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction.  Custodian shall provide the Trust with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian.  Such funds shall be in U.S. dollars or such other currency as the Trust may specify to Custodian.

(b)  Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a Custodian Affiliate acting as principal or otherwise through customary banking channels.  The Trust may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Trust.  The Trust shall bear all risks of holding cash denominated in a foreign currency.

(c)  To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor reasonably believed by Custodian to be reliable to provide such information.  The Trust understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide information for certain property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such property as determined by it in good faith.  Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder.

ARTICLE IV
OVERDRAFTS OR INDEBTEDNESS

1.  If Custodian should in its sole discretion advance funds on behalf of the Trust which results in an overdraft (including, without limitation, any day-light overdraft) because the Cash held by Custodian in an Account for the Trust shall be insufficient because of a reversal of a conditional credit or the purchase of any currency, or if the Trust is for any other reason indebted to Custodian, such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Trust payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time.  In addition, the Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of the

6

Trust at any time held by Custodian for the benefit of the Trust or in which the Trust may have an interest which is then in Custodian’s possession or control or in possession or control of any third party acting in Custodian’s behalf.  The Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to the Trust’s credit on Custodian’s books.

2.  If the Trust borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) using Cash held by Custodian hereunder as collateral for such borrowings, the Trust shall deliver to Custodian a Certificate specifying with respect to each such borrowing:  (a) the name of the bank, (b) the amount of the borrowing, (c) the time and date, if known, on which the loan is to be entered into, (d) the total amount payable to the Trust on the borrowing date, (e) the Cash to be delivered as collateral for such loan and (f) such loan is in conformance with the Trust’s prospectus.  Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate.  Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement.  Custodian shall deliver such Cash as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section.  The Trust shall cause all Cash released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it.  In the event that the Trust fails to specify in a Certificate the principal amount of any Cash to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver Cash.

ARTICLE V
SALE AND REDEMPTION OF SHARES

1.  If applicable, whenever the Trust shall sell any shares issued by the Trust (“Shares”) it shall deliver to Custodian a Certificate or Instructions, or cause the Trust’s Transfer Agent to provide instructions, specifying the amount of Cash, if any, to be received by Custodian in connection with the sale of such Shares and specifically allocated to an Account for the Trust. Upon receipt of such Cash, if any, Custodian shall credit the same to an Account in the name of the Trust for which such Cash, if any, is received.

2.  Whenever the Trust desires Custodian to make a payment, if any, out of Cash held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions, or cause the Trust’s Transfer Agent to provide instructions specifying the total amount of Cash, if any, to be paid, for the redemption of such Shares. Custodian shall make any such payment and such delivery of Shares, as directed by a Certificate or Instructions or instructions of the Trust’s transfer agent, out of the Cash held in an Account of the Trust.

7

ARTICLE VI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1.  Whenever the Trust shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth the total amount payable, and the payment date.

2.  Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the Cash held for the account of the Trust the total amount payable to the dividend agent of the Trust specified therein.

ARTICLE VII
CONCERNING CUSTODIAN

1.       (a)  Custodian shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable and documented attorneys’ and accountants’ fees and expenses (collectively, “Losses”), incurred by or asserted against the Trust, except those Losses arising out of Custodian’s own negligence, bad faith, willful misfeasance, or reckless disregard of its duties hereunder. In no event shall the Custodian be liable to the Trust or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement.  The Custodian shall not be liable:  (i) for acting in accordance with any Certificate or Oral Instructions  actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with such Instructions without reviewing the same; (iii) for conclusively presuming that all Instructions are given only by person(s) duly authorized; (iv) for conclusively presuming that all disbursements of cash directed by the Trust, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with the applicable provisions of this Agreement; (v) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash market conditions which prevent the transfer of property or affect the value of property; (vi) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vii) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency in any country, and in no event shall Custodian be obligated to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any currency, such cost or charge shall be for the account of the Trust, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.

8

(b)  Custodian may enter into subcontracts, agreements and understandings with any Custodian Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder.  No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder, and Custodian shall be liable for the acts or omissions of any such Custodian Affiliate to the same extent as it is liable for such acts or omissions under this Agreement.

(c)  The Trust, on its own behalf, agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian’s performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Trust; provided however, that the Trust, on its own behalf, shall not indemnify Custodian for those Losses arising out of Custodian’s own negligence, bad faith, willful misfeasance, reckless disregard for its duties hereunder.  This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement.

2.  Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(a)  The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(b)  The legality of the declaration or payment of any dividend or distribution by the Trust;

(c)  The legality of any borrowing by the Trust;

(d)  The sufficiency or value of any amounts of Cash held in any Special Account in connection with transactions by the Trust; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Trust of any variation margin payment or similar payment which the Trust may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Trust is entitled to receive, or to notify the Trust of Custodian’s receipt or non-receipt of any such payment; or

(e)  Whether any transactions by the Trust, whether or not involving Custodian, are such transactions as may properly be engaged in by the Trust.

3.  Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it provided that Custodian acts in good faith without negligence or willful misfeasance in carrying out such advice.

4.  Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

9

5.  The Trust shall pay to Custodian the fees and charges in the agreed upon fee schedule (as such fee schedule may be amended by BNY Mellon and Trust from time to time) (the “fee schedule”).  The Trust shall reimburse Custodian for all costs associated with the transfer of records kept in connection with this Agreement upon termination of the Agreement.  The Trust shall also reimburse Custodian for out‑of‑pocket expenses which are a normal incident of the services provided hereunder.

6.  Custodian has the right to debit any cash account for any amount payable by the Trust in connection with any and all obligations of the Trust to Custodian.  In addition to the rights of Custodian under applicable law and other agreements, at any time when the Trust shall not have honored any of its obligations to Custodian, Custodian shall have the right without prior notice to the Trust to retain or set-off, against such obligations of the Trust, any cash Custodian or a Custodian Affiliate may directly or indirectly hold for the account of the Trust, and any obligations (whether matured or unmatured) that Custodian or a Custodian Affiliate may have to the Trust.  Any such asset of, or obligation to, the Trust may be transferred to Custodian and any Custodian Affiliate in order to effect the above rights.

7.  The Trust agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian.  The Trust agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian.  If the Trust elects to transmit Instructions through an on-line communications system offered by Custodian, the Trust’s use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto.  If Custodian receives Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Trust understands and agrees that Custodian cannot determine the identity of the actual sender of such Instructions and that Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person, and the Trust shall be responsible for ensuring that only Authorized Persons transmit such Instructions to Custodian.  If the Trust elects (with Custodian’s prior consent) to transmit Instructions through an on-line communications service owned or operated by a third party, the Trust agrees that Custodian shall not be responsible or liable for the reliability or availability of any such service.

8.  The books and records pertaining to the Trust which are in possession of Custodian shall be the property of the Trust.  Such books and records shall be prepared and maintained as described in the Investment Company Act of 1940, as amended, and the rules thereunder, as if the Trust was subject to such rules. The Trust, or its authorized representatives, shall have access to such books and records during Custodian’s normal business hours.  Upon the reasonable request of the Trust, copies of any such books and records shall be provided by Custodian to the Trust or its authorized representative.  Upon the reasonable request of the Trust, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

10

9.  It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect.  The Custodian shall provide the Trust with such reports on its own system of internal accounting control as the Trust may reasonably request from time to time.

10.  Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement, except as set forth in this Agreement.

11.        (a)  Throughout the term of this Agreement, the Trust (i) shall maintain, and comply with, an Economic Sanctions Compliance Program which includes measures to accomplish effective and timely scanning of all relevant data with respect to its clients and with respect to incoming or outgoing assets or transactions; (ii) shall ensure that neither the Trust nor any of its affiliates, directors, officers, employees or clients (to the extent such clients are covered by this Agreement) is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions, or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions; and (iii) shall not, directly or indirectly, use the Accounts in any manner that would result in a violation of Sanctions.

(b)  The Trust will promptly provide to the Custodian such information as the Custodian reasonably requests in connection with the matters referenced in this Article VII, Section 11, including information regarding the Accounts, the assets held or to be held in the Accounts, the source thereof, and the identity of any individual or entity having or claiming an interest therein.  The Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Article VII, Section 11.  If the Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, the Custodian will inform the Trust as soon as reasonably practicable.

ARTICLE VIII
TERMINATION

1.  The term of this Agreement shall be one year commencing upon the date hereof and shall automatically renew for additional one-year terms unless either party provides written notice of termination at least ninety (90) days prior to the end of any one year term or, unless earlier terminated as provided in Section 3 of this Article VIII.  In the event such notice is given by the Trust, it shall be accompanied by a copy of a resolution of board of the Trust, certified by the Secretary or any assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits.  In the event such notice is given by Custodian, the Trust shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Trust, certified by the Secretary or any assistant Secretary, designating a successor custodian or custodians.  In the absence of such designation by the Trust, Custodian may designate a successor custodian which shall be a bank or trust

11

company having not less than $2,000,000 aggregate capital, surplus and undivided profits.  Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Cash then owned by the Trust and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

2.  If a successor custodian is not designated by the Trust or Custodian in accordance with the preceding Section, the Trust shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Cash then owned by the Trust be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement.

3.  Notwithstanding Section 1 of this Article VIII, either party hereto may terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) a party breaches any material provision of this Agreement, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice; (ii) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (iii) a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iv) a party makes a general assignment for the benefit of creditors; or (v) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due.  Either party hereto may exercise its termination right under this Section 3 of this Article VIII at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.

ARTICLE IX
MISCELLANEOUS

1.  The Trust agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons.  Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.

2.  Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 240 Greenwich Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

3.  Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Trust shall be sufficiently given if addressed to the Trust and received by it at its offices at 320 Post Road, Suite 230, Darien, Connecticut 06820, or at such other place as the Trust may from time to time designate in writing.

12

4.  Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time.  No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

5.  In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby.  This Agreement and the fee schedule may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Trust and any amendment to Appendix I hereto need be signed only by Custodian.  This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other. Notwithstanding anything herein to the contrary, in the event the Custodian becomes subject to a proceeding under a U.S. special resolution regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from the Custodian will be effective to the same extent as the transfer would be effective under the U.S. special resolution regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a state of the United States; and, in the event the Custodian or any affiliate becomes subject to a proceeding under a U.S. special resolution regime, default rights with respect to this Agreement that may be exercised against the Custodian are permitted to be exercised to no greater extent than the default rights could be exercised under the U.S. special resolution regime if this Agreement were governed by the laws of the United States or a state of the United States.

6.  This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof.  The Trust and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder.  The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.  The Trust and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

7.  The Trust hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify the Trust.  Accordingly, prior to opening an Account hereunder Custodian will ask the Trust to provide certain information including, but not limited to, the Trust’s name, physical address, tax identification number and other information that will help Custodian to identify and verify the Trust’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying

13

information.  The Trust agrees that Custodian cannot open an Account hereunder unless and until Custodian verifies the Trust’s identity in accordance with its CIP.

8.  The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”).  The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes Custodian to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) Custodian may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer.  The Trust confirms that it is authorized to consent to the foregoing.

9.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

14

IN WITNESS WHEREOF, the Trust and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the latest date set forth below.

SPROTT ESG GOLD ETF, by Sprott Asset Management LP, its sponsor
By	/s/	Whitney George
Name:		Whitney George
Title:		Director
Date:		July 4, 2022

THE BANK OF NEW YORK MELLON
By	/s/	Michael Spates
Name:		Michael Spates
Title:		Vice President
Date:		July 20, 2022

15

SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS

(The Trust - Oral and Written Instructions)

The undersigned hereby certifies that he/she is the duly elected and acting Chief Executive Officer of Sprott Asset Management LP, the sponsor (“Sponsor”) of Sprott ESG Gold ETF (the “Trust”), and further certifies that the following officers or employees of the Sponsor have been duly authorized in conformity with the Trust’s Declaration of Trust and By Laws to deliver Certificates and Oral Instructions to The Bank of New York Mellon (“Custodian”) pursuant to the Custody Agreement between the Trust and Custodian initially dated as of May 11, 2021, as amended and restated as of June 29, 2022, and that the signatures appearing opposite their names are true and correct:

Whitney George              
Name Director                           
Title /s/ Whitney George            
Signature

                This certificate supersedes any certificate of Authorized Persons you may currently have on file.

[seal]	By	/s/	John Ciampaglia
	Name:		John Ciampaglia
	Title:		Chief Executive Officer
	Date:		July 4, 2022

APPENDIX I

ELECTRONIC SERVICES TERMS AND CONDITIONS

These Electronic Access Terms and Conditions (the “Terms and Conditions”) set forth the terms and conditions under which The Bank of New York Mellon Corporation and/or its subsidiaries or joint ventures (collectively, “BNY Mellon”) will provide the entities and its (their) affiliates listed on Schedule A (“You” and “Your”) with access to and use of BNY Mellon’s electronic information delivery site known as “BNY Mellon Connect” and/or other BNY Mellon-designated access portals (“Electronic Access”).  Access to and use of Electronic Access by You is contingent upon and is in consideration for Your compliance with the terms and conditions set forth below.  Electronic Access includes access to BNY Mellon web sites accessible via BNY Mellon Connect and/or other BNY Mellon-designated access portals (“Sites”), pursuant to which You are able to access products and services provided by BNY Mellon as well as data regarding Your accounts.  You may amend Schedule A by delivering a revised version to BNY Mellon.

Any particular product or service accessed by You through Electronic Access may be subject to a separate written agreement between You and BNY Mellon with respect to such products and services (each a “Services Agreement”).  In addition, terms and conditions and restrictions with respect to any particular product or service accessed through Electronic Access (such as privacy and internet security matters), together with any disclaimers related to the specific products or services, may be set forth on the Sites (hereinafter referred to as “Terms of Use”) and are applicable to such products and services.  You agree to the Terms and Conditions.  By any of Your Users accessing the Sites, and the products and services available through Electronic Access, You agree to any Terms of Use and acknowledge and accept any disclaimers and disclosures included on the Sites and the restrictions concerning the use of proprietary data provided by Information Providers (as defined below) that are posted on the Data Terms Web Site (as defined below).  For the avoidance of doubt, the execution of these Terms and Conditions will not alter or amend or otherwise affect any Services Agreement whether such Services Agreement is executed prior to or after the execution of these Terms and Conditions.

1. Access Administration:

a. To facilitate access to Electronic Access, You will furnish BNY Mellon with a written list of the names, and the extent of authority or level of access, of persons You are authorizing to access the Sites, products and services and to use the Electronic Access (“Authorized Users”) on a read-only basis.  In addition, You may also designate Authorized Users who will have authority to enter transactions and provide instructions to BNY Mellon that cause a change in or have an impact on assets held by BNY Mellon for Your accounts (“Authorized Transactional Users”).  Where appropriate, Authorized Users and Authorized Transactional Users are collectively referred to herein as “Users.”  If You wish to allow any third party (such as an investment manager, consultant or third party service provider) or any employee of a third party to have access to Your account information through Electronic Access and be included as a “User” under these Terms and Conditions, You may designate a third party or employee of a third party as an Authorized User or Authorized Transactional User under these Terms and Conditions and any such third party or employee of a third party so designated by You (and, if a third party is so designated, any employee of such third party designated by such third party) will be included within the definition of Authorized User, Authorized Transactional User, and User as appropriate.

b. Upon BNY Mellon’s approval of Users (which approval will not be unreasonably withheld), BNY Mellon will send You a user-id, temporary password and, where applicable, a security identification device for each User.  You will be responsible for providing to Users the user-ids, temporary passwords and, where applicable, secure identification devices.  You will ensure that any User receiving a secure identification device returns such device immediately following the termination of the User’s authorization to access the products and services for which the secure identification device was provided to such User.  You are solely responsible for Users’ access to Electronic Access, and You and Users are solely responsible for the confidentiality of the user-ids and passwords and secure identification devices that are provided to them and will remain responsible for each secure identification device until it is returned to BNY Mellon.  You, on behalf of You and Your affiliates, acknowledge and agree that, BNY Mellon will have no duty or obligation to verify or confirm the actual identity of the person who accessed Electronic Access using a validly issued user-id and password (and, where applicable, security identification device) or that the

person who accessed Electronic Access using such validly issued user-id and password (and, where applicable, security identification device) is, in fact, a User (whether an Authorized User or an Authorized Transactional User).

c. You shall not, and shall not permit any User or third party to, breach or attempt to breach any security measures used in connection with Electronic Access or Proprietary Software.  Any attempt to circumvent or penetrate any application, network or other security measures used by BNY Mellon or its suppliers in connection with Electronic Access is strictly prohibited.

d. You are also solely responsible for ensuring that all Users comply with these Terms and Conditions and any Terms of Use included on the Sites, the Service Agreement for each product or services accessed through the Sites and their associated services and all applicable terms and conditions, restrictions on the use of such products and services and data obtained through the use of Electronic Access.  BNY Mellon reserves the right to prohibit access or revoke the access of any User to Electronic Access whom BNY Mellon determines has violated or breached these terms and conditions or any Terms of Use on a Site accessed by the User, including the Data Terms Web Site (as defined below), or whose conduct BNY Mellon reasonably determines may constitute a criminal offense, violate any applicable local, state, national, or international law or constitute a security risk for BNY Mellon, a BNY Mellon’s third party supplier (“BNY Mellon’s Supplier”),  BNY Mellon’s clients or any Users of Electronic Access.  BNY Mellon may also terminate access to all Users following termination of all Services Agreements between You and BNY Mellon.

2. Proprietary Software:  Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”).  You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You.  You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies.  You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software.  Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

3. Use of Data:

a. Electronic Access may include information and data that is proprietary to the providers of such information or data (“Information Providers”) or may be used to access Sites that include such information or data from Information Providers.  This information and data may be subject to restrictions and requirements which are imposed on BNY Mellon by the Information Providers and which are posted on http://www.bnymellon.com/products/assetservicing/vendoragreement.pdf or any successor web site of which You are provided notice from time to time (the “Data Terms Web Site”).  You will be solely responsible for ensuring that Users comply with the restrictions and requirements concerning the use of proprietary data that are posted on the Data Terms Web Site.

b. You consent to BNY Mellon, its affiliates and BNY Mellon’s Suppliers disclosing to each other and using data received from You and Users and, where applicable, Your third parties in connection with these Terms and Conditions (including, without limitation, client data and personal data of Users) (1) to the extent necessary for the provision of Electronic Access; (2) in order for BNY Mellon and its affiliates to meet any of their obligations under these Terms and Conditions to provide Electronic Access; or (3) to the extent necessary for Users to access Electronic Access.

c. In addition, You permit BNY Mellon to aggregate data concerning Your accounts with other data collected and/or calculated by BNY Mellon.  BNY Mellon will own such aggregated data, but will not distribute the aggregated data in a format that identifies You or Your data.

4. Ownership and Rights:

a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the "Information"), are the exclusive and confidential property of BNY Mellon and/or BNY Mellon’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions.  You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less

than reasonable care.

b. The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted.

c. Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellon’s Suppliers.

d. Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellon’s Suppliers.  "Intellectual Property Rights" includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

5. Reliance:

a. BNY Mellon will be entitled to rely on, and will be fully protected in acting upon, any actions or instructions associated with a user-id or a secure identification device issued to a User until such time BNY Mellon receives actual notice in writing from You of the change in status of the User and receipt of the secure identification device issued to such User. You acknowledge that all commands, directions and instructions, including commands, directions and instructions for transactions issued by a User are issued at Your sole risk.  You agree to accept full and sole responsibility for all such commands, directions and instructions and that BNY Mellon, will have no liability for, and you hereby release BNY Mellon from, any losses, liabilities, damages, costs, expenses, claims, causes of action or judgments (including attorneys fees and expenses) (collectively “Losses”) incurred or sustained by you or any other party in connection with or as a result of BNY Mellon’s reliance upon or compliance with such commands, directions and instructions.

b. All commands, directions and instructions involving a transaction entered by Authorized Transactional User will be treated as an authorized instruction under the applicable Services Agreement(s) between You and BNY Mellon covering accounts, products and services and products provided by BNY Mellon with respect to which Electronic Access is being used whether such Services Agreement is executed prior to or after the execution of these Terms and Conditions.

6. Disclaimers:

a. Although BNY Mellon uses reasonable efforts to provide accurate and up-to-date information through Electronic Access, BNY Mellon, its Content Providers and Information Providers make no warranties or representations under these Terms and Conditions as to accuracy, reliability or comprehensiveness of the content, information or data accessed through Electronic Access.  Without limiting the foregoing, some of the content on Electronic Access may be provided by sources unaffiliated with BNY Mellon (“Content Providers”) and by Information Providers. For that content BNY Mellon is a distributor and not a publisher of such content and has no control over it.  Information provided by Information Providers has not been independently verified by BNY Mellon and BNY Mellon makes no representation as to the accuracy or completeness of the content or information provided.  Any opinions, advice, statements, services, offers or other information given or provided by Content Providers and Information Providers (including merchants and licensors) are those of the respective authors of such content and not that of BNY Mellon.  BNY Mellon will not be liable to You or Users for such content or information in any way nor for any action taken in reliance on such information nor for direct or indirect damages resulting from the use of such information. For purposes of these Terms and Conditions, all information and data, including all proprietary information and materials and all client data, provided to You through Electronic Access are provided on an “AS-IS”, “AS AVAILABLE” basis.

b. BNY Mellon makes no guarantee and does not warrant that Electronic Access or the information and data provided through the Electronic Access are or will be virus-free or will be free of viruses, worms, Trojan horses or other code with contaminating or destructive properties.  BNY Mellon will employ commercially reasonable anti-virus software to its systems to protect its systems against viruses.

c. Some Sites accessed through the use of Electronic Access may include links to websites provided by parties that are not affiliated with BNY Mellon (“Third Party Websites”).  BNY Mellon will not be liable to any person for the content found on such Third Party Websites.  BNY Mellon will not be responsible for

Third Party Websites that collect information from parties who visit their web sites through links on the Sites.  BNY Mellon will not be liable or responsible for any loss suffered by any person as a result of their use of any Third Party Websites that are linked to the BNY Mellon Sites.

d. BNY Mellon retains complete discretion and authority to add, delete or revise in whole or in part Electronic Access, including its Sites, and to modify from time to time any Proprietary Software provided in conjunction with the use of Electronic Access and/or any of the Sites.  To the extent reasonably possible, BNY Mellon will provide notice of such modifications.  BNY Mellon may terminate, immediately and without advance notice, and without right of cure, any portion or component of Electronic Access or the Sites.

e. TO THE FULLEST EXTENT PERMITTED BY LAW, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF QUALITY AND NO WARRANTY OF TITLE OR NONINFRINGEMENT.  THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ELECTRONIC ACCESS, THE SITES, ANY PROPRIETARY SOFTWARE, INFORMATION, MATERIALS OR CLIENT DATA.

f. Notwithstanding the prior paragraph, The Bank of New York Mellon or an Affiliate designated by it will defend You and pay any amounts agreed to by BNY Mellon in a settlement and damages finally awarded by a court of competent jurisdiction, in an  action or proceeding commenced  against You based on a claim that Electronic Access or the Proprietary Software infringe plaintiff(s)’s patent, copyright, or trade secret, provided that You (i) notify BNY Mellon promptly of any such action or claim (except that the failure to so notify BNY Mellon will not limit BNY Mellon’s obligations hereunder except to the extent that such failure prejudices BNY Mellon); (ii) grant BNY Mellon or its designated Affiliate full and exclusive authority to defend, compromise or settle such claim or action; and (iii) provide BNY Mellon or its designated Affiliate all assistance reasonably necessary to so defend, compromise or settle.  The foregoing obligations will not apply, however, to any claim or action arising from (i) use of the Proprietary Software Information or Electronic Access in a manner not authorized under these Terms and Conditions, the Terms of Use, or the Data Terms Web Site; or (ii) use of the Proprietary Software or Electronic Access in combination with other software or services not supplied by BNY Mellon.

7. Limitation of Liability:

a. IN NO EVENT WILL BNY MELLON, BNY MELLON’S SUPPLIERS OR ITS  CONTENT PROVIDERS OR INFORMATION PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE UNDER THESE TERMS AND CONDITIONS FOR ANY LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES INCLUDING BUT NOT LIMITED TO, ANY DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, RELIANCE DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, INDIRECT DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE USE OF OR INABILITY TO USE ELECTRONIC ACCESS (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR ANY OTHER PERSON, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (3) THE COST OF SUBSTITUTE ACCESS SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR ACCESS THROUGH ELECTRONIC ACCESS.  BNY MELLON WILL NOT BE LIABLE FOR LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH ELECTRONIC ACCESS.  BNY MELLON WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM VOLUNTARY SHUTDOWN OF THE SERVER, ELECTRONIC ACCESS OR ANY OF THE SITES TO ADDRESS TECHNICAL PROBLEMS, COMPUTER VIRUSES, DENIAL-OF-SERVICE MESSAGES OR OTHER SIMILAR PROBLEMS.

b. BNY MELLON’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS AND CONDITIONS FOR ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE, ELECTRONIC ACCESS OR SITES, IS AS FOLLOWS:  IF YOU REPORT A MATERIAL MALFUNCTION IN ELECTRONIC ACCESS THAT BNY MELLON IS ABLE TO REPRODUCE, BNY MELLON WILL USE REASONABLE EFFORTS TO CORRECT THE MALFUNCTION. IF BNY MELLON IS UNABLE TO CORRECT THE MALFUNCTION, YOU MAY CEASE ALL USE OF ELECTRONIC ACCESS AND RECEIVE A REFUND OF ANY FEES PAID IN ADVANCE, SPECIFICALLY FOR ELECTRONIC ACCESS, APPLICABLE TO PERIODS AFTER CESSATION OF

SUCH USE.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

c. The limitation of liability set forth in this Limitation of Liability section and in other provisions in these Terms and Conditions is in addition to any limitation of liability provisions contained in any Services Agreements and will not supersede or be superseded by limitation of liability provisions contained in such Services Agreements, whether executed prior to or after the execution of these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements containing a reference to these Terms and Conditions.

8. Indemnification:

a. You agree to indemnify, protect and hold BNY Mellon, BNY Mellon’s Suppliers, Content Providers and Information Providers harmless from and against all liability, claims damages, costs and expenses, including reasonable and documented attorneys’ fees and expenses, resulting from a claim that arises out of (i) any breach by You or Users of these Terms and Conditions, the Terms of Use or the Data Terms Web Site and (ii) any person obtaining access to Electronic Access through You or Users or through use of any password, user-id or secure identification device issued to a User, whether or not You or a User authorized such access.  For the avoidance of doubt, and by way of illustration and not by way of limitation, the forgoing indemnity is applicable to disputes between the parties, including the enforcement of these Terms and Conditions.  The rights and remedies conferred hereunder will be cumulative and the exercise or waiver of any such right or remedy will not preclude or inhibit the exercise of additional rights or remedies or the subsequent exercise of such right or remedy.

b. The indemnity provided in herein is in addition to any indemnity and other remedies contained in any Services Agreements and will not supersede or be superseded by such Services Agreements, whether executed prior to or after the execution of these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements and expressly stating an intent to modify this Terms and Conditions.  Nothing contained herein will, or be deemed to, alter or modify the rights and remedies of BNY Mellon as set forth in the Services Agreements.

9. Choice of Law and Forum:  Unless otherwise agreed and specified herein, these Terms and Conditions are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law; You expressly and irrevocably agree to the exclusive jurisdiction and venue of the state or federal courts situated in New York City, New York, for any claim or dispute with BNY Mellon, its employees, contractors, officers or directors or relating in any way to Your use of Electronic Access; and You further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought with respect to these Terms and Conditions.  BNY Mellon and You hereby waive the right of trial by jury in any action arising out of or related to the BNY Mellon or these Terms and Conditions.

10. Term and Termination:

a. Either BNY Mellon or You may terminate these Terms and Conditions and the Electronic Access upon thirty (30) days’ written notice to the other party.

b. In the event of any breach of the provisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the Data Terms Web Site, the non-breaching party may terminate these Terms and Conditions and the Electronic Access immediately upon written notice to the breaching party if any breach remains uncured after ten (10) days’ written notice of the breach is sent to the breaching party.

c. BNY Mellon may immediately terminate access through an Authorized User’s user-id and password and may, at its discretion, also terminate access by an Authorized User, without right of cure, in the event of an unauthorized use of an Authorized User’s user-id or password, or where BNY Mellon believes there is a security risk created by such access.

d. BNY Mellon may terminate, without advance notice, Your access or the access of Users to any portion or component of Electronic Access or the Sites in the event a BNY Mellon Supplier, Content Provider or Information Provider prohibits BNY Mellon from permitting You or Users to have access to their information or services.

e. Promptly upon receiving or giving notice of termination, You will notify all Users of the effective date of the termination.

f. Upon termination of Your access to Electronic Access, You shall return of manuals, documentation, workflow descriptions and the like that are in Your possession or under Your control and all security identification devices.

g. The Reliance, Disclaimers, Limitation of Liability Indemnification and confidentiality provisions of the Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the termination of these Terms and Conditions.

You represent and warrant to BNY Mellon that these Terms and Conditions and the indemnity contained herein have been duly authorized and accepted, that You have full authority to enter into these Terms and Conditions, both for the entities at Schedule A and for any affiliate with Electronic Access, and that these Terms and Conditions constitute a binding obligation enforceable in accordance with its terms.

SCHEDULE A to APPENDIX I

Affiliates of Client

EX-10.4

Exhibit 10.4

  Execution Copy      

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

THIS AGREEMENT is initially made as of May 11, 2021, as amended and restated as of June 29, 2022 by and between Sprott ESG Gold ETF, a statutory trust formed under the laws of the State of Delaware (the “Trust”), having its principal office and place of business at 320 Post Road, Suite 230, Darien, Connecticut 06820, and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

W I T N E S S E T H :

WHEREAS, the Trust desires to retain BNY Mellon to provide the services described herein, and BNY Mellon is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

1.  Definitions.

Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Authorized Person” shall mean each person, whether or not an officer or an employee of the Trust, duly authorized to execute this Agreement and to give Instructions on behalf of the Trust as set forth in Exhibit A hereto and each Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.  From time to time the Trust may deliver a new Exhibit A to add or delete any person and BNY Mellon shall be entitled to rely on the last Exhibit A actually received by BNY Mellon.

“BNY Mellon Affiliate” shall mean any office, branch, or subsidiary of The Bank of New York Mellon Corporation.

 “Confidential Information” shall have the meaning given in Section 21 of this Agreement.

“Documents” shall mean such documents as BNY Mellon may reasonably request from time to time, in connection with its provision of services under this Agreement.

“Instructions” shall mean Oral Instructions or written communications actually received by BNY Mellon by S.W.I.F.T., tested telex, letter, facsimile transmission, electronic mail, or other method or system specified by BNY Mellon as available for use in connection with the services hereunder, from an Authorized Person or person believed in good faith to be an Authorized Person.

 “Net Asset Value” shall mean the value per Share of the Trust, calculated in the manner described in the Trust’s Offering Materials.

 “Offering Materials” shall mean the Trust’s currently effective prospectus and most recently filed registration statement with the SEC relating to shares of the Trust.

“Organizational Documents” shall mean certified copies of the Trust’s trust agreement, material contracts, Offering Materials, all SEC exemptive orders issued to the Trust, required filings or similar documents of formation or organization, as applicable, delivered to and received by BNY Mellon.

“Oral Instructions” shall mean oral instructions received by BNY Mellon under permissible circumstances specified by BNY Mellon, in its sole discretion, as being from an Authorized Person or person believed in good faith by BNY Mellon to be an Authorized Person.

“SEC” means the United States Securities and Exchange Commission.

“Securities Laws” means the 1933 Act and the 1934 Act.

“Shares” means the shares issued by the Trust which represent fractional undivided beneficial interests in and ownership of the Trust.

“Sponsor” means Sprott Asset Management LP, the sponsor of the Trust.

2

2.  Appointment.

The Trust hereby appoints BNY Mellon as its agent for the term of this Agreement to perform the services described herein.  BNY Mellon hereby accepts such appointment and agrees to perform the duties hereinafter set forth.

3.  Representations and Warranties.

(a)  The Trust hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that:

I.  It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

II.  This Agreement has been duly authorized, executed and delivered by the Trust and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally;

III.  The Sponsor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

IV.  It is conducting its business in material compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement;

V.  The method of valuation of assets of the Trust and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Trust.  To the extent that the Trust becomes aware that the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the

3

Trust would violate any applicable laws or regulations, the Trust shall promptly notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of the assets of the Trust, Net Asset Value or other computation, as the case may be, or, instruct BNY Mellon in writing to value the assets of the Trust and/or compute Net Asset Value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing;

VI.  The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Sponsor in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to the Sponsor or any affiliate of the Sponsor relating to this Agreement have been fully disclosed to the Sponsor and that, if required by applicable law, the Sponsor has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits;

VII.  Each person named on Exhibit A hereto is duly authorized by the Trust to be an Authorized Person hereunder; and

VIII.  It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Offering Materials), each calculation of Net Asset Value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants.

(b)  Without limiting the provisions of Section 21 herein, the Trust shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel

4

that it would be liable for a failure to make such disclosure.  The Trust shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Trust’s obligations of confidentiality hereunder; and

(c)  The Trust will promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or commenced against the Trust.

(d)  BNY Mellon hereby represents and warrants, which representations and warranties shall be deemed to be continuing, that:

I.  It is duly organized and existing under the laws of the jurisdiction of its organization with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

II.  This Agreement has been duly authorized, executed and delivered by BNY Mellon and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally;

III.  It is conducting its business in material compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary for it to engage in the provision of the services contemplated by this Agreement and there is no statute, regulation, rule, order, or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement, or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and

IV.   During the term of this Agreement, it will implement and maintain an information security program (“ISP”) with written policies and procedures reasonably designed to protect the confidentiality and integrity of the confidential information of the Trust provided to BNY Mellon in accordance with this Agreement and when in BNY Mellon’s possession or under BNY Mellon’s control; the ISP will include administrative, technical and physical safeguards appropriate to the type of confidential information concerned, reasonably

5

designed to protect the integrity, confidentiality and availability of the Trust’s confidential information and to prevent unauthorized access to or use of such confidential information.

4.  Delivery of Documents.

The Trust shall promptly provide, deliver, or cause to be delivered from time to time, to BNY Mellon the Trust’s Organizational Documents, a copy of any and all SEC exemptive orders issued to the Trust, and Documents and other materials used in the distribution of the Shares and all amendments thereto as may be necessary for BNY Mellon to perform its duties hereunder.  BNY Mellon shall not be deemed to have notice of any information (other than information supplied by BNY Mellon) contained in such Organizational Documents, Documents or other materials until they are actually received by BNY Mellon.

5.  Duties and Obligations of BNY Mellon.

(a)  Subject to the direction and control of the Trust and the provisions of this Agreement, BNY Mellon shall provide to the Trust the administrative services and the valuation and computation services listed on Schedule I attached hereto, as it may be amended by the parties from time to time.

(b)  In performing hereunder, BNY Mellon shall provide, at its expense, office space, facilities, equipment and personnel.

(c)  BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of the Trust, distribution of the Shares of the Trust, maintenance of the Trust’s financial records or other services normally performed by the Trust’s counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Trust or any other person, and the Trust acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder.  The scope of services provided by BNY Mellon under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Trust, unless the parties hereto expressly agree in writing to any such increase in the scope of services.

6

(d)  The Trust shall cause its officers, advisors, the Sponsor, distributor, independent accountants, current administrator (if any), transfer agent, and any other service provider to cooperate with BNY Mellon and to provide BNY Mellon, upon request, with such information, documents and advice relating to the Trust as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder.  In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons.  BNY Mellon shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Trust to cause any information, documents or advice to be provided to BNY Mellon as provided herein and shall be held harmless by the Trust when acting in reliance upon such information, documents or advice relating to the Trust.  All fees or costs charged by such persons shall be borne by the Trust.  In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information.

(e)  Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to same or all of the services provided hereunder.

(f)  The Trust shall furnish BNY Mellon with any and all instructions, explanations, information, specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of the Trust’s liabilities and expenses, and the value of any securities lending related collateral investment account(s).  BNY Mellon shall not be required to include as Trust liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state, or foreign income taxes unless the Trust shall have specified to BNY Mellon in Instructions the precise amount of the same to be included in liabilities and expenses or used to reduce Net Asset Value.  The Trust shall also furnish BNY Mellon with bid, offer, or market values of securities if BNY Mellon notifies the Trust that same

7

are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Trust directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder.  At any time and from time to time, the Trust also may furnish BNY Mellon with bid, offer, or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder.  BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service.  In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Trust.

(g)  BNY Mellon may apply to an Authorized Person of the Trust for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Trust, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions.  Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken.  BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted.

(h)  BNY Mellon may consult with counsel to the Trust or its own external counsel, at the Trust’s expense, with respect to any matter arising in connection with the services to be performed by BNY Mellon under this Agreement and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the written advice or opinion of such counsel.

(i)  Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall have no duty or obligation with respect to,

8

including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Trust, (ii) the taxable nature or effect on the Trust or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Trust to its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of the Trust making or not making any distribution or dividend payment, or any election with respect thereto.  Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles.  BNY Mellon is solely responsible for processing such securities, as identified by the Trust or its Authorized Persons, in accordance with U.S. tax laws and regulations.

(j)  BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I attached hereto, and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement.

(k)  BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Trust’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and amounts receivable or amounts payable for the sale or redemption of the Shares effected by or on behalf of the Trust.  In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Trust directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information.  Without limiting the generality of the foregoing, BNY Mellon shall not be

9

required to inquire into any valuation of securities or other assets by the Trust or any third party described in this sub-section (k) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.

(l)  BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to the Trust is or will be actually paid, but will accrue such interest until otherwise instructed by the Trust.

(m)  BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occurring directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications, computer (hardware or software) services, or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Upon the occurrence of any such delay or failure BNY Mellon shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances.  Nor shall BNY Mellon be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement.

(n)  BNY Mellon will implement business continuity and disaster recovery plans designed to minimize interruptions of service and ensure recovery of systems and applications used to provide the Services.  Such plans shall cover the facilities, systems, applications and employees that are critical to the provision of the Services, and will be tested at least annually to validate that the recovery strategies, requirements and protocols are viable and sustainable.

10

6.  Allocation of Expenses.

Except as otherwise provided herein, all costs and expenses arising or incurred in connection with the performance of this Agreement shall be paid by the Trust, including but not limited to, organizational costs and costs of maintaining corporate existence, taxes, interest, brokerage fees and commissions, insurance premiums, compensation and expenses of the Trust’s trustees, directors, officers or employees, legal, accounting and audit expenses, management, advisory, sub-advisory, administration and shareholder servicing fees, charges of custodians, transfer and dividend disbursing agents, expenses (including clerical expenses) incident to the issuance, redemption or repurchase of the Shares, fees and expenses incident to the registration or qualification under the Securities Laws, state or other applicable securities laws to the Trust or its Shares, costs (including printing and mailing costs) of preparing and distributing Offering Materials, reports, notices and proxy material to the Trust’s shareholders or members, as applicable, all expenses incidental to holding meetings of the Trust’s trustees, directors and shareholders, and extraordinary expenses as may arise, including litigation affecting the Trust and legal obligations relating thereto for which the Trust may have to indemnify its trustees, directors, officers, managers, and/or members, as may be applicable.

7.  Reserved.

8.  Regulatory Administration Services.

(a)  If Schedule I contains a requirement for BNY Mellon to provide the Trust with compliance support services and/or Regulatory Administration services, such services shall be provided pursuant to the terms of this Section 8 (such services, collectively hereinafter referred to as the “Regulatory Support Services”).

(b)  Notwithstanding anything in this Agreement to the contrary, the Regulatory Support Services provided by BNY Mellon under this Agreement are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Trust or any other person.

(c)  All work product produced by BNY Mellon in connection with its provision of Regulatory Support Services under this Agreement is subject to review and approval

11

by the Trust and by the Sponsor’s legal counsel.  The Regulatory Support Services performed by BNY Mellon under this Agreement will be at the request and direction of the Trust and/or its officers or other Authorized Persons, as applicable.  BNY Mellon disclaims liability to the Trust, and the Trust is solely responsible, for the selection, qualifications and performance of the Trust’s officers or other Authorized Persons and the adequacy and effectiveness of the Trust’s compliance program.

9.  Standard of Care; Indemnification.

(a)  In performing all of its duties and obligations hereunder, BNY Mellon shall exercise the standard of care and diligence that a professional service provider would observe in the provision of the services rendered pursuant to this Agreement. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any and all costs, losses, charges, expenses, damages, liabilities or claims, including reasonable and documented attorneys’ and accountants’ fees and expenses (collectively, “Losses”) incurred by or asserted against the Trust, except those Losses arising out of BNY Mellon’s own gross negligence, bad faith or willful misconduct.  In no event shall BNY Mellon or any BNY Mellon Affiliate be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.  BNY Mellon and any BNY Mellon Affiliate shall not be liable for any Losses resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, unless such Losses arise out of the bad faith, gross negligence or willful misconduct of BNY Mellon, nor shall BNY Mellon be liable for any Losses for delays caused by circumstances beyond the reasonable control of BNY Mellon or any agent of BNY Mellon and which adversely affect the performance by BNY Mellon of its obligations and duties hereunder or by any other agent of BNY Mellon.

(b)  The Trust agrees to indemnify BNY Mellon and any BNY Mellon Affiliate (the “Indemnities”) and agrees to hold the Indemnities harmless from and against any and all Losses sustained or incurred by or asserted against an Indemnitee by reason of or as a result of any action taken or omitted to be taken by any Indemnitee or otherwise  or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may

12

thereafter have been altered, changed, amended or repealed, (ii) the Trust’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of legal counsel for the Trust or BNY Mellon, or arising out of transactions or other activities of the Trust which occurred prior to the commencement of this Agreement; provided, however, that the Trust shall not indemnify any Indemnitee for any Losses arising out of such Indemnitee’s own bad faith, gross negligence or willful misconduct in the performance of this Agreement.   This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Trust shall indemnify the Indemnitees against and save the Indemnitees harmless from any loss, damage or expense, including reasonable and documented counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:

I.  Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by or on behalf of the Trust;

II.  Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Trust or otherwise without gross negligence, bad faith or willful misconduct;

III.  Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for the Trust or its own counsel, provided that such written advice or opinion of counsel is obtained in accordance with Section 5(h);

IV.  Any improper use by the Trust or its agents, distributor or Sponsor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement;

V.  The method of valuation of the securities and the method of computing the Net Asset Value of the Trust and the Shares; or

VI.  Any valuations of securities, other assets, or the Net Asset Value provided by the Trust.

(c)  Actions taken or omitted in reliance on Instructions or upon any

13

information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be from an Authorized Person, or upon the opinion of legal counsel for the Trust or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith.

10.  Compensation.

For the services provided hereunder, the Trust agrees to pay BNY Mellon such compensation as is mutually agreed to in writing by the Trust and BNY Mellon from time to time and such reasonable out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, costs of independent compliance reviews, record retention costs, reproduction charges and transportation and lodging costs) as are incurred by BNY Mellon in performing its duties hereunder.  Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid monthly.  The Trust authorizes BNY Mellon to debit the Trust’s custody account for all amounts due and payable hereunder.  BNY Mellon shall deliver to the Trust invoices for all services rendered.  Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement.  For the purpose of determining compensation payable to BNY Mellon, the Trust’s Net Asset Value shall be computed at the times and in the manner specified in the Trust’s Offering Materials.

11.  Records; Visits.

(a)  The books and records pertaining to the Trust which are in the possession or under the control of BNY Mellon shall be the property of the Trust.  The Trust and Authorized Persons shall have access to such books and records at all times during BNY Mellon’s normal business hours.  Upon the reasonable request of the Trust, copies of any such books and records shall be promptly provided by BNY Mellon to the Trust or to an Authorized Person, at the Trust’s expense.  BNY Mellon will promptly deliver to the Trust or to any designated third party the Trust’s books and records created and maintained by BNY Mellon as well as any books and records of the Trust maintained but not created by BNY Mellon.

(b)  BNY Mellon shall keep all (i) books and records with respect to the Trust’s books of account, (ii) records of the Trust’s transactions in securities and other assets, and (iii) all other

14

books and records as required pursuant to Section 31 of the Investment Company Act of 1940, as amended, and rules thereunder, as if the Trust were subject to such requirements, and will maintain those books and records of the Trust according to such requirements.

12.  Term of Agreement.

(a)  This Agreement shall be effective on the date first written above and, unless terminated pursuant to its terms, shall continue until 11:59 PM on the date which is the third anniversary of such date (the “Initial Term”) and shall automatically renew in accordance with Section 12(b) below unless otherwise terminated in accordance with this Agreement.

(b)  This Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”), unless the Trust or BNY Mellon gives written notice to the other party of its intent not to renew and such notice is received by the other party not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term (a “Non-Renewal Notice”).  In the event a party provides a Non-Renewal Notice, this Agreement shall terminate at 11:59 PM (Eastern Time Zone) on the last day of the Initial Term or Renewal Term, as applicable.

(c)  If a party materially breaches this Agreement (a “Defaulting Party”) the other party (the “Non‑Defaulting Party”) may give written notice thereof to the Defaulting Party (“Breach Notice”), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party (“Breach Termination Notice”), in which case this Agreement shall terminate as of 11:59 PM (Eastern Time Zone) on the thirtieth (30^th) day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice (but not later than the last day of the Initial Term or then-current Renewal Term, as appropriate). In all cases, termination by the Non‑Defaulting Party shall not constitute a waiver by the Non‑Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

(d)  Notwithstanding any other provision of this Agreement, either party may in its sole discretion terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such

15

party any such case or proceeding; (ii)  a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against such party any such case or proceeding; (iii) a party makes a general assignment for the benefit of creditors; or (iv) a party admits in any recorded medium, written, electronic or otherwise, its inability to pay its debts as they come due.  A termination right may be exercised under this Section 12(d) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.  Any exercise by a party of its termination right under this Section 12(d) shall be without any prejudice to any other remedies or rights available to such party and shall not be subject to any fee or penalty, whether monetary or equitable.  Notwithstanding the provisions of Section 18, notice of termination under this Section 12(d) shall be considered given and effective when given, not when received.

(e)  Notwithstanding any provision in this agreement to the contrary, in the event this Agreement terminates or expires at the end of a calendar quarter, other than as a result of a termination described in Sections 12(c) and 12(d) above, each of the Trust and BNY Mellon agrees that BNY Mellon shall provide assistance to the Trust solely with respect to the preparation and filing of the applicable Form 10-K or 10-Q (the “Reporting Service”), and, notwithstanding the termination of expiration of this Agreement, such Reporting Services shall be performed subject to the terms and conditions of this Agreement relating to the duties and obligations of BNY Mellon and the Trust as if this Agreement had not terminated or expired. In connection with the provision of the Reporting Service, BNY Mellon shall be entitled to reasonable compensation for such Reporting Services subject to and in accordance with Section 10 of this Agreement. Upon completion of the Reporting Service, the Agreement shall terminate in accordance with its terms.  For the avoidance of doubt, BNY Mellon shall not be obligated to perform the Reporting Service in the event of a termination of this Agreement pursuant to Section 12(c) or Section 12(d) above.

13.  Amendment.

This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and the Trust.

16

14.  Assignment; Subcontracting.

(a)  This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by either party without the written consent of the other party.

(b)   Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the Trust thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the Trust and (B) limit BNY Mellon’s liability such that BNY Mellon shall only be liable for  failure to reasonably select such unaffiliated third party, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (iv) BNY Mellon, in the course of providing certain additional services requested by the Trust, including but not limited to, Typesetting services (“Vendor Eligible Services”) as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality.  BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor.  Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and the Trust is free to attempt to contract

17

directly with the Vendor for the provision of the Vendor Eligible Services.

(c)  As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Trust will pay to BNY Mellon such fees as may be agreed to in writing by the Trust and BNY Mellon.  In turn, BNY Mellon will be responsible for paying the Vendor’s fees.  For the avoidance of doubt, BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it by the Vendor, and BNY Mellon will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the Vendor as compensation for the additional services provided by BNY Mellon in the course of making the Vendor Eligible Services available to the Trust.

15.  Governing Law; Consent to Jurisdiction.

This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof.  The Trust hereby consents to the non-exclusive jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder, and waives to the fullest extent permitted by law its right to a trial by jury.  To the extent that in any jurisdiction the Trust may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Trust irrevocably agrees not to claim, and it hereby waives, such immunity.

16. Severability.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

17.  No Waiver.

Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time.  No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any

18

single or partial exercise by such party of any right preclude any other or future exercise thereof or the exercise of any other right.

18.  Notices.

All notices, requests, consents and other communications pursuant to this Agreement in writing shall be sent as follows:

if to the Trust, at

Sprott ESG Gold ETF

c/o Sprott Asset Management LP

320 Post Road, Suite 230

Darien, Connecticut 06820

Attention: Whitney George

Email: wgeorge@sprottusa.com

if to BNY Mellon, at

BNY Mellon
240 Greenwich Street
New York, New York 10286
Attention: ETF Operations

with a copy to:

The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: Legal Dept. – Asset Servicing

or at such other place as may from time to time be designated in writing.  Notices hereunder shall be effective upon receipt.

19.  Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts together shall constitute only one instrument.

19

20.  Reserved.

21.  Confidentiality.

(a)  Each party shall keep confidential any information relating to the other party’s business (including, without limitation, the business of the Sponsor) (“Confidential Information”).  Confidential Information shall include this Agreement and (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Trust or BNY Mellon and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Trust or BNY Mellon a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know‑how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential.  Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law or regulation, provided, however, the party making such required disclosure shall first notify the other party (to the extent permissible) and shall, if practicable, afford the other party a reasonable opportunity to seek confidential treatment if it wishes to do so; (f) is relevant to the defense of any claim or cause of action asserted against the receiving party; (g) is Trust information provided by BNY Mellon in connection with an independent third party compliance or other review; (h) is released in connection with the provision of services under this Agreement; or (i) has been or is

20

independently developed or obtained by the receiving party.  The provisions of this Section 20 shall survive termination of this Agreement for a period of one (1) year after such termination.

(b)  The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”).  The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer.  The Trust confirms that it is authorized to consent to the foregoing.

22.  Non-Solicitation.

During the term of this Agreement and for one (1) year thereafter, the Trust shall not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY Mellon’s employees, and the Trust shall cause the Trust’s sponsor and any affiliates of the Trust to not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY Mellon’s employees.  To “knowingly” solicit, recruit or hire within the meaning of this provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of a BNY Mellon employee by the Trust, the Trust’s sponsor or an affiliate of the Trust if the BNY Mellon employee was identified by such entity solely as a result of the BNY Mellon employee’s

21

response to a general advertisement by such entity in a publication of trade or industry interest or other similar general solicitation by such entity.

[Signature page follows.]

22

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the latest date set forth below.

SPROTT ESG GOLD ETF, by Sprott Asset Management LP, its sponsor
By:	/s/	Whitney George
Name:		Whitney George
Title:		Director
Date:		July 4, 2022

THE BANK OF NEW YORK MELLON
By:	/s/	Michael Spates
Name:		Michael Spates
Title:		Vice President
Date:		July 20, 2022

23

EXHIBIT A

I, John Ciampaglia, of Sprott Asset Management LP, the sponsor (“Sponsor”) of Sprott ESG Gold ETF, a Delaware trust (the “Trust”), do hereby certify that:

The following individuals serve in the following positions with the Sponsor, and further certify that the following officers or employees of the Sponsor have been duly authorized in conformity with the Trust’s Organizational Documents, and the signatures set forth opposite their respective names are their true and correct signatures.  Each such person is designated as an Authorized Person under the Trust Administration and Accounting Agreement, initially made as of May 11, 2021, as amended and restated as of June 29, 2022, between the Trust and The Bank of New York Mellon.

Name	Position	Signature
Whitney George	Director	/s/ Whitney George

This certificate supersedes any certificate of Authorized Persons you may currently have on file.

[seal]	By:	/s/	John Ciampaglia
	Name:		John Ciampaglia
	Title:		Chief Executive Officer
	Date:		July 4, 2022

SCHEDULE I

Schedule of Services

All services provided in this Schedule of Services are subject to the review and approval of the Trust and accountants of the Trust, as may be applicable.  The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”.

VALUATION AND COMPUTATION ACCOUNTING SERVICES

BNY Mellon shall provide the following valuation and computation accounting services for the Trust:

● Journalize investment, capital share and income and expense activities;

● Maintain individual ledgers for investment securities and other assets;

● Maintain historical tax lots for each security;

● Reconcile cash and investment balances of the Trust with the Trust’s custodian and provide the Sponsor, as applicable, with the beginning cash balance available for investment purposes upon request;

● Calculate various contractual expenses;

● Calculate capital gains and losses;

● Calculate daily distribution rate per share;

● Determine net income;

● Obtain market quotes and currency exchange rates from pricing services approved by the Sponsor, or if such quotes are unavailable, then obtain such prices from the Sponsor, and in either case, calculate the market value of the Trust’s investments in accordance with the Trust’s valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Trust’s investments itself or to confirm or validate any information or valuation provided by the Sponsor or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations;

● Compute Net Asset Value in accordance with the Trust’s Offering Materials and valuation policy and procedures;

• Such Net Asset Value reports and statements shall be provided to the Trust and to Authorized Participants on days when the exchange listing the Trust is operating, in each case by such means as BNY Mellon and the Trust may agree upon from time to time.

● Transmit or make available a copy of the daily portfolio valuation to the Sponsor;

● Publish basket to NSCC on for each day on which trading occurs on the NYSE, if needed;

● Compute yields and portfolio average dollar-weighted maturity as applicable; and

● Compute portfolio turnover rate for inclusion in the annual and quarterly shareholder reports.

FINANCIAL REPORTING

BNY Mellon shall provide the following financial reporting services for the Trust:

Prepare, circulate and maintain the Trust’s financial reporting production calendar.

Prepare, Review and File Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K in accordance with U.S. GAAP and with deference to Sponsor preferences in a timely fashion

● Statements of Financial Condition

● Schedules of Investments

● Statements of Operations

● Statements of Changes in Shareholders’ Equity

● Statements of Cash Flows

● Notes to Financial Statements

● Trust Combined Statements

Review/Prepare other financial data included in the 10-Qs and 10-Ks.

Prepare Quarterly Reports on Form 10-Q for the Trust for each of the first three fiscal quarters of the Trust, and Annual Report on Form 10-K for the Trust’s fiscal year, or as requested by the Sponsor.  The preparation of each Form 10-Q and 10-K includes facilitating delivery of the filing to the printer, coordination of all printer and author edits, the review of printer drafts.

Upon review and approval of each form 10-K and 10-Q by the Sponsor’s Principal Financial Officer (or such person performing such functions), the Administrator shall coordinate the edgarization and filing, or cause to be edgarized and filed, such reports with the SEC, including any applicable executive officer certifications or other exhibits to such reports.  The Administrator shall also coordinate with the printer a file that can be uploaded to the Sponsor’s Website.

TRUST ADMINISTRATION SERVICES

BNY Mellon shall provide the following Trust administration services for the Trust:

● Establish appropriate expense accruals and compute expense ratios, maintain expense files and coordinate the payment of Trust approved invoices;

● Calculate Trust approved income and per share amounts required for periodic distributions to be made by the Trust;

● Calculate total return information;

● Coordinate the Trust’s annual audit (including the services listed above under the heading “Financial Reporting”); and

● If the chief executive officer or chief financial officer of the Trust is required to provide a certification as part of the Trust’s Forms 10-Q or 10-K filings pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification.  Such sub-certification is to be in such form and

relating to such matters as agreed to by BNY Mellon in advance.  BNY Mellon shall be required to provide the sub-certification only during the term of the Agreement and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification.  For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation.

IRS CIRCULAR 230 DISCLOSURE:

            To ensure compliance with requirements imposed by the Internal Revenue Service, BNY Mellon informs the Trust that any U.S. tax advice contained in any communication from BNY Mellon to the Trust (including any future communications) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein.

EX-10.5

Exhibit 10.5

  Execution Copy      

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT is initially made as of the 11th day of May, 2021, as amended and restated as of the 29th day of June 2022, by and between SPROTT ESG GOLD ETF, a statutory trust formed under the laws of the State of Delaware (the “Trust”), having its principal office and place of business at 320 Post Road, Suite 230, Darien, Connecticut 06820, and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

WHEREAS, the Trust will ordinarily issue for purchase and redeem shares of the Trust (the “Shares) only in aggregations of Shares known as “Creation Units” (currently 50,000 shares) (each a “Creation Unit”) principally in kind;

WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (“DTC”), or its nominee (Cede & Co.), will be the registered owner (the “Shareholder”) of all Shares; and

WHEREAS, the Trust desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.  Terms of Appointment; Duties of the Bank

1.1  Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trust’s dividend disbursing agent.

1.2  Pursuant to such appointment, the Bank agrees that it will perform the following services:

(a)  In accordance with the terms and conditions of this Agreement and Authorized Participant Agreement (“Participant Agreement”), a form of which is attached hereto as Exhibit A, the Bank shall:

(i)  Perform and facilitate the performance of purchases and redemption of Creation Units;

(ii)  Prepare and transmit by means of DTC’s book‑entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust on behalf of the Trust;

(iii)  Maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust and held by the Shareholder;

(iv)  Record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares. The Bank shall have no obligation, when recording the

issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust;

(v)  Prepare and transmit to the Trust and the Trust’s administrator and to any applicable securities exchange (as specified to the Bank by the Trust or its administrator) information with respect to purchases and redemptions of Shares;

(vi)  On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to the Trust’s administrator and/or other applicable agent of the Trust the number of outstanding Shares;

(vii)  On days that the Trust may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to the Bank, the Trust and DTC the amount of Shares purchased on such day;

(viii)  Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request;

(ix)  Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;

(x)  Extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities;

(xi)  Distribute or maintain, as directed by the Trust, amounts related to purchases and redemptions of Creation Units and dividends and distributions;

(xii)  Maintain those books and records of the Trust specified by the Trust in Schedule A attached hereto;

(xiii)  Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily basis the net number of Shares either redeemed or purchased on such Business Day (for purposes of this Agreement, the term “Business Day” shall mean any day other than a Saturday or a Sunday on which the New York Stock Exchange is scheduled to be open for business) and with respect to each Authorized Participant purchasing or redeeming Shares, the amount of Shares purchased or redeemed;

(xiv)  Receive from the Trust’s administrator or from its agent purchase orders from Authorized Participants (as defined in the Participant Agreement) for Creation Units received in good form and accepted by or on behalf of the Trust by the Trust’s administrator and/or other applicable agent, transmit appropriate trade instructions to the National Securities Clearing Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of the Trust and hold such Shares in the account of the Shareholder for the Trust;

(xv)  Receive from the Authorized Participants redemption requests, deliver the appropriate documentation thereof to The Bank of New York Mellon as custodian for the Trust and/or other entities designated by the Trust, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Authorized Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearing Corporation, if applicable, and redeem the appropriate number of Shares held in the account of the Shareholder; and

2

                 (xvi)  Confirm the name, U.S. taxpayer identification number and principal place of business of each Authorized Participant.

(b)  The Bank may execute transactions directly with Authorized Participants to the extent necessary or appropriate to enable the Bank to carry out any of the duties set forth in items (i) through (xvi) above.

(c)  Except as otherwise instructed by the Trust, the Bank shall process all transactions in the Trust in accordance with the policies and procedures mutually agreed upon between the Trust and the Bank with respect to the proper net asset value to be applied to purchases received in good order by the Bank or from an Authorized Participant before any cut-offs established by the Trust, and such other matters set forth in items (i) through (xvi) above as these policies and procedures are intended to address.

(d)  The Bank may maintain and manage, as agent for the Trust, such accounts as the Bank shall deem necessary for the performance of its duties under this Agreement, including, but not limited to, the processing of Creation Unit purchases and redemptions; and the payment of dividends and distributions.  The Bank may maintain such accounts at financial institutions deemed appropriate by the Bank in accordance with applicable law.

(e)  In addition to the services set forth in the above sub-section 1.2(a), the Bank shall: perform the customary services of a transfer agent and dividend disbursing agent including, but not limited to, maintaining the account of the Shareholder, maintaining the items set forth on Schedule A attached hereto, and performing such services identified in each Participant Agreement.

(f)  The following shall be delivered to DTC participants as identified by DTC as the Shareholder for book-entry only securities:

(i)  Periodic reports of the Trust required by the Securities Exchange Act of 1934, as amended, and rules thereunder;

(ii)  Trust proxies, proxy statements and other proxy soliciting materials;

(iii)  Trust prospectus and amendments and supplements thereto, including stickers;

(iv)  Other communications as the Trust may from time to time identify as required by law or as the Trust may reasonably request; and

(v)  The Bank shall provide additional services, if any, as may be agreed upon in writing by the Trust and the Bank.

(g)  The Bank shall keep all books and records relating to the services to be performed hereunder in the form and manner required pursuant to Section 31 of the Investment Company Act of 1940, as amended, and rules thereunder, as if the Trust was subject to such requirements. All such books and records shall be the property of the Trust and will be preserved, maintained and made available in accordance with the aforementioned requirements, and will be surrendered promptly to the Trust on and in accordance with its request.

3

2.  Fees and Expenses

2.1  The Bank shall receive from the Trust such compensation for the Transfer Agent’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties.  The fees are accrued daily and billed monthly and shall, subject to Section 2.3 below, be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement.

2.2  In addition to the fee paid under Section 2.1 above, the Trust agrees to reimburse the Bank for reasonable out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Trust securities shall be borne by the relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, will be reimbursed by the Trust. Notwithstanding the foregoing, in no event shall the Trust be responsible for the reimbursement of any expenses that are incurred by the Bank as a result of the Bank’s gross negligence, willful misconduct or breach of any of its representations.

2.3  The Trust agrees to pay the fees and reimbursable expenses within ten business days following the receipt of the respective billing notice accompanied by supporting documentation, as appropriate. Postage for mailing of dividends, proxies, Trust reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Trust at least seven (7) days prior to the mailing date of such materials.

2.4  The Trust hereby represents and warrants to the Bank that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the Bank or to Sprott Asset Management LP, the sponsor of the Trust (the “Sponsor”), in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by the Bank to such sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Sponsor of the Trust and that, if required by applicable law, the Sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits.

3.  Representations and Warranties of the Bank

3.1  The Bank represents and warrants to the Trust that:

(a)  It is a banking company duly organized and existing and in good standing under the laws of the State of New York;

(b)  It is duly qualified to carry on its business in the State of New York;

(c)  It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into, and perform its obligations under, this Agreement;

(d)  All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;

4

(e)  It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement;

(f)  During the term of this Agreement, it will implement and maintain an information security program (“ISP”) with written policies and procedures reasonably designed to protect the confidentiality and integrity of the confidential information of the Trust provided to Bank in accordance with this Agreement and when in Bank’s possession or under Bank’s control; the ISP will include administrative, technical and physical safeguards appropriate to the type of confidential information concerned, reasonably designed to protect the integrity, confidentiality and availability of the Trust’s confidential information and to prevent unauthorized access to or use of such confidential information;

(g)  It possesses, and will maintain, all licenses, registrations, authorizations and approvals required by any governmental agency, regulatory authority or other party necessary for it to engage in the provision of the services contemplated by this Agreement; and

(h)  It has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

4.  Representations and Warranties of the Trust

4.1  The Trust represents and warrants to the Bank that:

(a)  It is duly organized and existing under the laws of Delaware;

(b)  It is empowered under applicable laws and by its trust agreement (“Trust Agreement”) to enter into and perform this Agreement;

(c)  A registration statement under the Securities Act of 1933, as amended, on behalf of each of the Trusts has become effective (or will become effective before services are to be provided under this Agreement), will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Trust being offered for sale; and

(d) It has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

5.  Indemnification

5.1  The Bank shall not be responsible for, and the Trust shall indemnify and hold the Bank and its directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, charges, counsel fees, including, without limitation, those incurred by the Bank in a successful defense of any claims by the Trust, payments, expenses and liability (“Losses”) which may be sustained or incurred by or which may be asserted against the Bank in connection with or relating to this Agreement or the Bank’s actions or omissions with respect to this Agreement, or as a result of acting upon any instructions reasonably believed by the Bank to have been duly authorized by the Trust or upon

5

reasonable reliance of information or records given or made by the Trust; except for any Losses for which the Bank has accepted liability pursuant to Article 6 of this Agreement.

5.2  The indemnification provision in Section 5.1 shall apply to actions taken or omissions pursuant to this Agreement or a Participant Agreement.

6.  Standard of Care and Limitation of Liability

6.1 The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to the Trust for direct money damages caused by its own gross negligence or willful misconduct or that of its employees, or its breach of any of its representations.  The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article.  In no event shall the Bank or the Trust be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable.  For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard of care:

(a)  The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust including but not limited to any previous transfer agent or registrar;

(b)  The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any instructions or requests of the Trust or instructions or requests on behalf of the Trust; or

(c)  The offer or sale of Shares by or for the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

7.  Concerning the Bank

7.1  The Bank may employ agents or attorneys-in-fact which are not affiliates of the Bank with the prior written consent of the Trust (which consent shall not be unreasonably withheld), and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of such agents or attorneys-in-fact, provided that the Bank acts in good faith and with reasonable care in the selection and retention of such agents or attorneys-in-fact.

7.2  The Bank may, without the prior consent of the Trust, enter into subcontracts, agreements and understandings with any Bank affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder.  No such subcontract, agreement or understanding shall discharge Bank from its obligations hereunder.

7.3  The Bank shall be entitled to conclusively rely upon any written or oral instruction actually received by the Bank and reasonably believed by the Bank to be duly authorized and delivered.  The Trust agrees to forward to the Bank written instructions confirming oral instructions by the close of business of the same day that such oral instructions are given to the Bank. The Trust agrees that the fact that such confirming written instructions are not received or that contrary written instructions are received by the Bank shall in no way affect the validity or enforceability of transactions authorized by such oral instructions and effected by the Bank.  If the Trust elects to transmit written instructions through an on-

6

line communication system offered by the Bank, Trust’s use thereof shall be subject to the terms and conditions attached hereto as Exhibit B.

7.4  The Bank shall establish and maintain a disaster recovery plan and back-up system satisfying the requirements of its regulators (the “Disaster Recovery Plan and Back-Up System”).  The Bank shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control which are not a result of its gross negligence, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruption, loss or malfunctions of transportation, computer (hardware or software) or communication services; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation, provided that the Bank has established and is maintaining the Disaster Recovery Plan and Back-Up System, or if not, that such delay or failure would have occurred even if the Bank had established and was maintaining the Disaster Recovery Plan and Back-Up System.  Upon the occurrence of any such delay or failure the Bank shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances.

7.5  The Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and the Participant Agreements, and no covenant or obligation shall be implied against the Bank in connection with this Agreement, except as set forth in this Agreement and the Participant Agreements.

7.6  At any time the Bank may apply to an officer of the Trust, but is not obligated to do so, for written instructions with respect to any matter arising in connection with the Bank’s duties and obligations under this Agreement, and the Bank, its agents, and subcontractors shall not be liable for any action taken or omitted to be taken in good faith in accordance with such instructions.  Such application by the Bank for instructions from an officer of the Trust may, at the option of the Bank, set forth in writing any action proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Bank shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Bank has received written or oral instructions in response to such application specifying the action to be taken or omitted.  In connection with the foregoing, the Bank may consult with legal counsel of its own choosing, but is not obligated to do so, and advise the Trust if any instructions provided by the Trust at the request of the Bank pursuant to this Article or otherwise would, to the Bank’s knowledge, cause the Bank to take any action or omit to take any action contrary to any law, rule, regulation or commercially reasonable practice for similarly situated service providers.  In the event a situation or circumstance arises whereby the Bank adopts a course of conduct in reliance upon written legal advice it has received (which need not be a formal opinion of counsel) and the course of conduct is not identical to the course of conduct contained in the instructions received from the Trust, the Bank may rely upon and follow the written legal advice without liability hereunder provided it otherwise acts in compliance with this Agreement and notifies the Trust of its determination.

7.7  The Bank, its agents and subcontractors may act upon any paper or document, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Bank or its agents or subcontractors by or on behalf of the Trust by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.

7

7.8  The Bank shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Bank in connection with the services provided by the Bank hereunder.  Notwithstanding the foregoing, the parties hereto acknowledge that the Trust shall retain all ownership rights in Trust data residing on the Bank’s electronic system.

7.9  Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under no duty or obligation to inquire into, and shall not be liable for:

(a)  The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Trust to request such issuance, sale or transfer;

(b)  The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Trust to request such purchase;

(c)  The legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares in payment of any stock dividend; or

(d)  The legality of any recapitalization or readjustment of the Shares.

8.  Providing of Documents by the Trust and Transfers of Shares

8.1  The Trust shall promptly furnish to the Bank with a copy of its Trust Agreement and all amendments thereto.

8.2  In the event that DTC ceases to be the Shareholder, the Bank shall re-register the Shares in the name of the successor to DTC as Shareholder upon receipt by the Bank of such documentation and assurances as it may reasonably require.

8.3  The Bank shall have no responsibility whatsoever with respect to of any beneficial interest in any of the Shares owned by the Shareholder.

8.4  The Trust shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

(a)  A certified copy of the amendment to the Trust’s Trust Agreement with respect to such increase, decrease or change; and

(b)  An opinion of counsel for the Trust, in a form reasonably satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor), and (ii) the due and proper listing of the Shares on all applicable securities exchanges.

8.5  Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Trust shall deliver to the Bank:

8

(a)  A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Trust that no other order or consent is required; and

(b)  An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), and (ii) the due and proper listing of the Shares on all applicable securities exchanges.

8.6  The Bank and the Trust agree that all books, records, confidential, non-public, or proprietary information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement (including this Agreement) shall remain confidential, and shall not be voluntarily disclosed to any person other than its auditors, accountants, regulators, employees, agents, attorneys-in-fact or counsel to the extent necessary to perform its obligations under this Agreement or to provide the services contemplated by this Agreement, except as may be, or may become requested or required by law, by regulatory authority, administrative or judicial order or by rule.  To the extent the Bank delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, such agent or subcontractor shall be subject to confidentiality terms consistent with the terms of this Section 8.6. The foregoing confidentiality obligation shall not apply to any information to the extent: (i) it is already known to the receiving party at the time it is obtained; (ii) it is or becomes publicly known or available through no wrongful act of the receiving party: (iii) it is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) it is released by the protected party to a third party without restriction; or (v) it has been or is independently developed or obtained by the receiving party without reference to the information provided by the protected party.

8.7  In case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will promptly employ reasonable commercial efforts to notify the Trust and secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

9.  Termination of Agreement

9.1  The term of this Agreement shall be three years commencing upon the date hereof (the “Initial Term”) and shall automatically renew for additional one-year terms (each a “Subsequent Term”) unless either party provides written notice of termination at least sixty (60) days prior to the end of the Initial Term or any Subsequent Term or, unless earlier terminated as provided below:

(a)  Either party hereto may terminate this Agreement prior to the expiration of the Initial Term or any Subsequent Term in the event the other party breaches any material provision of this Agreement, including, without limitation in the case of the Trust, its obligations under Section 2.1, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within ninety (90) days of receipt of such notice.

(b)  Either party hereto may terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (ii) a party commences as debtor any case or proceeding seeking

9

the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iii) a party makes a general assignment for the benefit of creditors; or (iv) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due.  Either party hereto may exercise its termination right under this Section 9.1(b) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.

9.2  Should the Trust exercise its right to terminate this Agreement, all out‑of‑pocket expenses associated with the movement of records and material will be borne by the Trust.

9.3  The terms of Article 2 (with respect to fees and expenses incurred prior to termination), Article 5 and Article 6 shall survive any termination of this Agreement.

10.  Reserved.

11.  Assignment

11.1  Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party; provided, however, either party may assign this Agreement to a party controlling, controlled by or under common control with it.

11.2  This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

12.  Severability and Beneficiaries

12.1  In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, the legality and enforceability of the remaining provisions shall not in any way be affected thereby provided obligation of the Trust to pay is conditioned upon provision of services.

12.2 This Agreement is solely for the benefit of the Bank and the Trust, and none of any Authorized Participant (as defined in the Participant Agreement),  Shareholder or beneficial owner of any Shares shall be or be deemed a third party beneficiary of this Agreement.

13.  Amendment

This Agreement may be amended or modified by a written agreement executed by both parties.

14.  New York Law to Apply

This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof.  The Trust and the Bank hereby consent to the non-exclusive jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder.  The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.  The Trust and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

10

15.  Merger of Agreement

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

16.  Notices

All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

If to the Bank:

The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: ETF Operations

with a copy to:

The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: Legal Dept. – Asset Servicing

If to the Trust:

Sprott ESG Gold ETF
c/o Sprott Asset Management LP
320 Post Road, Suite 230
Darien, Connecticut 06820
Attention: Whitney George
Email: wgeorge@sprottusa.com

11

17.  Information Sharing

  The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”).  The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes the Bank to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations consistent with the confidentiality obligations contained in this Agreement with respect to such information and (ii) the Bank may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer.  The Trust confirms that it is authorized to consent to the foregoing.

18.  Counterparts

This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature page follows.]

12

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the latest date set forth below.

SPROTT ESG GOLD ETF, by Sprott Asset Management LP, its sponsor
By:	/s/	Whitney George
Name:		Whitney George
Title:		Director
Date:		July 4, 2022

THE BANK OF NEW YORK MELLON
By:	/s/	Michael Spates
Name:		Michael Spates
Title:		Vice President
Date:		July 20, 2022

13

SCHEDULE A

Books And Records To Be Maintained By The Bank

Source Documents requesting Creations and Redemptions

Correspondence/AP Inquiries

Reconciliations, bank statements, copies of canceled checks, cash proofs

Daily/Monthly reconciliation of outstanding Shares between the Trust and DTC

Dividend Records

Year-end Statements and Tax Forms

14

EXHIBIT A

Form of Authorized Participant Agreement

15

EXHIBIT B

Terms and Conditions For On-line Communications System

16

EX-10.7

Exhibit 10.7

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “Agreement”) is initially entered into effective as of the 11th day of May 2021, as amended and restated as of the 29th day of June 2022 (the "Effective Date"), by and between The Bank of New York Mellon, a New York banking corporation ("Licensor"), and Sprott Asset Management LP, the Sponsor to the Sprott ESG Gold ETF ("Licensee").

WHEREAS, Licensor and Licensee have entered into a fee letter agreement dated August 6, 2020 (the "Fee Letter Agreement") regarding the establishment and maintenance of a gold investment product known as the Sprott ESG Gold ETF (“the Gold Trust”).

WHEREAS, in connection with the Gold Trust, Licensee wishes to obtain a license under certain of Licensor's patent rights, and Licensor wishes to grant such license, subject to the terms and conditions of this Agreement.

WHEREAS, pursuant to Section 2 below, the Licensee intends to sublicense the license granted herein to the Gold Trust.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Licensor and Licensee agree as follows:

1. CERTAIN DEFINITIONS.

For the purposes of this Agreement, the following terms have the following meanings:

"Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with a party. In this context, the term "control" means ownership of more than fifty percent (50%) of the voting securities of such entity (or, in the case of a non-corporate entity, equivalent interests). The term "controlled" has a corollary meaning.

"Licensed Product" means the Gold Trust and any gold investment product created after the Effective Date that is sold, sponsored or issued by Licensee in the Territory that is covered by or encompasses a claim contained in Licensor Patent Rights, including, but not limited to the Gold Trust.

"Licensee Improvements" means any improvement, enhancement, modification, derivative work or upgrade to any of Licensor Patent Rights made, conceived, reduced to practice, affixed or otherwise developed by or on behalf of Licensee during the term of this Agreement and solely as exercised under the License.

"Licensor Patent Rights" means: (i) U.S. Patent Application No. 10/680,589, filed on October 6, 2003, entitled "Systems and Methods for Securitizing a Commodity" (the "Patent Application"), (ii) all foreign and international counterparts filed by or on behalf of Licensor, (iii) all continuations, continuations-in-part, divisionals, substitutes and equivalents thereof relating to any of the foregoing patent applications, (iv) all letters patent that are or may be granted from any of the foregoing patent applications, and (v) all know-how related to any of the foregoing patents and patent applications.

"Service Provider" means any entity designated to act in the capacity of any or all of the following, as the context requires: trustee, cash custodian, issuing agent, registrar, agent, administrator or the like for and on behalf of (i) the sponsor, issuer or other entity offering shares in a Licensed Product and/or (ii) any participant of the Gold Trust.

"Territory" means the United States.

2. LICENSE.

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, personal and non-transferable (except as provided in Article 12.1) license under Licensor Patent Rights for the term of this Agreement solely for the purpose of establishing, operating and marketing the Licensed Products in the Territory (the "License").

The License includes the limited right of Licensee to grant sublicenses to the Licensee’s Affiliates, agents, Licensed Products and such Licensed Products’ trustees and custodians (each a "Sublicensee"), but solely in connection with such Sublicensee's establishment, operation and marketing of the Licensed Product and provided that Licensee shall have previously entered into an enforceable, written agreement with each such Sublicensee on terms no less protective of Licensor's rights in the Licensor Patent Rights than the terms in this Agreement and shall provide Licensor with copies of such agreements on request. For the avoidance of any doubt, the Gold Trust is a permitted Sublicensee under this Agreement.

ALL RIGHTS NOT SPECIFICALLY AND EXPRESSLY GRANTED TO LICENSEE IN THIS ARTICLE 2 ARE HEREBY RESERVED TO THE LICENSOR.

3. COVENANT TO LICENSOR.

Licensee hereby covenants and agrees that it will not, directly or indirectly, initiate or participate in any action of any kind against Licensor, its successors and Affiliates, for their use of any Licensee Improvements in connection with establishing, operating or marketing Licensed Products in the Territory based, in whole or in part, on the securitization of any commodity, including currency. This covenant is perpetual, personal, royalty-free and non-exclusive. This covenant shall survive termination or expiration of this Agreement for any reason except termination for Licensor’s breach of this Agreement.

4. PAYMENT.

4.1 The grant of the License hereunder is in consideration for the engagement of Licensor to act as Service Provider for each Licensed Product under terms substantially as set forth in the Fee Letter Agreement, or such other terms as Licensor, Licensee and/or a Licensed Product may mutually agree in writing hereafter. No additional payment of royalties to Licensor shall be required as long as Licensor is so engaged.

2

4.2 In the event that Licensor is not engaged to act as Service Provider for a Licensed Product for any reason, then, to enjoy the benefit of the License with respect to such Licensed Product, Licensee shall thereafter pay Licensor a royalty as follows:

(a) The Licensee shall pay Licensor a running royalty that will accrue daily at the annualized rate of 0.0500% (five basis points) of the total net asset value (as determined pursuant to the policies disclosed in the applicable offering document) of such Licensed Product.

(b) The five basis point running royalties described in the preceding subparagraph (a) shall be collectively identified hereinafter as the "Royalty Fee." Such Royalty Fee shall be due and payable within ten days following the end of each calendar month for which such Royalty Fee has accrued and shall be subject to the Minimum Annual Royalty set forth the following subparagraph (c).

(c) Notwithstanding subparagraph 4.2(a) above:

(i) beginning on the Effective Date, for each year in which there is one Licensed Product (which year shall be measured from the date that is six months after the launch date of the Licensed Product; each such year being defined hereinafter as an "Annual Period"), Licensee shall pay Licensor a minimum annual royalty (the "Minimum Annual Royalty") of not less than Two Hundred Fifty Thousand Dollars ($250,000) per Annual Period for such Licensed Product. If the aggregate Royalty Fees payable to Licensee over an Annual Period for such Licensed Product is less than the Minimum Annual Royalty, then Licensee shall pay Licensor the difference between the Minimum Annual Royalty and the aggregate Royalty Fees payable to Licensee over such Annual Period for such Licensed Product, which payment shall be due and payable within 30 days after the end of the applicable Annual Period.

(ii) beginning on January 1, 2021, for each year in which there are seven or more Licensed Products (which year shall be measured from the date that is six months after the launch date of the final Licensed Product to be launched; each such year being defined hereinafter as an "Annual Period"), Licensee shall pay Licensor a Minimum Annual Royalty of not less than One Million Two Hundred Fifty Thousand Dollars ($1,250,000) per Annual Period for such Licensed Products. If the aggregate Royalty Fees payable to Licensor over an Annual Period for such Licensed Products are less than the Minimum Annual Royalty, then Licensee shall pay Licensor the difference between the Minimum Annual Royalty and the aggregate Royalty Fees payable to Licensee over such Annual Period for such Licensed Products, which payment shall be due and payable within 30 days after the end of the applicable Annual Period.

All payments to Licensor hereunder shall be made in United States dollars either by corporate check to Licensor at the address specified in Article 12 (or such other address as

3

Licensor may hereafter designate in writing) or by wire transfer to a bank account designated by Licensor in writing. Payments to Licensor hereunder shall be deemed made as of the day on which they are received by Licensor at such address or bank account. Late payments shall accrue interest from the date due at the rate that is the lesser of 1.5% per month or the maximum rate permitted by law.

Except with respect to any taxes assessed directly upon Licensor's income, all amounts payable by Licensee under this Agreement are exclusive of any taxes that are or may be assessed or imposed by any governmental authority in any jurisdiction in connection with establishing, operating and marketing such Licensed Product, including without limitation, any sales, use, excise, value-added, personal property, export, import or withholding taxes, which taxes shall all be assumed and paid by Licensee.

5. REPORTS, RECORDS AND AUDITS.

During the term of this Agreement, for so long as Licensee has a royalty obligation to Licensor under the terms hereof, Licensee shall deliver to Licensor within ten (10) days of the end of each calendar month a report setting forth in reasonable detail the Royalty Fee due to Licensor for such calendar month and Licensee's calculation of the same.

During the term of this Agreement, for so long as Licensee has a royalty obligation to Licensor under the terms hereof and for three (3) years thereafter, Licensee shall keep complete and accurate books and records in sufficient detail to enable Licensor to verify the amounts due to it hereunder.

During the term of this Agreement, for so long as Licensee has a royalty obligation to Licensor under the terms hereof and for three (3) years thereafter, Licensor shall have the right, through a qualified independent auditor, to review and audit the books and records of Licensee for the purpose of verifying the accuracy of royalty payments made by Licensee under this Agreement. Such reviews and audits shall be conducted with reasonable prior written notice to Licensee, at Licensee's place of business and during Licensee's normal business hours, and shall not be conducted more than once per calendar year. Each review and audit hereunder shall be at Licensor's sole cost and expense; provided, however, that Licensee shall promptly reimburse Licensor for all costs and expenses actually incurred in connection with a review and audit if the auditor determines that Licensee has underpaid by five percent (5%) or more during the relevant period under examination. Licensee will promptly pay Licensor the amount of any underpayment revealed by a review and audit, plus interest at the rate that is the lesser of 1.5% per month or the maximum rate allowed by law from the dates that any unpaid amounts were due.

6. ENFORCEMENT.

Licensee shall promptly (i) notify Licensor of any potential or actual infringement by a third party of Licensor Patent Rights of which Licensee becomes aware, and (ii) provide to Licensor all evidence of such infringement in Licensee's possession, custody or control. Licensor shall have the sole right, but not the obligation, to initiate any legal action at its own expense against such infringement and to recover damages and enforce any injunction

4

granted as a result of any judgment in Licensor's favor. Licensor shall have sole control over any such action including, without limitation, the sole right to settle and compromise such action. In the event of a dispute between Licensor and any third party regarding the infringement, validity or enforceability of Licensor Patent Rights, Licensee agrees, at Licensor's expense, to do all things reasonably requested by Licensor to assist Licensor in connection with such dispute.

7. TERM AND TERMINATION.

This Agreement shall commence on the Effective Date and, unless earlier terminated according to the terms of this Agreement, shall expire upon the expiration or lapse of the last-to-expire or lapse of the Licensor Patent Rights (or, if earlier, upon the entry of a final order by a court of competent jurisdiction, which order is not appealable or regarding which appeal is not taken, effectively holding that there is no valid claim included in the Licensor Patent Rights).

During the term of this Agreement, Licensor shall diligently prosecute and/or maintain Licensor Patent Rights. If no letters patent are granted on the applications specified in Licensor Patent Rights or if all such applications are finally rejected without appeal being taken or are abandoned, withdrawn or otherwise lapse, then the License granted pursuant to this Agreement shall terminate immediately. Licensor shall notify Licensee promptly in writing if the foregoing events shall occur.

The License granted pursuant to this Agreement will terminate immediately, without any requirement for Licensor to provide notice, with respect to any Licensed Product that is terminated.

In addition, either party may terminate this Agreement by written notice at any time if the other party materially breaches this Agreement and fails to cure such breach with thirty (30) days following receipt of written notice thereof from the non-breaching party. Upon any termination or expiration of this Agreement, all rights and obligations under this Agreement (including Licensee's rights under the License) will immediately terminate; provided, however, that the provisions of Articles 1, 8 (the second paragraph only), 10 (solely with respect Licensee's Losses based on or arising from Licensee's exercise of its rights in accordance with this Agreement while the License was in effect), 11 and 12, and any other provision that survives by its express terms, shall survive any termination or expiration of this Agreement.

8. ACKNOWLEDGMENT OF RIGHTS.

Licensee hereby acknowledges and agrees that, as between Licensor and Licensee, Licensor is the exclusive owner of all right, title and interest in and to the Licensor Patent Rights. During the term of this Agreement, and subject to applicable law, Licensee will not directly or indirectly: (i) initiate or participate in any proceeding of any kind opposing the grant of any patent, or challenging any patent application, within the Licensor Patent Rights, (ii) dispute the validity or enforceability of any patent within the Licensor Patent Rights or any of the claims thereof, or (iii) assist any other Person to do any of the foregoing

5

(except if required by court order or subpoena); provided, however, the foregoing shall in no way limit Licensee's ability to defend against or to mitigate any claim brought by Licensor against Licensee.

During the term of this Agreement and thereafter, Licensee shall not directly or indirectly interfere improperly with Licensor's ability to negotiate with any potential licensee under, or any potential purchaser of, the Licensor Patent Rights, or assist any other Person to do the foregoing (except if required by court order or subpoena). This paragraph shall survive termination or expiration of this Agreement for any reason.

Any violation of this Article 8 will constitute a material breach of this Agreement.

9. REPRESENTATIONS AND WARRANTIES.

Each party hereby represents and warrants that (i) it has the power and authority to enter into this Agreement and perform its obligations hereunder; (ii) the execution and delivery of this Agreement have been duly authorized and all necessary actions have been taken to make this Agreement a legal, valid and binding obligation of such party enforceable in accordance with its terms; and (iii) the execution and delivery of this Agreement and the performance by such party of its obligations hereunder will not contravene or result in any breach of the Certificate of Incorporation or Bylaws of such party or of any agreement, contract, indenture, license, instrument or understanding or, to the best of its knowledge, result in any violation of law, rule, regulation, statute, order or decree to which such party is bound or by which it or any of its property is subject.

EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, LICENSOR DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. INDEMNITY.

Each party shall defend, indemnify and hold harmless the other party and such other party's Affiliates, employees, officers, directors, and agents from and against any liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys' fees) (collectively, "Losses") resulting from or arising in connection with the breach by the indemnifying party of any of its representations, warranties, covenants or obligations contained in this Agreement.

If any action, suit, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") is brought or asserted against a party for which indemnification is sought under this Agreement, the party seeking indemnification (the "Indemnified Party") shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide

6

such indemnification (the "Indemnifying Party") of such Proceeding. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to obtain indemnification from the Indemnifying Party (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnifying Party's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney's fees and expenses shall be borne by the Indemnifying Party (except as specified below) and the Indemnifying Party shall in good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, provided that the fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to indemnify and hold harmless the Indemnified Party from any loss, expense or liability incurred by the Indemnified Party as a result of a default judgment entered against the Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, in writing, to assume the defense of such proceeding.

11. LIMITATION OF LIABILITY.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES, HOWSOEVER CAUSED, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7

12. MISCELLANEOUS PROVISIONS.

12.1 Assignment.  Licensee may not assign or otherwise transfer (whether by operation of law or otherwise) any right or obligation under this Agreement without the prior written consent of Licensor. Such consent shall be deemed given with respect to an assignment or transfer (whether by operation of law or otherwise) of the entire Agreement, including all rights and obligations hereunder, to a successor in interest or assignee of substantially all of the assets of Licensee, provided that Licensee has given prompt written notice thereof to Licensor. This Agreement is binding on, and inures to the benefit of, the parties and their permitted successors and assigns. Any attempted assignment or other transfer of rights under this Agreement in violation of this Article 12.1 will be void.

12.2 Injunctive Relief.  Licensee agrees and acknowledges that money damages may not be an adequate remedy for any breach by Licensee of the provisions of this Agreement and that the Licensor may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for temporary preliminary relief (specific performance and/or injunctive relief), without posting a bond or other security, in order to enforce or prevent any violation of the provisions of this Agreement.

12.3 Governing Law.  This Agreement will be governed by and construed under the laws of the State of New York, without reference to any choice of law rules (except that questions affecting the construction and effect of any patent will be determined by the law of the country in which the patent was granted).

12.4 Exclusive Jurisdiction and Venue; No Jury.  Any action brought by either party that arises out of or relates to this Agreement will be filed only in the state or federal courts located in New York County, New York. Each party irrevocably submits to the jurisdiction of those courts. FURTHERMORE, EACH PARTY (I) WAIVES ANY OBJECTIONS THAT IT MAY HAVE NOW OR IN THE FUTURE TO THE JURISDICTION OF THOSE COURTS, (II) WAIVES ANY CLAIM THAT IT MAY HAVE NOW OR IN THE FUTURE THAT LITIGATION BROUGHT IN THOSE COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (III) WAIVES ANY RIGHT TO A JURY TRIAL.

12.5 Entire Agreement.  This Agreement and the Fee Letter Agreement set forth the entire agreement of the parties as to the subject matter of this Agreement and supersede all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.

12.6 Unenforceable Provisions.  If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the other provisions will remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties' intent.

8

12.7 Relationship Of The Parties.  Each party is an independent contractor of the other party. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the parties.

12.8 Notices.  A notice under this Agreement is not sufficient unless it is: (i) in writing; (ii) addressed using the contact information listed below for the party to which the notice is being given (or using updated contact information which that party has specified by written notice in accordance with this Article); and (iii) sent by hand delivery, facsimile transmission, registered or certified mail (return receipt requested), or reputable express delivery service with tracking capabilities (such as Federal Express).

Contact Information for Licensor: Contact Information for Licensee:

The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
Attn: ETF Services Sprott Asset Management LP
320 Post Road, Suite 230 Darien, CT 06820
Attention: Whitney George

12.9 Amendments. This Agreement may not be amended unless the amendment is in writing and signed by authorized representatives of both parties.

12.10 Waivers. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights.

12.11 Counterparts and Execution. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any manual signature upon this Agreement that is faxed, scanned or photocopied, and any electronic signature valid under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001, et. seq. shall for all purposes have the same validity, legal effect and admissibility in evidence as an original signature and the parties hereby waive any objection to the contrary.

(signature page follows)

9

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

THE BANK OF NEW YORK MELLON
By:	/s/ Michael Spates
	Name: Michael Spates
	Title:   Vice President

SPROTT ASSET MANAGEMENT LP
By:	/s/ Whitney George
	Name: Whitney George
	Title:    Director

EX-10.8

Exhibit 10.8

MASTER LICENCE AGREEMENT

This Licence Agreement, dated as of June 9, 2022 (“the Effective Date”), is made by and between ICE Benchmark Administration Limited of Milton Gate, 60 Chiswell Street, London, EC1Y 4SA (“ICE”) and Sprott ESG Gold ETF (“the Customer”) with an office at 320 Post Rd, St. 230 Darien, CT 06820

BACKGROUND:

(A) ICE maintains, administers and publishes benchmark rates, certain of which comprise the Materials (as defined below).

(B) The Customer wishes to license the Materials, and ICE has agreed to license the Materials, on the terms and conditions set out in this Agreement.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply throughout this Agreement.

“Agreement” means this Agreement and any Schedules attached hereto, including any amendments to the same which are in writing and signed by an authorised representative of each party in accordance with clause 14.7.

“Audit Guidelines” means the guidelines which apply to any audit to be undertaken in connection with this Agreement, including any Compliance Audit, as detailed in Schedule Al (Audit Guidelines).

“Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks and foreign exchange markets are open for business in London.

“CCP” means an authorised central counterparty which clears and settles trades in financial products.

“Central Bank” means a central bank of a country or state or group of countries or states, as determined by ICE in its sole discretion.

“Change” has the meaning given to it in clause 2.2.

“Charges” means the charges payable by the Customer to ICE pursuant to this Agreement, including all fees payable in respect of each Licence granted hereunder and any fees payable by Customer Users which are to be remitted by the Customer to ICE, in each case as detailed in each Licence Schedule.

“Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.

“Compliance Audit” shall have the meaning given to it in Schedule Al.

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives in connection with

this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure, including (in respect of ICE) any software or other materials created by ICE in connection with the Materials. Confidential Information shall not include information which:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of clause 7);

(b) was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by an obligation to the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(c) was known to the receiving party before the information was disclosed to it by the disclosing party; or

(d) the parties agree in writing is not confidential or may be disclosed.

“Customer” has the meaning given to it in the recitals of this Agreement.

“Customer Group Company” means the Customer and any subsidiary or holding company of the Customer and any subsidiary of such holding company from time to time as such terms are defined in Section 1159 of the Companies Act 2006. Details of each Customer Group Company are set out in Schedule E, and changes thereto shall be notified to ICE as soon as practicable following the occurrence of such change in accordance with clause 14.4.

“Customer User” means the Customer, any Customer Group Company, and any employees or personnel of the Customer or a Customer Group Company permitted to use the Materials made accessible to the Customer pursuant to the terms of the applicable Licence.

“Direct Data Service” means a service provided by ICE for delivering certain Materials, for example the ICE SFTP service or e-mail service.

“Effective Date” has the meaning given to it in the recitals of this Agreement.

“Financial Entity” means an undertaking, the principal activity of which is to acquire holdings or to engage in, pursue, perform or provide one or more of the services or activities listed in Schedule A2, and which is not a Central Bank or a Multilateral Development Bank, as determined by ICE in its sole discretion.

“General Use Restrictions” means the restrictions on use generally applicable to all users of the Materials regardless of Licence type or whether the Materials have been made available directly by ICE or by a redistributor, as detailed in clause 3.1.

“ICE” has the meaning given to it in the recitals of this Agreement.

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each

case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“IPR Claim” has the meaning given in clause 9.1.

“Licence” means a licence on the terms specified in the relevant Licence Schedule as signed by an authorised representative of each party.

“Licence Schedule” means a Schedule to this Agreement setting out, in respect of a Licence, the scope of the Materials, the Purpose, any Specific User Restrictions, the Charges, the effective date of the licence, Report details and any additional specific terms and conditions applicable to the Licence, as may be issued by ICE from time to time.

“Losses” means any and all damages, Claims, fines, penalties, losses, liabilities (including settlements and judgments), costs (including interest, court costs and legal fees) and expenses.

“Materials” means the benchmark rate(s) or other data (in whatever form), which are the subject of a Licence, as described in the relevant Licence Schedule.

“Multilateral Development Bank” means a development bank established by or organised among two or more countries or states for the primary purpose of supporting economic development in such countries or states or parts of them or otherwise, as determined by ICE in its sole discretion.

“Non-Financial Entity” means an undertaking that is not a Financial Entity, a Central Bank or a Multilateral Development Bank, as per the Definitions in this Agreement, as determined by ICE in its sole discretion.

“Normal Business Hours” means the hours between 9am and 6pm on any Business Day.

“Prepaid Refundable Charges” means Charges prepaid by and to be refunded to the Customer following termination of this Agreement or the relevant Licence(s), as applicable, which relate to any period of time following the date all usage of the Materials under the applicable Licence(s) has ceased pursuant to clause 12.7.

“Purpose” means the purpose for which the relevant Licence was granted and which restricts the use of the Materials accordingly.

“Records” means accounts and records relating to the use of the Materials.

“Report” means a report detailing the usage of the Materials by all Customer Users during a defined period of time provided by the Customer to ICE at the frequency and in accordance with requirements set out in the applicable Licence Schedule.

“Representative” means employees, officers, representatives, advisers or sub-contractors of a party involved in the provision or receipt of the Materials who need to know certain Confidential Information of the other party in order to carry out their function in respect of the provision or receipt of the Materials.

“Schedule” means a schedule to this Agreement, including any Licence Schedule.

“Specific User Restrictions” means the restrictions on the use of the Materials which, in addition to the

General Use Restrictions, apply to Customer Users pursuant to the Licence under which use of the Materials has been granted by ICE, as specified in the relevant Licence Schedule.

“Specification” means the technical specification detailing the information technology requirements for each Customer to connect to the Direct Data Service.

“Term” means the period starting on the Effective Date and ending on the date the Agreement terminates in accordance with Clause 12.

“Trade Marks” means such trade marks listed in the relevant Licence Schedule.

“Use Restrictions” means the General Use Restrictions and the Specific User Restrictions.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement, and any reference to this Agreement includes the Schedules.

1.4 A person includes an individual, company, partnership, unincorporated body (whether or not having separate legal personality) and any government entity.

1.5 A reference to a company shall include any company, partnership, corporation, undertaking or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing a gender include every gender.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under it.

1.8 A reference to writing or written includes e-mail, provided the email is sent to the applicable address set out in clause 14.4.

1.9 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.10 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of any preceding words.

1.11 A reference to time in this Agreement is to the time in London, United Kingdom, unless specifically noted otherwise.

1.12 Time shall be of the essence regarding the Customer’s obligations set out in clauses 4.2 and 4.3 and its payment obligations set out in clause 5.

1.13 In the case of conflict or ambiguity between:

(a) any provision contained in the body of this Agreement and any provision contained in a Schedule, the provision in the body of this Agreement shall take precedence; and

(b) the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the related Schedule, the provision contained in the related Schedule shall take precedence.

2. SCOPE

2.1 Licence. ICE grants to the Customer, subject to the terms and conditions of this Agreement and each relevant Licence Schedule, a non-transferable, revocable, non-exclusive and specifically limited licence to use the Materials and the Trade Marks solely for the Purpose detailed in each relevant Licence Schedule.

2.2 Additional Licences and Changes. If during the Term of this Agreement, the Customer wishes to request a new Licence or expand the scope of an existing Licence (each a “Change”), it shall submit a request for the Change to ICE. ICE will review each request and, as soon as reasonably practicable, prepare and deliver to the Customer for signature a revised Licence Schedule (incorporating any amendments required to effect the Change), or new Licence Schedule (detailing the applicable terms and conditions), or notify the Customer that such Change cannot be made, as applicable. Each additional Licence Schedule(s) shall be incorporated into and form a part of this Agreement on and from the date signed by an authorised representative of each party.

3. USE RESTRICTIONS

3.1 General Use Restrictions. In respect of each Licence granted by ICE to the Customer pursuant to this Agreement, the Customer agrees that it shall not, and shall procure that each Customer User shall not, do any of the following in respect of the relevant Materials (the “General Use Restrictions”):

(a) provide access to any third party who is not a Customer User;

(b) access, extract, reutilise, use, exploit, copy, store, redistribute, redisseminate, offer, resell, disclose or otherwise make the Materials available:

i. other than as specifically permitted by a Licence and in fulfilment of the applicable Purpose;

ii. for any purpose contrary to any law or regulation or any regulatory code, guidance or request applicable to the Materials, the business of ICE or this Agreement; or

iii. in any way which may reasonably be considered to bring or have the effect of bringing the Materials or ICE into disrepute;

(c) modify, alter, manipulate or otherwise distort the Materials, reference the Materials or use the Materials to create a derivate work (including a derivative benchmark rate, range of benchmark rates, or combined benchmark rate) other than as specifically permitted by a Licence Schedule held by such Customer User;

(d) display the Materials in the absence of the applicable Trade Marks and relevant disclaimer(s) or otherwise contrary to the requirements set out in the relevant Licence(s);

(e) act or omit to act in any way which may damage the reputation of ICE or the Materials;

(f) use the Materials or Trade Marks pursuant to the relevant Licence unless the Customer and each Customer User: (i) complies with all legal requirements established under the Controls (as defined below); (ii) cooperates fully with ICE in any official or unofficial audit or inspection that relates to the Controls; and (iii) does not export, re-export, divert or transfer, directly or indirectly, any such item or direct products thereof to, or otherwise enter into any transaction or engage in any other activities with, any country, territory, person or entity restricted or targeted by the Controls, unless such export, re-export, diversion, transfer, transaction, or activity is authorized under the Controls, at all times acknowledging that: (a) the Materials and Trade Marks and related services, technical information, documents and materials provided or made available under the Agreement are subject to export controls under the U.S. Export Administration Regulations (EAR) and the requirements of the U.S. Department of the Treasury’s Office of Foreign Assets Controls’ (OFAC) sanctions programs, including the Specially Designated Nationals List (collectively the “Controls”); and (b) breach of the requirements on the Customer under this paragraph (f) and the following paragraph (g) will be an irremediable material breach of this Agreement; or

(g) use the Materials or Trade Marks pursuant to the relevant Licence (without first obtaining ICE’s express written agreement) if the Customer would be unable to represent and warrant to ICE on the date of this Agreement and on each day thereafter that (i) neither Customer, Customer’s affiliates nor any of their respective affiliates, subsidiaries, or any director or corporate officer of any of the foregoing entities, is the subject of any OFAC sanctions; and (ii) Customer is not 50% or more owned or controlled, directly or indirectly, by any person or entity that is the subject of any OFAC sanctions.

3.2 Variation. ICE may, at any time during the Term of the Agreement and on 90 days’ prior written notice to the Customer, vary any Use Restrictions. If the Customer reasonably demonstrates that the variation in question will result in a material reduction in the rights granted to it in respect of this Agreement or the relevant Licence(s), the Customer shall be entitled to terminate this Agreement or the relevant Licence(s), as applicable, on written notice provided to ICE within 60 days of receipt of the variation notice. Termination of this Agreement or any Licence(s) by the Customer pursuant to this clause 3.2 shall be effective on the date the relevant variation by the ICE is to take effect and, on such effective date of termination, the Customer shall be entitled to a refund of any Charges already paid for the terminated Licence(s) which relate to the period following such date.

4. CUSTOMER OBLIGATIONS

4.1 Receipt of Materials. The Customer shall establish prior to the Effective Date and be responsible during the Term of this Agreement for the maintenance (including payment of all associated third party charges) of:

(a) all infrastructure required to receive the Materials from ICE, as detailed in the Specification; and

(b) the best available security practices and systems applicable to the use of the Materials in accordance with the Purpose and which are necessary to enforce the Use Restrictions and

prevent unauthorised access, copying, modification, storage, reproduction, display or distribution of the Materials.

4.2 Monitoring. During the Term of this Agreement, the Customer shall ensure each Customer User is at all times complying with the terms of the relevant Licence(s) and this Agreement.

4.3 Notification and Reporting. At all times during the Term of this Agreement, the Customer shall:

(a) promptly notify ICE of any change in use of the Materials by a Customer User which may require a Change and follow the procedures set out in clause 2.2;

(b) comply with any specific reporting obligations set out in the relevant Licence Schedule(s); and

(c) maintain procedures and infrastructure adequate to satisfy its notification and reporting obligations under this Agreement.

4.4 Breach Obligations. If, at any time during the Term of this Agreement, the Customer becomes aware of any breach by a Customer User of the terms of the relevant Licence(s), this Agreement or the Use Restrictions, or reasonably believes that such a breach has or will occur, it shall:

(a) promptly take all reasonable steps to enforce compliance of, prevent further breach by, and secure an appropriate remedy from, the Customer User, which the Customer acknowledges may include suspending access to the relevant Materials to any Customer User connected with or benefitting from such breach;

(b) if the Customer reasonably believes that the breach in question could compromise the security or integrity of the Materials or otherwise adversely affect ICE, it shall promptly provide ICE with all relevant information in respect of such breach and fully co-operate with ICE in respect of any remediation activities required by ICE in respect thereof; and

(c) be responsible for the costs associated with carrying out its obligations under this clause 4.4.

4.5 Specific Obligations. In addition to the obligations set out in this clause 4, the Customer shall comply with any Licence-specific obligations set out in the relevant Licence Schedule(s).

5. CHARGES

5.1 In consideration for the grant of the Licence(s) by ICE, the Customer shall pay to ICE the Charges set forth in each Licence Schedule in accordance with the payment terms set out in this clause 5 (as may be supplemented by the relevant Licence Schedule).

5.2 If the calculation of the Charges (or a component thereof) under a Licence Schedule requires the timely submission of a Report by the Customer, which report the Customer is delayed in or fails to submit, ICE shall be entitled to estimate the relevant Charges using historic Reports and shall invoice the Customer on the basis of such estimate, and any adjustment required following the receipt of the relevant Report shall be reflected as a credit or debit in the next-issued Customer invoice.

5.3 ICE may charge the Customer interest at an annual rate of 1.5% above the base rate of the Bank of England, calculated on a daily basis in respect of any sum which is due and unpaid, which interest

shall accrue from the date on which the relevant sum is due and payable by the Customer until receipt by ICE of the full amount, whether before or after judgment.

5.4 All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.

5.5 ICE may, at any time, vary any component of the Charges or the basis on which a component of the Charges is calculated by giving 120 days’ prior written notice to the Customer. All Charges changes will be effective at the start of a calendar quarter and limited to once per annum.

5.6 The Customer may terminate any Licence which is subject to a Charges variation pursuant to clause 5.5 from the date on which that variation is intended to take effect if:

(a) the variation will result in an increase in the Charges; and

(b) the Customer gives ICE written notice of its desire to terminate the relevant Licence within 50 days of the date of ICE’s notice.

6. RIGHT OF AUDIT

6.1 At any time during the Term of this Agreement, but not more than once per annum, and for a period of three years following termination of this Agreement or any relevant Licence(s), as applicable, and in addition to Licence-specific audit requirements set out in a Licence Schedule (if any), on 30 days prior notice and during Normal Business Hours (or for Customers and Customer Users located outside the UK, standard business hours in such Customer’s or Customer User’s office location), the Customer shall permit, and shall procure that any Customer User permits, ICE and its third party representatives to:

(a) gain (physical and remote electronic) access to, and take copies of, the Records and/or any other information held at the Customer User’s premises or on its systems which relates to the Materials or this Agreement;

(b) to meet with Customer User personnel who possess the knowledge necessary for ICE to perform the audit effectively, including familiarity with the Customer User’s operations which relate to the relevant Licence(s) and systems which store, use or provide access to the Materials, the terms of each relevant Licence and this Agreement; and

(c) to inspect all Records and/or Customer User systems relating to the use, storage, security, accessibility, distribution and control of the Materials,

for the purpose of performing a regular Compliance Audit to verify the accuracy of the Reports and the Customer User’s compliance with the Use Restrictions, which shall be conducted in accordance with the Audit Guidelines (as applicable).

6.2 Notwithstanding the restrictions set out in clause 6.1, the Customer shall permit, and shall procure that any Customer User permits, ICE and its third party representatives to conduct an extraordinary Compliance Audit in accordance with the Audit Guidelines and at any time without notice:

(a) as may be required from time to time by a regulator or as otherwise required by applicable law;

(b) on ICE’s reasonable suspicion of fraud or other unlawful practices by any person relating to the receipt or use of the Materials by Customer Users;

(c) in respect of Customers only, on ICE’s reasonable suspicion of incorrect data being supplied by the Customer in Reports used to calculate Charges under a Licence Schedule; or

(d) any other material breach of the terms of a Licence or this Agreement.

6.3 The Customer shall provide, and shall procure that any Customer User provides, to ICE and its third party representatives, access to all systems, personnel, premises, documents and information (including the Records) as ICE reasonably requires for the purposes of each Compliance Audit and the Customer shall co-operate, and shall procure that each Customer User co-operates, fully with, and provide all reasonable assistance to, ICE and its third party representatives in relation to any such Compliance Audit. In carrying out each Compliance Audit, ICE shall, and shall procure that its third party representatives, comply with the Customer User’s reasonable onsite procedures and use reasonable endeavours not to cause any unnecessary disruption to the Customer User’s business.

6.4 Audit access by third party representatives of ICE shall be subject to any such representative agreeing to be bound by confidentiality obligations equivalent to those set out in clause 7.

6.5 If any Compliance Audit reveals that there has been an underpayment or overpayment by the Customer of any Charges (or any other Customer User on behalf of whom the Customer submits fees to ICE) in respect of the period covered thereby, the balance of the Charges due to either party shall be reflected as a credit or debit in the next-issued Customer invoice. Any underpayment or overpayment by a Customer User which is not a Customer shall be remedied by the issue of an invoice or credit note, as applicable, by ICE to the relevant Customer User, unless otherwise directed by the Customer.

6.6 The cost of any Compliance Audit shall be borne by ICE, except in the case of an underpayment by the Customer in an amount equal to 5% or more of the aggregate Charges due in respect of the period covered by the audit, in which case the cost shall be borne by the Customer and will be payable within 30 days of a properly drawn invoice therefore.

7. CONFIDENTIALITY

7.1 Each party shall keep the other party’s Confidential Information confidential and shall not:

(a) use any Confidential Information other than in connection with, and only to the extent necessary for, the performance of its obligations under this Agreement; or

(b) disclose any Confidential Information in whole or in part to any third party unless such third party is bound by confidentiality obligations equivalent to those set out in this clause and in any case only as expressly permitted by this clause.

7.2 A party may disclose the other party’s Confidential Information to its Representatives, provided that:

(a) it informs those Representatives of the confidential nature of the Confidential Information

before disclosure; and

(b) at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this clause 7.

7.3 A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

7.4 Each party reserves all rights in and to its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.

7.5 Without prejudice to any other rights or remedies of either party, both parties acknowledge and agree that damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the party that is of the opinion that this clause 7 has been breached shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by the breaching party, and no proof of special damages shall be necessary for the enforcement of the rights under this Agreement.

7.6 The provisions of this clause 7 shall continue to apply after termination of this Agreement or any relevant Licence(s), as applicable, for a period of five years from the effective date of such termination.

8. INTELLECTUAL PROPERTY RIGHTS OWNERSHIP

8.1 The Customer acknowledges that:

(a) all Intellectual Property Rights in the Materials and the Trade Marks are the property of ICE;

(b) it shall have no rights in or to the Materials or the Trade Marks other than the right to use them in accordance with the express terms of this Agreement; and

(c) ICE has made and will continue to make substantial investment in the obtaining, verification, selection, coordination, aggregation, calculation, development, presentation and supply of the Materials.

8.2 The Customer shall co-operate with ICE to protect the goodwill and reputation of the Materials, the Trade Marks and ICE.

8.3 The Customer acknowledges that reference in any element of the Materials to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by the Customer as free for general use, outside the scope of the use of the Materials authorised by this Agreement.

9. IPR CLAIMS

9.1 ICE undertakes to defend the Customer from and against any claim or action that the provision,

receipt or use of the Data or Materials (wholly or in part) infringes any UK Intellectual Property Right of a third party (an “IPR Claim”) and shall indemnify the Customer against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Customer as a result of, or in connection with, any such IPR Claim, provided that, if any third party makes a IPR Claim, or notifies an intention to make an IPR Claim against the Customer, the Customer shall:

(a) give written notice of the IPR Claim to ICE as soon as reasonably practicable

(b) not make any admission of liability in relation to the IPR Claim without the prior written consent of ICE;

(c) at ICE’s request and expense, allow ICE to conduct the defence of the IPR Claim including settlement; and

(d) at ICE’s expense, co-operate and assist to a reasonable extent with ICE’s defence of the IPR Claim.

9.2 Clause 9.1 shall not apply to the extent the IPR Claim in question is attributable to:

(a) possession, use, development, modification or retention of the Materials (wholly or in part) by the Customer other than in accordance with this Agreement;

(b) the Customer’s failure to provide a suitable environment for receiving the Materials, including establishing required connections to the Customer’s systems; or

(c) use of the Materials (wholly or in part) in combination with any data not supplied or specified by ICE to the extent that the infringement would have been avoided by the use of the Materials (wholly or in part) not so combined.

9.3 If any IPR Claim is made, or in ICE’s reasonable opinion is likely to be made, against the Customer, ICE may at its sole option and expense:

(a) procure for the Customer the right to continue using the Materials (wholly or in part) in accordance with this Agreement;

(b) modify the Materials (wholly or in part) so that they cease to be infringing;

(c) replace the Materials (wholly or in part) with non-infringing items; or

(d) terminate this Agreement immediately by notice in writing to the Customer and refund any Prepaid Refundable Charges on return of the Materials and all copies thereof.

9.4 This clause 9 constitutes the Customer’s sole and exclusive remedy and ICE’s only liability in respect of IPR Claims.

10. WARRANTIES

10.1 ICE warrants that it has the right to license the receipt and use of Materials as specified in this

Agreement and the relevant Licence Schedule(s).

10.2 Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law, including warranties or representations as to, and all liabilities whether in contract, tort (including negligence) or otherwise in relation to, the quality, fitness for purpose, accuracy, completeness or timeliness of the Materials or as to the results to be attained thereby, or as to any course of action determined by a Customer User.

10.3 Without limiting the effect of clause 10.2, ICE does not warrant that:

(a) the supply or use of the Materials will be free from interruption;

(b) the Materials will be capable of being received by the Customer systems;

(c) the Materials are accurate, complete, reliable, secure, useful, fit for purpose or timely; or

(d) the Materials have been tested for use by the Customer or any third party (including any Customer User) or that the Materials will be suitable for, or be capable of being used by, the Customer or any third party.

11. LIMITATION OF LIABILITY

11.1 The Customer agrees and acknowledges (on behalf of itself and the Customer Group Companies) that:

(a) the use and interpretation of the Materials requires specialist skill and knowledge of financial markets;

(b) the Customer has that skill and knowledge and undertakes that it will exercise that skill and knowledge and appropriate judgment when using the Materials and procure that any Customer User possesses and undertakes to use such skill and knowledge to the extent applicable to its use of the Materials;

(c) any of: (i) the basis or methodology for calculation or determination, (ii) the input data used for calculation or determination, (iii) the underlying economic reality or market represented or measured, (iv) the name, or (v) the administrator, in respect of any benchmark rate, price and other information or data, may change, including, without limitation, pursuant to applicable law, an order of a regulatory or other competent authority or procedures undertaken in accordance with applicable laws, which may result in short-term or long-term changes to such benchmark rate, price and other information or data or to their characteristics, including their representativeness;

(d) a benchmark rate, price and other information or data may be expanded (for example to cover more currencies or tenors), reduced, changed, discontinued or terminated at any time, including, without limitation, pursuant to applicable law, an order of a regulatory or other competent authority or procedures undertaken in accordance with applicable laws, or because of or pursuant to factors or events beyond ICE’s control;

(e) users of benchmark rates, prices, and other information or data should produce and maintain robust written fallback provisions and plans setting out the actions that would be taken in the event of material changes to, or a cessation of, the relevant benchmark rate, price, and other information or data;

(f) the use of benchmark rates, prices, and other information or data may be prohibited or restricted under applicable laws;

(g) the application of laws and regulations to certain benchmark rates, prices, and other information or data may be subject to modifications pursuant to applicable law and/or an order of a regulatory or other competent authority;

(h) benchmark rates, prices and other information or data may cease to be representative of the economic reality or underlying market that they are intended to measure or represent, but that may not be grounds for ICE invoking a contingency procedure and, in the case of a benchmark listed as a critical benchmark, ICE may be required pursuant to applicable law or an order of a regulatory or other competent authority to make changes and/or continue to publish the affected benchmark rates, prices and other information or data;

(i) it shall be solely responsible, as against ICE, for any opinions, recommendations, forecasts or other conclusions made or actions taken by any Customer User or any other third party based (wholly or in part) on the Materials;

(j) it is in the best position to ascertain any likely loss it and any Customer User may suffer in connection with this Agreement, that it is therefore responsible for making appropriate insurance arrangements to address the risk of any such loss and that the provisions of this clause 11 are reasonable in these circumstances; and

(k) the input data required to generate a benchmark rate, price and other information or data may become less available or may cease to be available altogether, which could impact the determination of the benchmark rate, price and other information or data (such as involving the use of a lower level of a benchmark methodology) and could result in an administrator being unable to calculate and publish the benchmark rate, price and other information or data in accordance with the relevant methodology.

11.2 Neither party excludes or limits liability to the other party for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by negligence;

(c) a breach of any obligations implied by section 2 of the Supply of Goods and Services Act 1982;

(d) any matter in respect of which it would be unlawful for the parties to exclude liability for respectively;

(e) any breach of clause 7; or

(f) any claim arising under or pursuant to clause 9.

11.3 Subject to clause 11.2, ICE shall not in any circumstances be liable whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with this Agreement for:

(a) loss of profits, business, business opportunities, revenue or turnover;

(b) loss or damage to reputation or goodwill;

(c) loss, loss of use or corruption of data or information;

(d) loss of anticipated savings or wasted expenditure (including management time); or

(e) any loss or liability under or in relation to any other contract,

in each case whether such loss is direct, indirect or consequential.

11.4 Subject to clause 11.2, ICE’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to 100% of the total Charges paid by the Customer to ICE during the 12-month period immediately before the date on which the cause of action first arose or, if the cause of actions arose prior to the first anniversary of the Effective Date, 100% of the total Charges paid to date.

11.5 The Customer shall indemnify ICE against any Losses incurred by or awarded against ICE arising out of or in connection with:

(a) access to or use, distribution or redistribution of Materials by any Customer User otherwise than in accordance with this Agreement; or

(b) any data or information provided by the Customer to ICE (including any inaccurate or incomplete Report).

11.6 If any third party makes a Claim, or notifies an intention to make a Claim against ICE arising or in connection with the acts or omissions of the Customer as set out at clause 11.5 (a) and (b), ICE shall:

(a) give written notice of the Claim to the Customer as soon as reasonably practicable

(b) not make any admission of liability in relation to the Claim without the prior written consent of the Customer;

(c) at the Customer’s request and expense, allow the Customer to conduct the defence of the Claim including settlement; and

(d) at the Customer’s expense, co-operate and assist to a reasonable extent with the Customer’s defence of the Claim.

12. TERM AND TERMINATION

12.1 This Agreement and any relevant Licence(s), as applicable, shall take effect upon the date set out above or in the relevant Licence Schedule, as applicable, and shall continue until terminated:

(a) by either ICE or the Customer upon not less than 90 calendar days written notice to either party; or

(b) by either ICE or the Customer upon written notice to the other with immediate effect if the other party is in material breach of any of the terms of this Agreement or the relevant Licence Schedule, as applicable, and, if such breach is remediable, that party fails to remedy the same within 30 calendar days of that party being notified in writing of such breach.

12.2 If:

(a) ICE is informed of the final adoption of any legislation, regulation, order or rule that, in ICE’s judgment, materially impairs ICE’s ability to perform its obligations under this Agreement or grant the Licence on the terms set out in the relevant License Schedule; or

(b) any material litigation or regulatory proceeding is threatened or commenced regarding: (i) any Materials or Trade Marks; or (ii) the Customer, and which impacts or is connected to the use or contribution to the Materials (as applicable),

ICE may, in its discretion, amend the relevant Licence such that the rights granted with respect to the affected Materials are terminated, or terminate the Licence or this Agreement in its entirety, in each case upon written notice to the Customer.

12.3 Either party may terminate this Agreement immediately upon written notice to the other party if the other party makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or for reorganization or arrangement under applicable insolvency law, or if a petition for winding up is filed against such other party and is not dismissed within 60 days after the filing, or if a receiver, liquidator or trustee is appointed for all or any part of the property or assets of such other party.

12.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement or the relevant Licence(s), as applicable, shall remain in full force and effect.

12.5 Termination of this Agreement or any relevant Licence(s), as applicable, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

12.6 On any termination of this Agreement or any relevant Licence(s), as applicable, for any reason, the Customer shall:

(a) immediately pay any outstanding amounts owed to ICE under this Agreement;

(b) immediately cease making the relevant Materials accessible to Customer Users; and

(c) as soon as reasonably practicable and in all cases within 30 days of termination or expiry ensure that there is no further use of the Materials in any of the Customer’s products, applications or services.

12.7 On any termination of a Licence or this Agreement for any reason other than for material breach by the Customer, ICE shall refund any Prepaid Refundable Charges. The Customer shall not be entitled to any refund where the ground for termination is material breach by the Customer under clause 12.2.

13. FORCE MAJEURE

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure results from events, circumstances or causes beyond its reasonable control. In these circumstances the affected party shall be entitled to a reasonable extension of the time for performing its obligations, provided that, if the period of delay or non-performance continues for four consecutive weeks, the party not affected may terminate this Agreement by giving 14 days’ written notice to the other party.

14. OTHER MATTERS

14.1 Assignment. This Agreement is personal to the Customer and it shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of ICE (which is not to be unreasonably withheld or delayed). The Customer confirms it is acting on its own behalf and not for the benefit of any other person. ICE may at any time assign, transfer, or deal in any other manner with any of its rights and obligations under this Agreement without the consent of the Customer.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement, understanding, undertaking or arrangement between the parties relating to the subject matter of the Agreement. The parties acknowledge and agree that by entering into this Agreement, they do not rely on any statement, representation, assurance or warranty of any person (whether a party to the Agreement or not and whether made in writing or not) other than as expressly set out in the Agreement. Each party agrees that it shall have no right or remedy (other than for breach of contract) in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause shall exclude or limit any liability for fraud.

14.3 No Relief. No breach, default, or threatened breach of this Agreement by either party shall relieve the other party of its obligations or liabilities under this Agreement with respect to the protection of the property or proprietary nature of any property which is the subject of this Agreement.

14.4 Notices. All notices and other communications under this Agreement shall be: (i) in writing; (ii) delivered by hand, by registered or certified mail, or email, return or read receipt requested, to the addresses set forth below or such addresses as either party shall specify by a written notice to the other; and (iii) deemed given upon receipt.

Notice to ICE:	Head of Legal, ICE Benchmark Administration Limited Milton Gate, 60 Chiswell Street, London, EC1Y 4SA, UK
Designated ICE Email:	IBA@ice.com
Notice to the Customer:	Sprott ESG Gold ETF 320 Post Rd., St. 230 Darien, CT 06820 USA

Designated Customer Email: fundoperations@sprott.com

14.5 Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

14.6 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement will be construed to constitute or appoint either party as the agent, partner, joint venturer, or representative of the other party for any purpose whatsoever.

14.7 Waiver. Any waiver or delay on the part of either party in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision. Save as expressly set out in this Agreement, no amendment to the terms of this Agreement (including any Schedule) shall be effective unless signed by an authorised representative of each party.

14.8 Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.

14.9 Rights of Third Parties. No other party is intended to be a beneficiary of any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.10 Counterparts. This Agreement may be executed in counterparts, which taken together, shall constitute one Agreement and each party hereto may execute this Agreement by signing such counterpart provided that no party shall be bound hereby until it has been executed and delivered by all parties hereto.

SIGNATURE PAGE
	ICE Benchmark Administration Limited (“ICE”)
	By:	/s/ Clive de Ruig
	Name:	Clive de Ruig
	Title:	COO
	Date:	June 13, 2022
	Sprott ESG Gold ETF (“the Customer”)
	By:	/s/ W. Whitney George
	Name:	W. Whitney George
	Title:	Director
	Date:	June 9, 2022

SCHEDULE Al: AUDIT GUIDELINES

1.  Introduction

These Audit Guidelines gives you details regarding the targets and regulations of a Compliance Audit and explains the procedure of a Compliance Audit as conducted by ICE.

2.  Scope of the Compliance Audit

2.1  Without limiting the generality of clause 6.1 of the Agreement, the scope of each Compliance Audit may include any of the following, as applicable:

(a)  product range;

(b)co-operation between the Customer and ICE;

(c)procedures for the determination of the right of access and dissemination of the Materials to third parties in accordance with the Agreement;

(d)procedures and protocols for preparing and delivering Reports; and

(e)compliance with the obligation to ensure that dissemination of Materials to any person who intends to redistribute is not undertaken prior to such person first obtaining a redistribution licence.

2.2  All systems and departments, which are incorporated into either the technical or the administrative implementation of the use of the Materials and dissemination within the scope of the Agreement, shall be analysed and evaluated in the course of the Compliance Audit.

2.3  Each Compliance Audit shall take place at the Customer User’s premises.

3.  Audit Regulations

3.1  Every location at which the Customer User receives the Materials may be subject to a regular Compliance Audit carried out once per calendar year in addition to any number of extraordinary Compliance Audits deemed necessary by ICE pursuant to clause 6.2 of the Agreement.

3.2  If the Customer User refuses to permit the Compliance Audit to be carried out on the date agreed after the 30-calendar-day deadline, it must reimburse ICE in full for any costs incurred due to the late cancellation, subject to further conditions set down in the Agreement.

A1-1

4.  Audit Procedures

4.1  ICE shall provide the following prior notice of its intention to carry out a Compliance Audit:

(a)  at least 30 calendar days in respect of any regular audit;

(b)as much notice as reasonably practicable in respect of any extraordinary audit.

4.2  As soon as ICE has notified the Customer of its intention to carry out a Compliance Audit, the parties shall arrange the following:

(a)  the scope, timing, and location of the Compliance Audit;

(b)the identification and collection of all records necessary for ICE and its third party representatives to carry out the Compliance Audit;

(c)securing sufficient logistic resources, e.g. offices, staff, records and equipment, of the Customer to be made available for the duration of the Compliance Audit; and

(d)arranging sufficient access for ICE and its third party representatives to relevant staff of the audited party in order to analyse, discuss and clarify differing interpretations of the Agreement on site.

4.3  Both ICE and the Customer shall promptly co-operate with each other in order to enable the Compliance Audit to be planned and conducted in an efficient manner.

4.4  Prior to commencing any Compliance Audit, ICE and the Customer will enter into necessary agreements to document, and the auditing party shall comply with, any reasonable confidentiality obligations or facility/network security or access policies, procedures and restrictions as may be required by the Customer and/or Customer User.

5.  Conduct of the Compliance Audit

5.1  ICE will attempt to resolve on site all Compliance Audit queries of the staff of the Customer to be audited and any unresolved queries must be clarified at the latest in the course of the final Compliance Audit meeting.

5.2  The Customer may request ICE’s auditors to provide a written letter confirming that the Customer has complied with the Audit Guidelines, which request the auditor may choose to fulfil or reject. If an auditor fulfils the foregoing request, any such confirmation will be strictly limited and must not be construed or interpreted as a formal or legally valid opinion.

A1-2

6.  Results of the Compliance Audit

6.1  Following conduct of each Compliance Audit, during a final meeting ICE will inform the Customer about its preliminary findings and the issues which still need to be clarified, and present a preliminary audit report.

6.2  In the framework of the preliminary audit report, the auditor will put into writing the results of the audit work as well as recommendations. The Customer will be requested to give feedback on the report within 30 days. Should the Customer not provide feedback before this deadline, the results of the Compliance Audit as set down in the preliminary audit report shall be considered to be undisputed fact and shall be used as the basis for the Compliance Audit settlement. If the Customer raises objections to the preliminary audit report at a later date, the Customer itself shall bear the full burden of proof.

6.3  In general, the final audit report will be issued within a period of three months after the final audit meeting has taken place. The audit report must include the statements from the audited Customer with regard to the preliminary audit report.

6.4  If the Customer makes a statement on the preliminary audit report, ICE may take justified comments and recommendations into account in the Compliance Audit settlement.

6.5  Any lack of documentation supporting figures reported to ICE shall also be included in the final audit report. The lack of such documentation does not, in itself, indicate a reporting error, but it may result in additional inquiries, validation tests, end-user site and/or visits by external service providers or other investigation being conducted by ICE.

6.6  In addition, the audited Customer shall respond promptly to the Compliance Audit report by taking the appropriate steps to implement the Compliance Audit results internally to ensure that possible sources of errors in invoicing and reporting identified are eliminated and correct and efficient reporting is re-established.

6.7  If any Compliance Audit identifies significant discrepancies or contract violations, it will be indicated in the Compliance Audit report that the time frame may have been lengthened and/or the number of locations audited may have been increased during the course of the Compliance Audit. In addition, it should be indicated if the audited Customer refuses to provide documentation relevant to the Compliance Audit or to permit access to locations relevant to the Compliance Audit. In such cases, ICE shall be entitled to repeat or extend such Compliance Audit subject to the further rights as contained in the Agreement.

A1-3

SCHEDULE A2: FINANCIAL ENTITY DEFINITION

1. Taking deposits and other repayable funds.

2. Lending including, inter alia: consumer credit, credit agreements relating to immovable property, factoring, with or without recourse, financing of commercial transactions (including forfeiting).

3. Financial leasing.

4. Payment services.

5. Issuing and administering other means of payment (e.g. travellers’ cheques and bankers’ drafts) insofar as such activity is not covered by 4 above.

6. Guarantees and commitments.

7. Trading for own account or for account of customers in any of the following:

(a) money market instruments (cheques, bills, certificates of deposit, etc.);

(b) foreign exchange;

(c) financial futures and options;

(d) exchange and interest-rate instruments;

(e) transferable securities.

8. Participation in securities issues and the provision of services relating to such issues.

9. Advice to undertakings on capital structure, industrial strategy and related questions and advice as well as services relating to mergers and the purchase of undertakings.

10. Money broking.

11. Portfolio management and advice.

12. Safekeeping and administration of securities.

13. Issuing electronic money.

14. Investment services or activities.

15. Insurance or reinsurance services or activities.

16. Any other financial services or activities not covered by 1 to 15 above

A2-1

SCHEDULE M: ETP ISSUER LICENCE — LBMA PRECIOUS METALS BENCHMARKS

This is Schedule M to the Master Licence Agreement dated as of June 9, 2022 (“the Agreement”), made by and between ICE Benchmark Administration Limited of Milton Gate, 60 Chiswell Street, London, EC1Y 4SA (“ICE”) and Sprott ESG Gold ETF (“the Customer”) with an office at 320 Post Rd., Ste. 230, Darien CT, 06820.

All defined terms used in this Schedule shall have the same meaning as in the Agreement, other than:

“Assets Under Management” shall mean the total value of all funds invested in each of the Licensed Products, as calculated in U.S. Dollars. To the extent that Assets Under Management are in a currency other than U.S. Dollars, the exchange rate used to calculate the U.S. Dollar value shall be those rates published by the U.S. Federal Reserve at the time of calculation.

“LBMA Precious Metals Trade Marks” means the trade marks LBMA Gold Price and/or LBMA Silver Price (depending on the precious metal(s) benchmark(s) in respect of which this licence is requested) owned by Precious Metals Prices Limited and licensed to ICE.

“LBMA Precious Metals Materials” means the data generated by the ICE gold and/or silver auction processes (depending on the precious metal(s) benchmark(s) in respect of which this licence is requested) taking place daily at approximately 10:30 am London time (gold AM auction), 3:00 PM London time (gold PM auction) and 12:00 PM London time (silver auction), or such other times as confirmed by ICE, and the LBMA Gold Price and/or LBMA Silver Price benchmarks (in respect of which this licence is requested) which are calculated and distributed by ICE.

“Licensed Product” means an exchange traded product (such as an ETF) that is created, issued, distributed, marketed, promoted and/or otherwise maintained by the Customer or Customer Group Companies, for which the LBMA Precious Metals Materials serve directly or indirectly as, or as part of, an input or underlying reference, and which is listed in the table of Licensed Products within this Schedule M.

This Schedule M supplements, forms part of, and is subject to the terms of, the Agreement, and constitutes a ETP issuer licence (this “Licence”) in respect of the LBMA Precious Metals Materials and the LBMA Precious Metals Trade Marks.

This Schedule M amends the Agreement such that Section 8.1(a) shall be deleted in its entirety and restated as follows:

“all Intellectual Property Rights in the Materials and the Trade Marks are the property of ICE, save for the LBMA Precious Metals Materials and the LBMA Precious Metals Trade Marks which are the property of Precious Metals Prices Limited and licensed to ICE.”

The Customer must list below the Licensed Product(s) covered by this Licence and the precious metal(s) benchmark(s) in respect of which this Licence is requested:

M-1

Licensed Product Name	Underlying LBMA precious metal(s) benchmark(s) in respect of which this Licence is requested:
Sprott ESG Gold ETF	[LBMA Gold Price AM] Requested
Sprott ESG Gold ETF	[LBMA Gold Price PM] Requested
	[LBMA Silver Price]

Customer must notify and agree with ICE any additional Licensed Products to be covered by this Licence.

This Licence permits the Customer and Customer Group Companies to:

1. Use the LBMA Precious Metals Materials solely for the creation, issuance, distribution, marketing, promotion and maintenance of Licensed Products; and

2. Use the LBMA Precious Metals Trade Marks solely in in connection with the above rights in respect of the LBMA Precious Metals Materials. ICE has obtained a licence to use and sublicense the LBMA Precious Metals Trade Marks from Precious Metals Prices Limited, and all rights to and benefits from the use of the LBMA Precious Metals Trade Marks by Customer and Customer Group Companies shall accrue and inure to ICE or Precious Metals Prices Limited. Such licence of the LBMA Precious Metals Trade Marks shall be limited to enable Customer and Customer Group Companies to indicate that ICE is the source of the underlying data upon which the Licensed Products are based, as may be required by applicable laws, rules, regulations, court orders or this Agreement. Any rights in the LBMA Precious Metals Trade Marks not expressly licensed herein are reserved by ICE.

This Licence does not permit the Customer and/or Customer Group Companies to:

1. Use the LBMA Precious Metals Materials in the capacity of an exchange, market, trading facility or other trading venue, a clearing house, clearing agency, central counterparty, settlement system or depository or any other platform or other facility in order to create, list, facilitate trading in, clear, settle or otherwise maintain, or offer trading, clearing or settlement facilities in respect of, a contract, transaction, financial product or financial instrument other than the Licensed Products, without the express written agreement of ICE;

2. Use the LBMA Precious Metals Materials for the creation, issuance, distribution, marketing and/or maintenance of any financial products other than the Licensed Products, without the express written agreement of ICE;

3. Use, access, extract or store the LBMA Precious Metals Materials for any purpose not specifically permitted in this Licence, including the creation of derivative works (for example, benchmark rates or indices);

M-2

4. Distribute or re-distribute the LBMA Precious Metals Materials outside their Customer Group Companies for any purpose whatsoever;

5. Sublicense the LBMA Precious Metals Materials and/or LBMA Precious Metals Trade Marks to any third party for any purpose; or

6. Use as a trade mark, or seek to register as a trade mark, the words ‘ICE’, ‘ICE BENCHMARK ADMINISTRATION’, ‘LBMA’, ‘LBMA GOLD PRICE’, ‘LBMA SILVER PRICE’, ‘IBA’, ‘IBAL’, or anything confusingly similar thereto, or any trade mark that consists of or includes any such words, without the prior written consent of Precious Metals Prices Limited or ICE, as applicable.

The Customer agrees that it will acknowledge ICE as the source of the LBMA Precious Metals Materials which serve directly or indirectly as, or as part of, an input or underlying reference for a Licensed Product.

The following disclaimer and information must be included in any and all documentation and informational materials used in connection with a Licensed Product (including, without limitation, contract specifications, rulebooks, webpages, publication pages or files, and any marketing, advertising, sales and promotional material), whether internally within the Customer or Customer Group Companies or distributed to or by any third parties, and in all mediums whatsoever, including but not limited to, in printed materials or in electronic form, unless ICE notifies the Customer otherwise or of any updates:

“THE [LBMA GOLD PRICE/LBMA SILVER PRICE], WHICH IS ADMINISTERED AND PUBLISHED BY ICE BENCHMARK ADMINISTRATION LIMITED (IBA), SERVES AS, OR AS PART OF, AN INPUT OR UNDERLYING REFERENCE FOR [LICENSED PRODUCT NAME].

[LBMA SILVER PRICE/LBMA GOLD PRICE] IS A TRADE MARK OF PRECIOUS METALS PRICES LIMITED, AND IS LICENSED TO IBA AS THE ADMINISTRATOR OF THE [LBMA SILVER PRICE/LBMA GOLD PRICE]. ICE BENCHMARK ADMINSTRATION IS A TRADE MARK OF IBA AND/OR ITS AFFILIATES. [THE LBMA GOLD PRICE [AM/PM]/LBMA SILVER PRICE], AND THE TRADE MARKS [LBMA GOLD PRICE/LBMA SILVER PRICE] AND ICE BENCHMARK ADMINISTRATION, ARE USED BY [LICENSEE] WITH PERMISSION UNDER LICENCE BY IBA.

IBA AND ITS AFFILIATES MAKE NO CLAIM, PREDICATION, WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM ANY USE OF THE [LBMA GOLD PRICE/LBMA SILVER PRICE], OR THE APPROPRIATENESS OR SUITABILITY OF THE [LBMA GOLD PRICE/LBMA SILVER PRICE] FOR ANY PARTICULAR PURPOSE TO WHICH IT MIGHT BE PUT, INCLUDING WITH RESPECT TO [LICENSED PRODUCT NAME]. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, AS TO QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE OR NON-INFRINGEMENT, IN RELATION TO THE [LBMA GOLD PRICE/LBMA SILVER PRICE], ARE HEREBY EXCLUDED AND NONE OF IBA OR ANY OF ITS AFFILIATES WILL BE LIABLE IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY OR NUISANCE, FOR MISREPRESENTATION, OR UNDER ANTITRUST LAWS OR OTHERWISE, IN RESPECT OF ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, FAILURES, CESSATIONS OR CHANGES (MATERIAL OR OTHERWISE) IN THE [LBMA GOLD PRICE/LBMA SILVER PRICE], OR FOR ANY DAMAGE, EXPENSE OR OTHER LOSS (WHETHER DIRECT OR INDIRECT) YOU MAY SUFFER ARISING OUT OF OR IN CONNECTION WITH THE [LBMA GOLD PRICE/LBMA SILVER PRICE] OR ANY RELIANCE YOU MAY PLACE UPON IT.”

M-3

Where LBMA Gold Price or LBMA Silver Price is referenced in any documentation and informational materials used in connection with a Licensed Product for the first time, the following wording should be displayed prominently:

“[LBMA SILVER PRICE/LBMA GOLD PRICE] IS A TRADE MARK OF PRECIOUS METALS PRICES LIMITED, IS LICENSED TO ICE BENCHMARK ADMINISTRATION LIMITED (IBA) AS THE ADMINISTRATOR OF THE [LBMA SILVER PRICE/LBMA GOLD PRICE], AND IS USED BY [LICENSEE] WITH PERMISSION UNDER LICENCE BY IBA.”

Each use of the LBMA Precious Metals Trade Marks must be in a style and manner that is consistent with ICE’s own use of the LBMA Precious Metals Trade Marks.

Licence Fees

The Customer is required to Report to ICE on a quarterly basis, no later than 10 business days after the end of each calendar quarter, the peak amount of all applicable Customer Group Companies’ total Assets Under Management for each Licensed Product for the applicable quarter, and, to the extent that a Licensed Product is calculated in part from information other than the LBMA Gold Price or the LBMA Silver Price, as applicable, the percentage that the LBMA Gold Price or the LBMA Silver Price, as applicable, represents in the calculation of the Licensed Product, in each case for the purpose of calculating the fees payable in respect of this Licence.

The fees payable (and when they are payable) in respect of this Licence for any given period are set out in the Licensing & Data section of ICE’s website at https://www.theice.com/iba/licensing or as otherwise notified to the Customer by ICE from time to time.

This Licence is to effective on June 13, 2022

M-4

SIGNATURE PAGE
	ICE Benchmark Administration Limited (“ICE”)
	By:	/s/ Clive de Ruig
	Name:	Clive de Ruig
	Title:	COO
	Date:	June 13, 2022
	Sprott ESG Gold ETF (“the Customer”)
	By:	/s/ W. Whitney George
	Name:	W. Whitney George
	Title:	Director
	Date:	June 9, 2022

M-5

EX-10.9

Exhibit 10.9

 

IOPV CALCULATION
AGREEMENT

- hereinafter referred to as the “Agreement” -

between

Solactive AG

Platz der Einheit 1

60327 Frankfurt, Germany

- hereinafter referred to as “Solactive” -

and

Sprott ESG Gold ETF
320 Post Rd
Suite 230
Darien, CT 06820
- hereinafter referred to as the “Partner” -

dated 25 May 2022 (the “Agreement Date”)

Solactive and the Partner are hereinafter also referred to individually as a “Party”
and collectively as the “Parties”

1. PREAMBLE

Solactive is an independent German-based multi-asset class index service provider, operating worldwide and active in the business of calculation, maintenance and dissemination of Indicative Optimized Portfolio Value (“IOPV”).

The Partner wishes to use the services of Solactive regarding the calculation, maintenance, and dissemination of the IOPVs during the term of this Agreement and as agreed between the Parties from time to time through the execution of an Order Schedule.

THEREFORE, the Parties agree as follows:

2.
DEFINITIONS AND INTERPRETATION

2.1. Definitions

In this Agreement the words and expressions listed in the list of definitions below shall have the meanings as ascribed to them in the following list of definitions:

“Applicable Law” means, with respect to a Party, the laws, rules and regulations applicable to the business of that Party which are in force during the term of this Agreement.

“Confidential Information” means all information disclosed, by whatever means, by one party (the “Disclosing Party”) to another party (the “Receiving Party”) which concerns: (i) the business or operations of the Disclosing Party; (ii) this Agreement, including without limitation, the details of Remuneration; and/or (iii) any information which is not public information.

“Files” means (a) the portfolio composition files; and (b) other data related to the calculation of the IOPV.

“Fund” means (a) Exchange-Traded Fund; or (b) any other fund that contains a basket of investments.

“Good Industry Practice” means, in respect of any activity, performing that activity using the degree of skill, care, diligence and judgement and in compliance with rules directly relevant to the IOPV calculation services that would be reasonably expected of a reasonably skilled and experienced provider of services similar to the services provided under this Agreement.

“Losses” means: (a) damages awarded by a court of competent jurisdiction and/or settlement amounts and (b) costs (including reasonable legal costs, expenses and fees).

“Market Data Usage Agreement” means an agreement to which Solactive is not a party and which is entered into between a) the Market Data Dissemination Agent and the relevant Vendor, Re-vendor or third party and/or b) the relevant Vendor, Re-vendor or third party and another Vendor, Re-vendor or third party.

“Market Data Dissemination Agent” means the agent with whom Solactive has an agreement for the dissemination of the IOPVs.

“Order Schedule” means an order schedule in the form set out in Appendix of this Agreement specifying the IOPVs.

2

“Promotional Materials” shall mean any information, which the Partner produces, provides and/or publishes voluntarily, including but not limited to, brochures, website pages and press releases.

“Quarter Date” means each of the following dates: 31 March, 30 June, 30 September and 31 December.

“Related Third-Party” means any third-party that has a legal, commercial and/or operational relationship with the Partner and is authorized by the Partner to deliver the Files to Solactive, such as custodians.

“Re-vendor” means a market data provider that does not receive market data directly from the Market Data Dissemination Agent, but indirectly from a third-party.

“Solactive Trademarks” means all registered and unregistered trademarks owned by Solactive.

“Start Date” means the date as specified in an Order Schedule for the start of a IOPV calculation service.

“Tax(es)” shall mean any (i) value-added, sales, goods, transaction, service or similar taxes, (ii) any stamp duty or similar levies, and (iii) taxes to be withheld at source of any kind (withholding tax) that Solactive may be required to deduct, withhold and remit to tax authorities or other governmental bodies in relation to the services rendered under this Agreement.

“Vendor” means a market data provider that receives market data, directly from the Market Data Dissemination Agent.

2.2. Interpretation

Except where stipulated otherwise in this Agreement, any reference in this Agreement to:

2.2.1. any Party, company or other person shall be construed so as to include its successors in title, permitted assignees and permitted transferees;

2.2.2. a reference to a company or other legal entity shall be construed so as to include any legal entity or entities into which such company may be merged by means of a statutory merger or into which it may be split-up or de-merged, by means of a statutory split-up or demerger;

2.2.3. a reference to any time is to local time in Frankfurt am Main, Germany on the relevant day;

2.2.4. a reference to a section or schedule means a section or schedule of or to this Agreement;

2.2.5. a “regulation” includes any applicable regulation, rule, official directive, request or guideline (whether or not having the force of law) made from time to time by any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority (including stock exchanges) or organization as amended or re-enacted; and

2.2.6. a provision of law is a reference to that provision as amended or re-enacted and shall be construed, at any particular time, as including a reference to all subordinate

3

legislation and all regulations, decisions or other binding administrative acts by any governmental authority (including stock exchanges) made from time to time under it.

Section and schedule headings are for ease of reference only and shall not affect the interpretation of this Agreement.

The terms “shall” or “will” are intended to infer an obligation or duty of the respective Party.

3.
IOPV CALCULATION

3.1. Subject to the provisions of this Agreement and each applicable Order Schedule, Solactive shall continually calculate the IOPVs set out in the Order Schedule based on Files received from the Partner and will continuously maintain and disseminate the IOPVs.

3.2. Any Order Schedule issued under this Agreement shall only become effective if signed by the Parties. Each Order Schedule shall come into force on the Start Date stated therein and shall be subject to the terms and conditions of such Order Schedule and this Agreement. In the event of any inconsistency between this Agreement and an Order Schedule, the Order Schedule shall prevail in respect of that Order Schedule only.

3.3. The scope of service provided by Solactive includes setting up the IOPVs. Setup includes tickers, daily parameters, exchange rates, calculation days, calculation term etc., in relation with the IOPVs.

3.4. Solactive shall use its best endeavours to ensure that the IOPVs are calculated and maintained correctly.

3.5. If Solactive notices that it has made an error in the calculation of the IOPV, it shall notify the Partner without undue delay through the usual information channels and, as far as necessary, shall notify the Partner without undue delay of any necessary corrections.

3.6. During the term of the Agreement the Partner may make suggestions for changing the criteria for compiling and calculating the IOPVs or including additional calculation specifications. Solactive shall examine the feasibility of the proposals and make a decision on the implementation. If the changes have an effect on the calculation, maintenance or dissemination of the IOPVs and if this increases Solactive’s work, Solactive may increase the remuneration. If Solactive proposes to increase the remuneration, it shall notify the Partner in writing with 30 calendar days’ prior notice. The remuneration shall not be increased without the prior written consent of the Partner.

4. IOPVs DISSEMINATION

4.1. Solactive is entitled to include and disseminate the IOPVs through its Market Data Dissemination Agent to Vendors and Re-vendors. Dissemination of the IOPVs comprises the real-time values of the IOPVs. Solactive shall stipulate the technical format for the dissemination of the IOPVs and may modify it as required at its own discretion or at the request of the Market Data Dissemination Agent, without prior coordination with the Partner.

4

4.2. Certain Vendors or Re-vendors may claim additional fees for displaying the IOPVs (“Vendor Fee”). The Vendor Fee will only be payable if such fee was agreed between the Parties and set out in the Order Schedule. If Partner does not agree to pay the Vendor Fee, Partner acknowledges that the IOPVs might not be displayed by a Vendor or Re-vendor.

4.3. If there is a breach of the provisions of the Market Data Usage Agreement or a misuse of the IOPVs by third parties, this shall not give rise to any claims by the Partner against Solactive. However, if Solactive becomes aware of any abuse, it will use its best endeavors to stop such abuse.

4.4. Solactive shall be entitled to retain any compensation received in connection with the dissemination of the IOPVs and the Partner will not be entitled to such compensation.

4.5. Solactive is not obliged to ensure that any Vendor or Re-vendor will a) display the IOPVs or b) indicate the Partner as a source when it presents the IOPVs. However, Solactive may require Vendors and Re-vendors to display “Source: Solactive AG” as the general source.

5. IOPVs RIGHTS

5.1. Solactive hereby exclusively transfers to the Partner all rights, title, and interest in the IOPVs, in so far as such rights do not belong to third parties.

5.2. The Partner hereby grants Solactive, during the term of this Agreement, the non-exclusive and non-transferable right, to use the Files free of charge, as well as the right to publish the IOPVs calculated by Solactive and listed in the corresponding Order Schedule, to the extent necessary to fulfil its obligations and exercise its rights under this Agreement only and use the IOPV for its own advertising purposes.

5.3. The Partner may publish, display and make commercial use of the IOPVs or grant third parties access to such information. Notwithstanding the foregoing, the Partner shall not disseminate the IOPVs to any third party, if the Partner is aware of any such third party being a Vendor or Re-vendor at the time of dissemination.

5.4. At the request of Solactive, the Partner shall provide evidence that the obligations specified in 5.3 second sentence have been fulfilled.

6.
OBLIGATIONS OF THE PARTIES

6.1. The Partner must provide on a daily basis the Files of each Fund on which the IOPV calculation shall be based on. The Files will be provided in a file format as agreed between the Parties on an FTP server specified by Solactive.

6.2. The Partner shall be responsible for the completeness, correctness and sufficiency of the Files and related data to effectively allow Solactive to perform the obligations created under this Agreement.

6.3. The Partner shall notify Solactive of a) any Related Third-Party connected to the provisions of Files or data necessary for the calculation of IOPV or any change in the Related Third-Party and b) any other changes and corrections in the Files that may affect the calculation on the 

5

IOPVs as soon as possible after the Partner becomes aware of such changes or corrections. Notwithstanding the foregoing, the Partner will be responsible for the provisions of Section 6.2.

6.4. As far as is possible and can reasonably be expected, each Party shall provide the other, upon request, with all information available on the IOPVs. However, it does not include information and data which are classified as operating or business secrets of the Parties or for which one Party is obliged to observe confidentiality for other reasons.

7. USE OF TRADEMARKS

7.1. The Partner warrants that it is the owner of the trademarks or Fund names specified in the Order Schedule or that it is granted sufficient rights of use to implement this Agreement, including the right to grant rights to Solactive as provided for in this Agreement.

7.2. The Partner hereby grants Solactive for the term of the Agreement the non-exclusive and non-transferable right, unrestricted in content, to use the trademarks or Fund names listed in the Order Schedule subject to the provisions of this Agreement and to extend necessary to fulfil its obligations under this Agreement.

7.3. Solactive agrees only to use the trademarks listed in the Order Schedule in the form set out in the Order Schedule, or as otherwise agreed from time to time between the Parties.

7.4. The Partner agrees to indemnify Solactive for any claims which may be filed against Solactive by third parties with regard to use of the trademarks listed in the Order Schedule in as far as these are used by Solactive in accordance with the provisions of this Agreement and to the extent necessary to fulfil its obligations under this Agreement.

7.5. Where the Partner does not include any trademark or deviating trademarks in relation to the Fund name in the relevant Order Schedule, Partner hereby warrants that the Fund name and its use by Solactive does and will not infringe or otherwise breach any third party trademarks or other third party rights of any kind. The Partner shall indemnify Solactive from any direct or indirect claims potentially raised against Solactive with respect to an infringement or breach of the warranty stated in the foregoing sentence .

8. ISSUER’S STATEMENT

8.1. The Partner shall indicate clearly that the IOPV is calculated by Solactive; however, in no circumstance give the impression, either expressly or by implication, that the related financial instrument is marketed and/or promoted by Solactive.

8.2. The Partner shall include the following disclaimer (“Disclaimer”) on its website as well as in its regulatory and promotional material:

“The IOPV is calculated by Solactive AG (Solactive). The financial instrument is not sponsored, endorsed, promoted or sold by Solactive in any way and Solactive makes no express or implied representation, guarantee or assurance with regard to the IOPV, IOPV calculations or the fund.”

6

8.3. It is the Partner’s own and sole responsibility to comply with any legal requirements concerning the accuracy and completeness of the regulatory and promotional material(s) for the financial product(s) issued by the Partner.

9. REMUNERATION

9.1. The Partner shall pay the remuneration (the “Remuneration”) set out in the applicable Order Schedule in accordance with the terms of this Agreement

9.2. The Partner shall pay the Remuneration upon the Start Date specified in the applicable Order Schedule and thereafter on the beginning of each following calendar year (unless otherwise provided in the applicable Order Schedule). For the sake of clarity:

9.2.1. The first invoice shall be pro-rated in accordance with the period from the applicable Start Date to the end of the calendar year (unless otherwise provided in the applicable Order Schedule); and thereafter

9.2.2. Solactive shall issue an invoice to the Partner at the beginning of each calendar year for services to be rendered for such calendar year (unless otherwise provided in the applicable Order Schedule).

9.3. In the event of termination of the service by the Partner under Section 10.3 or 10.4 of this Agreement, upon request by the Partner, Remuneration paid in advance shall be refundable, on a pro-rated basis, for the relevant IOPV.

9.4. The Remuneration shall be payable immediately upon the Partner’s receipt of the applicable invoice (the “Invoice Date”). If Solactive has not received the Remuneration by the thirtieth (30th) day following the Invoice Date, a default interest of nine (9) percentage points above the current base interest rate as announced by the Deutsche Bundesbank under the heading: “Basic rate of interest pursuant to section 247 of the German Civil Code” (the “Interest Amount”) shall be applied to the Remuneration as of the Invoice Date and become due and payable immediately. This Section 9.4 shall not affect any other remedies available to Solactive.

9.5. The Remuneration may be adjusted for inflation (the “Adjustment”) once per annum to reflect the percentage increase in the Harmonized Index of Consumer Prices published by the Eurostat (the “HICP”) or such other index which is most consistent with the HICP if the HICP is no longer published.

9.6. The Parties agree that Solactive shall not be entitled to any Renumeration or reimbursements except as set forth in this Agreement (including Order Schedules).

10. TERM AND TERMINATION

10.1. This Agreement shall be effective on and from the Agreement Date for an initial period of two (2) years and thereafter shall automatically renew for successive periods of one (1) year.

10.2. Except as otherwise expressly provided in any applicable Order Schedule, each IOPV shall be effective on and from the Start Date set forth in the applicable Order Schedule and shall 

7

continue for an initial period of two (2) years (the “IOPV Initial Term”) and thereafter shall automatically renew for successive periods of one (1) year (each a “IOPV Renewal Term” and together with the IOPV Initial Term, the “IOPV Term”).

10.3. Each Order Schedule may be terminated by either Party by providing written notice to the other Party at least one hundred and eighty (180) calendar days to the end of the calendar Quarter Date thereby terminating calculation of individual IOPV specified in the relevant Order Schedule, however no less than two years after the calculation start date of the relevant IOPV. In the event of partial termination of this type the Remuneration due shall be reduced in accordance with Section 9.3 of this Agreement.

10.4. Each Party may terminate, in writing, a IOPV or all IOPVs, with immediate effect, in the following events:

10.4.1. the other Party commits a breach under this Agreement or an Order Schedule and fails to remedy such breach within a period of fifteen (15) calendar days following receipt of a written notification from the non-breaching Party specifying the breach and requesting its remedy;

10.4.2. the other Party files a petition in bankruptcy or for reorganization under the laws of any jurisdiction; or

10.4.3. the other Party dissolves or ceases to carry on business.

10.5. Solactive may terminate an IOPV with thirty (30) calendar days written notice to the Partner in the following events:

10.5.1. Solactive is made aware of Applicable Law that, in the reasonable opinion of Solactive, impairs or prevents Solactive’s ability to perform its obligations under this Agreement; or

10.5.2. Solactive reasonably believes that the outcome of any litigation or proceeding conducted against Solactive may have a material adverse effect on Solactive’s ability to perform its obligations under this Agreement.

10.6. All declarations of termination in connection with this Agreement shall be in writing and the termination date in respect of an IOPV service shall be provided by Solactive (the “IOPV Termination Date”).

10.7. The following Sections shall survive termination of any IOPV and remain in full force for an indefinite period following such termination: Sections 11, 12, 13 and 14.

10.8. On the IOPV Termination Date:

10.8.1. the service (in respect of the IOPV that has been terminated) provided under this Agreement and the applicable Order Schedule shall be terminated;

10.8.2. Solactive’s obligations with respect to the IOPV shall cease (in respect of the IOPV that has been terminated);

8

10.8.3. Solactive shall cease the calculation of the lOPVs and Dissemination immediately. Upon request from the Partner, Solactive shall transfer all IOPV and all rights relating thereto to the Partner (whether such rights be intellectual property rights or otherwise).

10.8.4. the Parties shall pay any Remuneration, Interest Amounts and Taxes (and any other amounts) due and owing.

11. REPRESENTATIONS

11.1. Each Party represents to the other Party that:

11.1.1. it is duly incorporated, formed or organized and is validly existing under the laws of the jurisdiction of its incorporation, formation or organization and has the capacity and authority to enter into, deliver and perform the terms of this Agreement;

11.1.2. it is not nor, to the best of its knowledge, is any director, officer, agent, employee or affiliate of it subject to any Sanctions;

11.1.3. this Agreement has been executed by a duly authorized representative(s) of each Party; and

11.1.4. all Order Schedules will be executed by a duly authorized representative(s) of each Party.

11.2.
Save as expressly set out in this Agreement and to the extent permissible by law, Solactive does not make any representation or warranty and does not otherwise assume any responsibility, obligation or duty to the Partner regarding: (i) the IOPV; (ii) any information that Solactive provides to the Partner in relation to this Agreement; and (iii) the completeness, accuracy, condition, quality, merchantability, performance or fitness for a particular purpose with respect to the IOPV.

12. LIABILITY AND INDEMNIFICATIONS

12.1. Nothing in this Agreement shall be construed as excluding or limiting a Party’s liability hereunder for Losses (including reasonable legal costs, expenses and fees) incurred by the other Party resulting from:

12.1.1. breach under Section 11;

12.1.2. indemnifications;

12.1.3. injury to life, physical integrity or health; and/or

12.1.4. action or omission committed intentionally.

12.2. Solactive’s liability under this Agreement for Losses incurred by the Partner resulting from:

12.2.1. any action or omission that is committed by gross negligence by Solactive shall not in the aggregate exceed 50% of the Remuneration already paid over the previous six (6) months for the IOPV calculation which has given rise to the respective Loss;

9

12.2.2. any action or omission that is committed by simple negligence by Solactive shall not in the aggregate exceed 25% of the Remuneration already paid over the previous six (6) months for the IOPV calculation which has given rise to the respective Loss.

12.3. To the extent permitted by law, liability for indirect, consequential, punitive or similar damages, or for loss of profit or revenue is excluded. Liability pursuant to the indemnities set out in this Agreement or any other liability which cannot be excluded by law is not excluded or limited under this Agreement.

12.4. The Parties shall take all reasonable steps to mitigate the loss and damage it incurs in relation to any claim or action which it brings against the other Party.

12.5. The Partner’s claims for compensation shall fall under the statute of limitations after two years. The limitation period shall begin at the end of the year in which (i) the claim arose; and (ii) the Partner gained knowledge of the circumstances giving rise to the claim and the identity of the debtor or would have gained knowledge thereof had not acted with gross negligence.

12.6. Solactive shall not be liable for losses arising out of any delay in or interruption of the performance of its obligations under this Agreement due to: (a) forces beyond its control, including, without limitation, political unrest, acts of war or terrorism, civil or military disturbances, nuclear or natural or medical catastrophes or acts of God; (b) interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services which have not been caused by intentional or grossly negligent conduct by Solactive; it being understood that Solactive shall use reasonable efforts which are consistent with Good Industry Practice to resume performance as soon as practicable under the circumstances; (c) failure to deliver Files by Partner or Related Third-Parties.

12.7. Solactive shall not be liable for losses of any type whatsoever caused to the Partner or third-parties in connection with the issue, marketing, quoting, trade or advertising of the Funds or financial instrument issued by the Partner. The Partner indemnifies Solactive in this respect for any third party claims.

12.8. The Partner shall be obliged to ensure and hereby warrants that: (i) the acceptance, utilization and processing of the Files provided by the Partner to Solactive is in accordance with this Agreement; and that (ii) the publication of the processed Files and IOPVs based on the processed Files does and will not infringe or otherwise breach third party rights of any kind. The Partner agrees to fully indemnify, defend and hold harmless Solactive and its respective officers, directors, employees, agents and representatives (each a “Solactive Indemnified Party” and together the “Solactive Indemnified Parties”) from any direct or indirect claims potentially raised against Solactive in that context.

13. TAXES

13.1. The Partner shall pay any and all applicable Taxes. The Partner shall not be responsible for taxes payable by Solactive if and to the extent such Tax is imposed on or calculated by reference to the net income received or receivable by Solactive.

10

13.2. Each Party shall be responsible for complying with all Tax obligations imposed on it by a government entity in connection with the transactions contemplated herein

13.3. The Partner shall make all payments to be made by it without deduction or withholding of any Taxes, unless a tax deduction or withholding of Tax is required by law. If a Tax deduction or withholding of Tax is required by law to be made by the Partner, the amount of the payment due from the Partner shall be increased to an amount which (after making any tax deduction or withholding) leaves an amount equal to the payment which would have been due if no Tax deduction had been required.

13.4. The Parties agree to cooperate with each other to determine and minimize each Party’s respective Tax liabilities to the extent legally permissible.

14. CONFIDENTIALITY

The Parties shall use all matters, facts and information concerning the Parties in connection with this Agreement (“Confidential Information”) solely for the purposes described in this Agreement and shall treat such Confidential Information confidentially unless they are required to disclose it by any applicable statute, law, regulation or written and legally enforceable policy or by legal process or an order or requirement of a court of competent jurisdiction or government department or agency. This applies in particular to the amount of remuneration due under this Agreement and to the content of this Agreement. The Parties shall impose this confidentiality obligation on any vicarious agents, members of corporate bodies, employees or advisers who are given access to the Confidential Information. In so doing, the Parties shall ensure, to the extent admissible under employment law, that the confidentiality obligation imposed on the employees shall continue to apply in the event that employees leave the services of a Party under obligation during the term of this confidentiality obligation. If Confidential Information is disclosed to third parties the other Party shall be informed in writing without undue delay. Notwithstanding the foregoing, the Partner shall be entitled to use Solactive’s name for inclusion in any offering documents and marketing materials related to the financial instruments to be issued by the Partner.

Confidentiality is governed by the following:

14.1. The Receiving Party may only use the Confidential Information for purposes of this Agreement. The Receiving Party agrees that:

14.1.1. it will hold the Confidential Information in the strictest confidence;

14.1.2. it will exercise no less care with respect to the Confidential Information than the level of care exercised with respect to its own Confidential Information;

14.1.3. it will not copy or disclose to any third-party any portion thereof; and

14.1.4. it will notify immediately the Disclosing Party of any unauthorized disclosure or use and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Confidential Information.

14.2. The Receiving Party may provide its employees, directors and agents (the “Representative Group”) with access to Confidential Information on a strict “need-to-know” basis only. The Receiving Party shall be responsible for any breach of this Section 14 by its Representative Group.

11

14.3. The obligations in Section 14.1 shall not apply if and to the extent:

14.3.1. disclosure of Confidential Information is required by:

a) Applicable Law of any country with jurisdiction over the affairs of the Receiving Party;

b) any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body; or

14.3.2. such information:

a) was known to the Receiving Party prior to disclosure or is in the public domain other than through breach of this Section 14;

b) is independently developed by the Receiving Party without use of or reference to the Confidential Information provided by the Disclosing Party.

The Party required to disclose Confidential Information under Section 14.3.1 shall notify the other Party of such request (to the extent not prohibited by Applicable Law) as promptly as practicable following such request.

14.4. The Receiving Party shall, upon the written request of the Disclosing Party, return to the Disclosing Party or destroy all tangible materials containing the Confidential Information; provided, however, that the Receiving Party may retain any such Confidential Information as may be necessary to satisfy any Applicable Law, internal policy or procedure (including, but not limited to, technology back-up procedures). Any portion of the Confidential Information that is not returned or destroyed in accordance with this Section 14.4 shall be held by the Receiving Party in accordance with this Section 14.

14.5. In respect of each IOPV, this Section shall remain in full force for a period of five (5) years following termination of each IOPV.

15. GOVERNING LAW

15.1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed and interpreted in accordance with the laws of the Federal Republic of Germany.

15.2. The place of exclusive jurisdiction for all disputes between the Parties arising out of or in connection with this Agreement or regarding its validity (including, without limitation, disputes or claims based on tort) is Frankfurt am Main, Germany.

16. MISCELLANEOUS

16.1. All notices and other communications under this Agreement shall be: (i) in writing; and (ii) delivered by hand, registered or certified mail, facsimile transfer or electronic mail to the details set forth below or such details as either Party shall specify by written notice to the other; and (iii) deemed given upon receipt. For further details regarding electronic signatures please refer to Section 16.10

To Solactive:

12

Solactive AG Platz der Einheit 1 60327 Frankfurt, Germany
Attn.: Legal Department
Telephone: Fax: E-Mail:	+49 69 719 160 393 +49 69 719 160 25 legal@solactive.com

To the Partner: Sprott ESG Gold ETF 320 Post Rd Suite 230 Darien, CT 06820
Attn.: Telephone: E-Mail:	Steve Schoffstall N/A SSchoffstall@sprottusa.com
Tax ID:	86-6647708

16.2. The Partner may not assign, transfer or otherwise dispose of this Agreement or any of its rights under this Agreement or sub-contract, transfer or otherwise dispose of any of its obligations under this Agreement without the prior written consent of Solactive. Any purported transfer, assignment or delegation in violation of this Section shall be null and void and shall give rise to a right to terminate this Agreement.

16.3. At its own and sole discretion, Solactive may engage third-parties in order to fulfill its contractual obligations hereunder. Solactive will be liable to the Partner for the acts and omissions of such third-parties (in accordance with the provisions of this Agreement) as if it had committed such acts and omissions itself.

16.4. This Agreement, including all Order Schedules, constitutes the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersedes all previous agreements, both written and oral, relating to the Transactions between the Parties.

16.5. Each Party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, assurance or warranty of any person other than as expressly set out in this Agreement.

16.6. No third-party shall have any directly enforceable rights under the terms of this Agreement.

16.7. The provisions contained in each Section of this Agreement shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid. If any of those provisions is void but would be valid if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

13

16.8. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16.9. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement.

16.10. An electronic copy of a signature executed and delivered via electronic mail services (e.g., www.docusign.com) or other method and any counterpart so executed or delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. An electronic copy of a signature received in Portable Document Format (PDF) shall be deemed to be of the same force and effect as an original signature on an original executed document.

16.11. Any modification or amendment to this Agreement, including any amendment or modification of this Section 16.11, shall be in writing.

16.12. The place of performance and fulfilment for this Agreement is the registered office of Solactive in Frankfurt am Main, Germany.

[Remainder of page intentionally left blank; signature page follows]

14

By their signatures below, the Parties hereby agree to be bound by the terms and conditions of this Agreement.

Solactive AG		Sprott ESG Gold ETF
Frankfurt, 11 July 2022		Darien, CT June 23, 2022
(Location, Date)
/s/ Timo Pfeiffer		/s/ W. Whitney George
Name:	Timo Pfeiffer, CMO	Name:	W. Whitney George
Title:		Title:	Director
/s/ Alexander Steiner
Name:	Alexander Steiner, CIO	Name:
Title:		Title:

15

	APPENDIX
Form of Order Schedule	[TEMPLATE]
	ORDER SCHEDULE

This Order Schedule (the “Order Schedule”) is dated as of [DD MMMM YYYY] (the “Order Schedule Effective Date”) between Solactive AG (“Solactive”) and [Account Name (Contracting)] (the “[Contracting Party Reference]” and together, the “Parties”) relating to the [Master Agreement Type] dated as of [DD MMMM YYYY] as amended from time to time between Solactive and [Account Name (Main)] (the “Agreement”).

This Order Schedule (the “Order Schedule”) is dated as of [•] (the “Order Schedule Effective Date”) between Solactive AG (“Solactive”) and [•] (the “Partner” and together, the “Parties”) relating to the IOPV Agreement dated as of [•] as amended from time to time between Solactive and [•] (the “Agreement”).

The terms and conditions of the Agreement are incorporated herein by reference. This Order Schedule shall be read and construed in accordance with the Agreement. Capitalized terms used but not otherwise defined in this Order Schedule shall have the meanings ascribed to such terms in the Agreement. In the event of any inconsistency between the terms and conditions set forth in the Agreement and in this Order Schedule, the terms and conditions set forth in this Order Schedule shall prevail.

1  PRODUCT DETAILS

The following table sets forth the Index/Indices covered under this Order Schedule:

Ref. No.	Indicative (IOPV) Optimized Portfolio Value	ISIN	Reuters Instrument Code (RIC)	Bloomberg Ticker
1

2  REMUNERATION

The following table sets forth the Remuneration payable by the Partner under this Order Schedule:

Ref. No.	Service Description	Service Category	Start Date	Billing Type	Currency	Fixed Remuneration	Variable Remuneration (in bps)	Minimum	Maximum Fee	Additional Detail(s)/SpeciaI Arrangement(s)
1

3  PARTNER TRADEMARKS

The following table sets forth the Partner Trademark(s) / Fund(s) Names that Solactive may use in connection with the applicable Index/Indices.

Partner Trademark / Funds names Partner Trademark Owner Additional Detail(s)

Sign for and on behalf of Solactive AG Sign for and on behalf of [•]

[TEMPLATE no need to sign]

16

EX-10.10

Exhibit 10.10

SPONSOR AGREEMENT

THIS SPONSOR AGREEMENT (the “Agreement”), dated as of July 15, 2022, is made by and between Sprott Asset Management LP, a limited partnership formed under the laws of the Province of Ontario, Canada, pursuant to the Limited Partnerships Act (Ontario) (the “Sponsor”), with offices in the United States and Canada, and Sprott ESG Gold ETF, a statutory trust formed under the laws of Delaware (the “Trust”). The activities of the Trust are described in the Registration Statement on Form S-1, as may be amended from time to time, (File No. 333-264576) (the “Registration Statement”) relating to the public offer and sale of units of beneficial interest in the Trust. Any defined terms used in the Agreement and not defined herein shall have the meanings ascribed to those terms in the Registration Statement.

1. The Trust. The Trust is sponsored by the Sponsor. The Trust is neither an investment company registered under the Investment Company Act of 1940, as amended, or a commodity pool for purposes of the United States Commodity Exchange Act of 1936, as amended.

2. Appointment. Pursuant to the terms of the Trust’s Amended and Restated Trust Agreement (the “Trust Agreement”), the Sponsor was appointed to serve as sponsor for the Trust, with full powers and rights to effectuate and carry out the purposes, activities and objectives of the Trust. The Sponsor has accepted such appointment and hereby agrees to render such services at its United States offices to the Trust on the terms and conditions set forth in the Trust Agreement and in this Agreement.

3. Duties. The United States offices of the Sponsor will perform such duties for the Trust as set forth in Article V of the Trust Agreement in accordance with the Sponsor’s best judgment and consistent with the Trust’s investment objective outlined in the Trust’s then-current prospectus included as part of the Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”).

4. Reporting; Recordkeeping. Sponsor will be available at reasonable times to discuss activities of the Trust with the trustee of the Trust or its designee. Any written reports supplied by Sponsor to the Trust discussing activities of the Trust are intended solely for the benefit of the Trust, and the Trust agrees that it will not disseminate such reports to any other party (other than the Trust’s service providers) without the prior consent of the Sponsor, except as may be required by applicable law. Sponsor shall make or cause to be made, and shall maintain or cause to be maintained, all records as are required to be made or maintained by it in its capacity as Sponsor.

5. Other Accounts. The Trust understands and acknowledges that Sponsor may act as sponsor for various persons other than the Trust. The Trust acknowledges that Sponsor may give advice and take action concerning other persons that may be the same as, similar to or different from the advice given, or the timing and nature of action taken, concerning the Trust. Except to the extent necessary to perform Sponsor’s obligations under this Agreement, nothing herein shall be deemed to limit or restrict the right of Sponsor, or any affiliate of Sponsor or any employee of Sponsor to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.

6. Sponsor’s Compensation. The Trust shall pay to the Sponsor a fee as compensation for the Sponsor’s services rendered to the Trust, accrued daily and paid monthly in arrears, at an annualized rate equal to 0.38% of the Trust’s daily NAV.

7. Ordinary Fees and Expenses. Sponsor shall be responsible for the payment of the following ordinary administrative and other expenses of the Trust, which are the fees and expenses associated with the services provided by the Trustee (in its capacity as trustee of the Trust), the Administrator, the Cash Custodian, the Transfer Agent, Marketing Agent and the Mint (in its capacity as custodian of the Trust’s allocated and unallocated gold and refiner of Sprott ESG Approved Gold), any expenses charged by the Mint in connection with refining Sprott ESG Approved Gold, any costs associated with researching, establishing and maintaining the ESG Criteria and the diligence of the Sprott ESG Approved Gold held by the Trust, any costs associated with the transfer of gold to or from Authorized Participants in connection with creations and redemptions, the Exchange’s listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal fees and expenses.

8. Liability and Indemnification. Sponsor will be liable for losses suffered by the Trust as a direct result of the Sponsor’s willful misconduct, bad faith or gross negligence in the performance of its duties. Sponsor shall have no liability to the Trust for any loss suffered by the Trust that arises out of any action or inaction or errors in judgment of the Sponsor or its affiliates (each, a “Covered Person”) if such Covered Person acted in good faith. The Sponsor shall be indemnified to the extent provided in Section 5.12 of the Trust Agreement.

9. Tax Filings. Except as described in any applicable filings with the SEC, the Sponsor will not be responsible for making any tax credit or similar claim or any legal filing on behalf of the Trust.

10. Governing Law/Disputes. This Agreement is entered into in accordance with and shall be governed by the laws of the State of New York; provided, however, that in the event that any law of the State of New York shall require that the laws of another state or jurisdiction be applied in any proceeding, such New York law shall be superseded by this paragraph, and the remaining laws of the State of New York shall nonetheless be applied in such proceeding. Each party agrees that in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party waives any right it may otherwise have to (a) seek punitive damages, or (b) request a jury trial.

11. Termination. This Agreement may be terminated at any time by either party upon 30 days’ prior written notice to the other party. Any obligation or liability of either party resulting from actions or inactions occurring prior to termination shall not be affected by termination of this Agreement.

12. Assignment. Neither party shall assign this Agreement without the written consent of the other party, which consent shall not be unreasonably delayed or withheld.

13. Notices. All notices and other communications under this Agreement shall be in writing and shall be addressed to the parties at their respective addresses.

Sponsor shall comply with, and be entitled to act on, any instructions reasonably believed to be from an authorized representative of the Trust. Sponsor and its employees and agents shall be fully protected from all liability in acting upon such instructions, without being required to determine the authenticity of the authorization or authority of the persons providing such instructions.

14. Severability. In the event any provision of this Agreement is adjudicated to be void, illegal, invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and each of such remaining terms and provisions shall be valid and enforceable to the fullest extent permitted by law, unless a party demonstrates by a preponderance of the evidence that the invalidated provision was an essential economic term of this Agreement.

15. Integration; Amendment. This Agreement together with any other written agreements between the parties entered into concurrently with this Agreement contain the entire agreement between the parties with respect to the transactions contemplated hereby and supersede all previous oral or written negotiations, commitments and understandings related thereto. This Agreement may not be amended or modified in any respect, nor may any provision be waived, without the written agreement of both parties. No waiver by one party of any obligation of the other hereunder shall be considered a waiver of any other obligation of such party.

16. Further Assurances. Each party hereto shall execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

17. Headings. The headings of paragraphs herein are included solely for convenience and shall have no effect on the meaning of this Agreement.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first set forth above.

SPROTT ASSET MANAGEMENT LP,
as Sponsor
By:	/s/ W. Whitney George
Name:	W. Whitney George
Title:	Director
SPROTT ESG GOLD ETF by: DELAWARE TRUST COMPANY,
as Delaware Trustee
By:	/s/ Gregory Daniels
Name:	Gregory Daniels
Title:	Assistant Vice President

EX-10.11

Exhibit 10.11

PUBLIC DISPLAY AGREEMENT

between

ICE DATA LLP

and

Sprott ESG Gold ETF

THIS AGREEMENT dated as ofJune 9,2022

BETWEEN:

(1) ICE Data LLP the registered office of which is, Milton Gate, 60 Chiswell Street, London, EC 1Y 4SA, United Kingdom (hereinafter called “ICE Data”) and

(2) Sprott ESG Gold ETFthe registered office of which is situated at
320 Post Road, Ste 230, Darien CT 06820

……………………………………………………….(hereinafter called “Site Owner”).

WHEREAS:

(A) ICE Data has entered into agreements (“Quote Vendor Agreements”) under which it has contracted to provide Pricing Data to Quote Vendors.

(B) Under the Quote Vendor Agreements, Quote Vendors may supply Pricing Data to other Quote Vendors, Sub-Vendors or Subscribers.

(C) The Site Owner wishes to display Delayed Benchmark Pricing Data and/or Delayed Pricing Data on its web site, or published reports.

(D) The Site Owner will either receive the Delayed Benchmark Pricing Data and/or Delayed Pricing Data: (1) as a Subscriber from a Quote Vendor under an agreement between the Site Owner and the Quote Vendor (and in which case ICE Data requires the Site Owner to enter into this Agreement directly with it to regulate the Site Owner’s use of the Pricing Data and the charges payable); or (2) in the case of Delayed Benchmark Pricing Data, directly from ICE Benchmark Administration.

NOW IT IS HEREBY AGREED as follows:

1. Definitions

In this Agreement unless the context otherwise requires the following expressions shall have the following respective meanings:

Definition	Meaning
“API”	means all Exchange real time distribution methods including open application program interface, transport software and additional functionality that facilitates entry or placement, and Pricing Data distribution;
“Affiliates”	means in relation to any company, its subsidiaries, associates and holding company and the subsidiaries and associates of such holding company from time to time as such terms are defined in Section 736 of the Companies Act 1985 and Section 435 of the Insolvency Act 1986;
“Benchmark Products”	means certain benchmarks distributed by ICE Benchmark Administration, as listed in Schedule D;
“Business Day”	means any day on which the Exchange is open for business;
“Charges”	means the annual charges set out in Schedule A, Public Display Policy;
“Delayed Benchmark Pricing Data”	means Benchmark Products, dynamic or snapshot, which is delayed by a minimum specified period, as identified in Schedule D;
“Delayed Pricing Data”	means dynamic or snapshot pricing data which is delayed by a minimum of 10 minutes after initial transmission of real-time data of Traded Contracts;
“Derived Data”	means data which has been produced by the Site Owner based upon a methodology applied to Delayed Benchmark Pricing Data and/or Delayed Pricing Data received by the Site Owner for use in Public Display;
“Exchange”	means any market place in derivatives or other contracts operated by ICE Futures, including Benchmark Products;
“FSMA”	means the Financial Services and Markets Act 2000;
“Historic Pricing Data”	means archived data which specifies the market price of Traded Contracts on any Business Day which is older than 10minutes;
“ICE Benchmark Administration”	means ICE Benchmark Administration Limited or any successor to it as the administrator and publisher of Benchmark Products, regulated by the Financial Conduct Authority;
“ICE Endex”	means ICE Endex Derivatives BN., or any successor to it as the operator of an Exchange upon which certain Traded Contracts are traded, which is regulated by the Netherlands Authority Financial Markets;
“ICE Exchange Entities”	Means ICE Benchmark Administration, ICE Endex, ICE Futures Europe, ICE Futures U.S. and ICE Futures Singapore;
“ICE Futures Europe”	means ICE Futures Europe or any successor to it as the operator of an Exchange upon which certain Traded Contracts are traded, which is a recognised investment exchange under the FSMA;
“ICE Futures Singapore”	means ICE Futures Singapore or any successor to it as the operator of an Exchange upon which certain Traded Contracts are traded, which is regulated by the Monetary Authority of Singapore;
“ICE Futures U.S.”	means ICE Futures U.S., Inc. or any successor to it as the operator of an Exchange upon which certain Traded Contracts are traded, which is regulated by the Commodity Futures Trading Commission;
“ICE Futures Abu Dhabi”	means ICE Futures Abu Dhabi or any successor to it as the operator of an Exchange upon which certain Traded Contracts are traded, which is a recognized investment exchange in Abu Dhabi Global Market and regulated by the Financial Services Regulatory Authority;
“Internet”	means the computer and telecommunications networks, (including the “World Wide Web”) commonly known as the internet;
“Intercontinental Exchange or ICE”	means Intercontinental Exchange, Inc a Delaware corporation with its principal place of business at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328, USA;
“Public Display Policy”	Means the policy which regulates the use of Pricing Data as exhibited in Schedule A, and as amended from time to time by ICE Data;
“Pricing Data”	means collectively Real Time Pricing Data, Delayed Benchmark Pricing Data, Delayed Pricing Data, Historical Pricing Data and Derived Data;
“Quote Vendor”	means a person, firm, company or any other organisation which has a current agreement with ICE Data under which ICE Data provides pricing data and authorises that pricing data to be redistributed under certain terms and conditions;
“Real Time Pricing Data or RTPD”	means real time data specifying the market prices of the Traded Contracts;
“Receiving Devices”	means any unit of apparatus, whether fixed or portable, that is capable of requesting, receiving and/or processing Delayed Benchmark Pricing Data or Delayed Pricing Data or the Site Owner’s modification thereto in visible, audible or other comprehensible form;
“Site Owner’s Site”	the Site Owner’s web site, printed or electronic material, or broadcast agreed with ICE Data from time to time;
“Subscriber(s)”	means any and all persons, firms, companies and organisations with a current contractual arrangement with a Quote Vendor for supply and receipt from such Quote Vendor of Pricing Data;
“Sub-Vendor(s)”	means any person, firm, company or other organisation with which ICE Data has a current Sub Vendor Agreement which permits them to receive Pricing Data through or from a Quote Vendor;
“Tick Data”	means non aggregated Delayed Pricing Data providing detail of every individual bid, ask and/or trade posting along with associated trade times and volumes;
“Traded Contracts”	means all contracts traded on the Exchange;
“Vendor Access Interface”	means an interface with the API developed by a Quote Vendor and conformed by the Exchange in accordance with the terms of the Vendor Access Interface Agreement by which the Quote Vendor gains access to Pricing Data from the API;
“Vendor Access Interface Agreement”	means the agreement between the Quote Vendor, the Exchange and the IntercontinentalExchange under the terms of which the Quote Vendor is permitted to develop and maintain its Vendor Access Interface; and
“the Website”	www.theice.corn or such other Internet website as may be notified by ICE Data to the Site Owner from time to time.

2. Delayed Benchmark Pricing Data and Delayed Pricing Data

2.1 In consideration of the Site Owner’s payment of the Charges in accordance with Clause 3 hereof, ICE Data throughout the term of this Agreement and subject to the terms of this Agreement, will, where the Site Owner obtains Delayed Pricing Data and/or Delayed Benchmark Pricing Data through a Quote Vendor or Delayed Benchmark Pricing Data directly from ICE Benchmark Administration, allow the Site Owner and its Affiliates to use that Delayed Benchmark Pricing Data and Delayed Pricing Data in accordance with this Agreement. The Site Owner acknowledges and agrees that, where it obtains the Delayed Benchmark Pricing Data or Delayed Pricing Data through a Quote Vendor or Delayed Benchmark Pricing Data directly from ICE Benchmark Administration, the Site Owner will cease to be able to receive the Delayed Benchmark Pricing Data and/or Delayed Pricing Data if its agreement with the relevant Quote Vendor or ICE Benchmark Administration is terminated for any reason or expires, and that it will in such an event (if it wishes to continue to receive Delayed Benchmark Pricing Data or Delayed Pricing Data) either enter into a separate agreement with another Quote Vendor or ICE Benchmark Administration, as might be available, in accordance with the terms of this Agreement.

2.2 Nothing in this Agreement shall prevent or restrict ICE Data from making Delayed Benchmark Pricing Data or Delayed Pricing Data available to any person or organisation, on such terms and conditions as it shall deem fit.

2.3 Where the Site Owner obtains the Delayed Benchmark Pricing Data or Delayed Pricing Data through a Quote Vendor, the relevant Quote Vendor shall be responsible, at its cost and expense, for ensuring that its Vendor Access Interface remains conformed in accordance with the terms of the Vendor Access Interface Agreement and shall be responsible for correcting errors and defects and overcoming breakdowns and interruptions occurring in relation to its Vendor User Access Interface. The Site Owner shall be responsible, at its cost and expense, for taking receipt of Delayed Benchmark Pricing Data or Delayed Pricing Data from the relevant Quote Vendor or ICE Benchmark Administration through such means as they have agreed.

2.4 ICE Data reserves the right without notice and in its absolute discretion to:

2.4.1 introduce details of new Traded Contracts into Delayed Pricing Data; and/or,

2.4.2 withdraw prices of any Traded Contract that cease trading on the Exchange from the Delayed Pricing Data; and/or,

2.4.3. introduce new benchmarks into the Benchmark Products; and/or,

2.4.4 withdraw benchmarks from the Benchmark Products which cease to be offered by ICE Benchmark Administration.

In addition ICE Data may, upon reasonable notice to the Site Owner (or, where the Site Owner obtains the Delayed Pricing Data through a Quote Vendor, to the relevant Quote Vendor), introduce, vary or withdraw all or any price information in relation to any Traded Contract if, in the reasonable opinion of ICE Data the trading in that Traded Contract is being carried on at such a level that such variation in the price information comprised in the Delayed Pricing Data is justified. The Site Owner acknowledges that the Exchange may vary the months in which Traded Contracts are traded and/or for which Traded Contracts are delivered or prices at which they are exercised.

2.5 In no case whatsoever shall the Site Owner make, allow to be made available or purport to make available Delayed Pricing Data or Delayed Benchmark Pricing Data to any person, firm, company or organisation in any way or through any medium which is in contravention of the Public Display Policy. It is a material and ongoing condition of this Agreement that the Site Owner shall at all times for the term of this Agreement comply with the Public Display Policy.

2.6 ICE Data shall be entitled to make changes to the Public Display Policy from time to time by giving the Site Owner not less than 30 calendar days’ notice (or such shorter period where required for hone fide operational, legal or regulatory reasons) in writing, or by posting a notice on the Website and promptly sending an email to the Site Owner to the address set out in Schedule B (or such other email address as may from time to time be notified by the Site Owner in accordance with Clause 10), detailing the amendments to the Public Display Policy. The notice shall be deemed to have been served on the day after posting in the case of a written notice or on the date and at the time of posting on the Website. Any email address provided under Schedule B must be a group (rather than an individual) email address and Site Owner must ensure that all `@ice.com’ and `®theice.com’ email addresses (and all other email addresses notified to the Site Owner from time to time) are “white-listed” so that emails from these email addresses not rejected or transferred through junk, spam or similar filters.

3. The Charges

3.1 ICE Data will, on the date of this Agreement and thereafter on each anniversary of the date of this Agreement, invoice the Charges to the Site Owner, provided. The Site Owner shall pay all Charges invoiced within 30 calendar days of the date of each invoice. All payments shall be made in cleared funds. The Site Owner acknowledges that, where it obtains the Delayed Benchmark Pricing Data or Delayed Pricing Data through a Quote Vendor or Delayed Benchmark Pricing Data directly from ICE Benchmark Administration, the Charges payable by it under this Agreement shall be in addition to the fees and charges payable by it to the relevant Quote Vendor or ICE Benchmark Administration.

3.2 ICE Data may amend or alter the Charges by giving the Site Owner at least 90 calendar days’ notice in writing, or by posting a notice on the Website and promptly sending an email to the Site Owner to the address set out in Schedule B (or such other email address as may from time to time be notified by the Site Owner in accordance with Clause 10), detailing the amended Charges. Any change in the Charges shall not affect the annual Charges already paid but shall only apply in relation to future Charges that may become due under this Agreement. The notice shall be deemed to have been served on the day after posting in the case of a written notice or on the date and at the time of posting on the Website.

3.3 Without prejudice to any other remedy ICE Data may have, the Site Owner shall pay ICE Data interest on any overdue sum at the rate of 1.5% per month to run from the date of default to the date of actual payment in fill. However, in respect of any amounts that are or become overdue after the date upon which the relevant provisions under the Late Payment of Commercial Debts (Interest) Act 1998 come into force the Site Owner will pay ICE Data interest thereon at the rate from time to time prescribed under that Act or any relevant secondary, amending or substituting legislation.

3.4 The Site Owner shall not have any right of set-off or make any reduction or adjustment i❑ respect of any amount due to ICE Data under this Agreement.

Site Owner’s liability for Site Owner’s own costs, liabilities and expenses

3.5 All costs expenses and liabilities incurred by the Site Owner in taking Delayed Benchmark Pricing Data or Delayed Pricing Data through a Quote Vendor or Delayed Benchmark Pricing Data directly from ICE Benchmark Administration shall be for the Site Owner’s account

3.6 In addition to any other payments referred to in this Agreement, the Site Owner shall at the same time also pay to ICE Data any Value Added Tax and other applicable taxes and government imposts (but not taxes based on the income of ICE Data) at the applicable rate. All Charges are exclusive of Value Added Tax and other taxes and imposts.

4. Audit Rights

4.1 At any time and from time to time during normal business hours, and on not less than thirty days’ prior written notice to the Site Owner, and not more than once a year, ICE Data or any person or persons specified by ICE Data shall be entitled, and the Site Owner shall permit such persons, to have access to the premises of the Site Owner at which the Site Owner receives or processes Delayed Benchmark Pricing Data or Delayed Pricing Data and/or the premises from which the Site Owner conducts its business, and shall be entitled, and the Site Owner shall permit such persons, to have access to and inspect all instruments and apparatus used in connection with or relating to Delayed Benchmark Pricing Data or Delayed Pricing Data to verify the Site Owner’s compliance with its obligations under and restrictions imposed on it under this Agreement.

5. Liability

5.1 ICE Data warrants that, where it makes the Delayed Benchmark Pricing Data or Delayed Pricing Data available to the Site Owner under this Agreement (as opposed to where the Site Owner obtains it through a Quote Vendor or ICE Benchmark Administration) it is entitled to make the Delayed Benchmark Pricing Data or Delayed Pricing Data available to the Site Owner in accordance with the provisions of this Agreement.

5.2 ICE Data does not warrant that the Delayed Benchmark Pricing Data or Delayed Pricing Data will be free from errors or defects or that it will be uninterrupted, but undertakes that once it becomes aware of or notice is given to it of such matters, it will use reasonable skill and care in endeavouring to correct any such errors and defects as soon as reasonably practicable after receipt of such notice.

5.3 Subject to Clauses 5.5 and 5.6, the total aggregate liability of ICE Data under or in connection with this Agreement (whether for negligence, breach of contract, misrepresentation or otherwise) shall, in relation to any event and all events preceding that event (taken together), be limited to the amount of all Charges paid and payable by the Site Owner in the 12 months preceding that event.

5.4 Subject to Clauses 5.5 and 5.6, ICE Data shall not be liable to the Site Owner for any loss, damage, injury, costs, claims or expenses whatsoever and howsoever arising (whether for negligence, breach of contract, misrepresentation or otherwise):

5.4.1 arising from any cause beyond the reasonable control of ICE Data including, without limiting the generality of the foregoing, force majeure, any mechanical or electrical or telephone breakdown or derangement or power failure or malfunction of any computer and/or data transmission or receiving apparatus and/or auxiliary equipment; and/or

5.4.2 arising from claims that the Delayed Benchmark Pricing Data or Delayed Pricing Data contained errors or defects or that the supply of the Delayed Benchmark Pricing Data or Delayed Pricing Data was interrupted; and/or

5.4.3 arising from or contributed to whether in whole or in part by any person not being ICE Data or a servant or authorised agent or representative of ICE Data; and/or Confidential

5.4.4 until the full extent of the loss has become established.

5.5 Except as set out in Clause 5.6, ICE Data shall not be liable for any special, indirect or consequential loss or damage of whatsoever nature and howsoever arising (whether for negligence, breach of contract, misrepresentation or otherwise), including without limitation loss of profits, loss of anticipated savings, loss of business or loss of goodwill.

5.6 Nothing in this Agreement excludes or limits either party’s liability for its own fraud or for death or personal injury caused by its negligence.

5.7 Except to the extent expressly otherwise stated in this Agreement, all conditions, warranties and representations implied by statute common law or otherwise (including, without limitation, warranties relating to fitness for purpose) in relation to the Delayed Benchmark Pricing Data and Delayed Pricing Data are hereby excluded.

5.8 The Site Owner shall indemnify and keep indemnified ICE Data and its Affiliates against all costs, including legal costs, expenses, damages, loss and liability incurred or suffered by ICE Data or any of those Affiliates by reason of any claim or claims of whatsoever nature, and whether or not based in whole or in part on the negligence or fault of ICE Data, its employees or agents, which is or may be brought or made by any third party in connection, whether directly or indirectly, to the supply of Delayed Benchmark Pricing Data or Delayed Pricing Data by ICE Data to the Site Owner or the Site Owner’s display thereof on the Site Owner’s Web Site. ICE Data shall, upon being notified of such a claim: (i) consult with the Site Owner concerning such claim; and (ii) where appropriate and reasonable, take all reasonable steps at the Site Owner’s cost and expense to assist the Site Owner’s defence of such a claim.

6. Intellectual Property

This Agreement shall not constitute an assignment of any copyright, confidential information or any other intellectual property right whatsoever in or in respect of Delayed Benchmark Pricing Data or Delayed Pricing Data but constitutes a licence to use, process and disseminate Delayed Benchmark Pricing data and Delayed Pricing Data in accordance with the terms of this Agreement.

7. Agreement Personal to the Site Owner

This Agreement is personal to the Site Owner which shall not, without the prior written consent of ICE Data, transfer, assign, sub-license, charge or deal in any other manner with this Agreement or its rights hereunder or any part thereof, nor purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.

8. Term of the Agreement

8.1 This Agreement shall take effect upon the date set out above and shall automatically renew for individual one (1) year terms until terminated, as follows:

(a) in the event a party does not wish for the Agreement to automatically renew either after the Initial Term or any Subsequent Term, the party shall provide to the other party written notice sixty (60) days prior to the end of the Initial Term or Subsequent Term, as appropriate, of its intention not to renew the agreement; or

(b) by either party at any time providing sixty (60) days written notice of such termination; or

(c) by either party upon written notice to the other with immediate effect if the other party is in material breach of any of the terms hereof and, if such breach is remediable, that party fails to remedy the same within one month of that party being notified in writing of such breach; or

(d) by ICE Data upon written notice to the Site Owner with immediate effect should ICE Data consider that unreasonable delays, interruptions or distortions in the display by the Site Owner, however made, of Delayed Benchmark Pricing Data or Delayed Pricing Data or any other action or inaction by the Site Owner are causing damage to ICE Data’s, ICE’s or the Exchange’s reputation, and the Site Owner fails to remedy the same within one month of receiving written notice specifying the matter(s) complained of (provided that ICE will not be required to provide a remedy period where the Site Owner persistently does so); or

(e) by either party upon written notice to the other with immediate effect in the event that the other party makes any arrangement or composition with its creditors or a bankruptcy petition is presented or if a receiving order is made against it or being a company an order is made or a resolution is passed for the winding up of the other patty or the other party has a receiver or administrator appointed of the whole or any part of its assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up or administration order or if the other party takes or suffers any similar or analogous action in consequence of debt in any part of the world other than for reorganisation; or

(f) by ICE Data upon written notice with immediate effect in the event that any invoice issued to the Site Owner pursuant to Clause 3 is not paid within 15 (fifteen) days after the due date for payment.

8.2 Any termination of this Agreement under Clause 8.1 shall be without prejudice to the accrued rights of either party hereunder or to any other rights to which either party may be entitled.

8.3 Immediately following any termination of this Agreement the Site Owner shall cease using, processing or displaying Delayed Benchmark Pricing data and Delayed Pricing Data in any way which is otherwise permitted under the terms of this Agreement.

9. Assistance

The Site Owner will immediately bring to the notice of ICE Data any improper or wrongful use of Delayed Benchmark Pricing Data or Delayed Pricing Data that it becomes aware of and the Site Owner will assist on being so requested by ICE Data in taking all reasonable steps to defend the rights of ICE Data including the institution at ICE Data’s cost of any actions which it may deem necessary for the protection of its rights.

10. Notices

Any notice required to be given pursuant to this Agreement shall be in writing, and shall be given by either party by delivering the same by hand at, or by sending the same by prepaid first class or recorded delivery post or express airmail if to an address outside the country of posting, to the address of the relevant party set out in Schedule B, or such other address as may from time to time be notified by the party as its address for service of notices, or if a company, at its registered office for the time being. Any such notice given as aforesaid shall be deemed to have been delivered and upon the expiry of 2 days after the date of posting, if sent by post, or on the date of delivery if delivered by hand.

11. Confidentiality

11.1 Both parties agree and undertake that during the term of this Agreement and thereafter they will keep confidential all information of the other patty which is of a confidential nature (including, without limitation, trade secrets, know-how, processes, plans, prototypes, specifications, formulae, improvement, technical materials, research, calculation methodologies, information and documentation related thereto) which may be disclosed by one party to another during the course of their relationship, whether furnished orally, in writing, or in electronic form, as regulated by the terms of this Agreement, and except as expressly provided in this Agreement, neither party shall without the prior written consent of the other party, disclose to any third party any of the other party’s confidential information. In particular, the Site Owner shall not make any of the Delayed Benchmark Pricing Data or Delayed Pricing Data available to any persons, firms, companies or any other organisations other than through publication thereof on the Site Owner’s Site. PROVIDED THAT the provisions of this Clause shall not apply to any information which:

(a) is published or comes into the public domain other than by a breach of this Agreement; or,

(b) can be shown to have been rightly in the possession of a party prior to the commencement of the negotiations leading to this Agreement with no obligation to keep the same in confidence; or,

(c) is lawfully obtained from a third party with no obligation to keep the same in confidence; or,

(d) the disclosure of which is ordered by a court or tribunal of competent jurisdiction. In such a case, the Site Owner shall promptly provide ICE with written notice of the same so that ICE may, in its discretion, seek a protective order or other remedy, if available. If a protective order or other remedy is not obtained, the Site Owner shall furnish only Confidential that portion of confidential information that is legally required and will use its best efforts to obtain reliable assurance that the confidential information will be accorded confidential treatment.

Failure by the Site Owner to comply with this Section 11.1 shall constitute a material breach of the Agreement.

11.2 Personal Information. The party receiving confidential information (the “Receiving Party”) acknowledges that the party disclosing confidential information (the “Disclosing Party”) may be subject to internal policies, laws and regulations that govern and restrict the collection, storage, processing, disclosure or use of any information that identifies or can be used to identify, contact or precisely locate the person or legal entity to whom such information pertains or from which identification or contact information of an individual person or legal entity can be derived (“Personal Information”), including, but not limited to, any Personal Information relating to the Disclosing Party, the Disclosing Party’s Affiliates and each of their respective customers, suppliers located Privacy and personnel. ICE Policy is here: Data’s httos://www.intercontinentalexchange.conVorivacv-noliev. Where the Site Owner is subject to the data protection laws and regulations of the European Union (“EU”), the European Economic Area (“EEA”) and/or any Member State thereof (including the United Kingdom in the event that the United Kingdom is no longer part of the EU or EEA), Switzerland and/or Singapore, the Site Owner acknowledges and agrees that certain additional terms and conditions set out in ICE Data’s Privacy Policy and other documents in connection with the collection, storage, processing, disclosure, access, review and/or use of such Personal Information may apply. Where the Site Owner provides Personal Information to ICE Data for purposes of providing the services (“Site Owner’s Personal Information”), ICE Data shall act as a service provider with respect to such Site Owner’s Personal Information. ICE Data shall process Site Owner’s Personal Information consistent with ICE Data’s Privacy Policy and unless the Site Owner provides prior written approval, ICE Data shall not collect, retain, use, disclose, or sell Site Owner’s Personal Information for any purpose other than performing the services pursuant to this Agreement, enabling ICE Data to meet its legal and regulatory requirements, marketing ICE Data’s products and services, or product improvement and development. Specifically with respect to Site Owner or one or more of its Affiliates which provide Personal Information to ICE Data that is subject to European Data Protection Laws (as defined in the Additional Terms), the Additional Terms located here: htt s://vmw.theice.corn/ ublicdoes/Additional Terms EU Subscribers, df shall be incorporated into and form part of such Agreement and, in the event of conflict with any other terms of such Agreement, shall prevail over such terms.

12. Sanctions

12.1 Site Owner acknowledges that the Delayed Benchmark Pricing Data and/or Delayed Pricing Data and related services, technical information, documents and materials provided or made available under this Agreement are subject to export controls under• the U.S. Export Administration Regulations (“EAR”) and the requirements of the U.S. Deportment of the Treasury’s Office of Foreign Assets Controls’ (“OFAC”) sanctions programs, including the Specially Designated Nationals List (collectively the “Controls”).

12.2 With respect to the Delayed Benchmark Pricing Data and/or Delayed Pricing Data and related services, technical information, documents and materials provided or made available to Site Owner pursuant to this Agreement, Site Owner will: (i) comply with all legal requirements established under the Controls; (ii) cooperate fully with ICE Data in any official or unofficial audit or inspection that relates to the Controls; and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct products thereof to, or otherwise enter into any transaction or engage in any other activities with, any country, territory or person restricted or targeted by the Controls, unless such export, re-export, diversion, transfer, transaction, or• activity is authorized under the Controls.

12.3 Site Owner further represents and warrants that, (i) neither Site Owner, Site Owner’s Affiliates nor any of their respective affiliates, subsidiaries, or any director or corporate officer of any of the foregoing entities, is the subject of any OFAC sanctions, and (ii) Site Owner is not 50% or more owned or controlled, directly or indirectly, by any person or entity that is the subject of any °PAC sanctions, For so long as this Agreement is in effect, Site Owner will notify ICE Data as soon as is practicable, but in any event no later than forty-eight (48) hours after it determines that any of the circumstances so represented and warranted has subsequently changed.

12.4 Notwithstanding anything to the contrary in this Agreement, ICE Data has the right to immediately terminate this Agreement in whole or in part in the event that ICE Data reasonably determines that the Site Owner’s access to or use of the Delayed Benchmark Pricing Data and/or Delayed Pricing Data and related services, technical information, documents and materials would violate the Controls.

13. Choice of Law and Construction of Agreement

13.1 This Agreement shall be governed by and construed in accordance with English law, and shall be subject to the jurisdiction of the English Courts to which both parties hereby submit, provided that this shall not prevent ICE Data submitting any request or application for the enforcement of any judgement or order to the courts of any other jurisdiction in which the Site Owner is resident or has assets.

13.2 In the event that any Clause or part thereof of this Agreement shall be found to be invalid or unenforceable this Agreement shall be deemed to be amended in such a manner that the said invalid or unenforceable Clause shall have been deleted, but that the remainder of the Agreement shall remain intact and enforceable.

13.3 The headings of the Clauses of this Agreement are for convenience only and shall not affect the construction thereof.

14. Variations and Modifications

Except as expressly provided herein, no variations or modifications to any of the terms of this Agreement shall be valid unless in writing and signed by duly authorised representatives of the parties hereto.

15. Relationship

Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership between the parties, or constitute or be deemed to constitute the Site Owner as agent of ICE Data for any purpose whatsoever. The Site Owner hereby undertakes that it will in all dealings relating directly or indirectly to the distribution of Delayed Benchmark Pricing Data or Delayed Pricing Data, clearly indicate that it is acting as principal.

16. Remedies Not Exclusive

No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, except as expressly provided in this Agreement, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing in law or in equity or by statute or otherwise.

17. Entire Understanding

This Agreement constitutes the entire Agreement between ICE Data and the Site Owner relating to the subject matter hereof, and supersedes all prior agreements negotiations and discussions relating to the subject matter hereof.

AS WITNESS thehads of the duly authorised representaties of the parties the day and year first above written

Signed for on behalf of ICE Data LLP		Signed for on behalf of Site Owner
	/s/ James Chew		/s/ W. Whitney George
Name:	James Chew	Name:	W. Whitney George
Title:	Director, ICE Data	Title:	Director SAM LP
Witnessed by:		Witnessed by:
	/s/ Kate Jazgara		/s/ Thomas W. Ulrich
Name:	Kate Jazgara	Name:	Thomas W. Ulrich
Title:	Senior Market Data Specialist	Title:	General Counsel Sprott Asset Management USA, Inc.

Schedule “A”

Public Display Policy

Set out below is the policy which the Site Owner must abide by when receiving and displaying Delayed Pricing Data on the Site Owner’s Site under the terms of this Agreement. This policy is current at the date on which this Agreement was signed on behalf of ICE Data. Please consult ICE Data to obtain the most up to date version of the Public Display Policy.

A. Web Site Display

The following provisions shall apply in relation to any display by the Site Owner of Delayed Benchmark Pricing Data, Delayed Pricing Data and/or Historic Pricing Data (together “Pricing Data”) on a public website (“Web Display”). A Web Display may include HTML web pages that have been designed for screens greater than 7 inches in diagonal length, though the Pricing Data does not need hill the entire screen. Websites that require downloadable software, other than recognised browsers such as Internet Explorer; Mozilla Firefox; Google Chrome; Apple Safari and Opera, a username/password, or are chargeable are not permitted under this agreement, please contact the ICE Data team if you require clarification or to review the ICE Data Quote Vendor Agreement.

1 Display of Pricing Data on a Web Display shall be of the same standard used by the Site Owner for similar displays of other third party data;

2 In the event that Site Owner becomes aware of Pricing Data being obtained from its Web Display, and redistributed, the Site Owner shall immediately inform ICE Data and further terminate the access of the third party redistributing the Pricing Data;

3 A Web Display may contain Pricing Data in a tabular form so long as the Web Display does not contain Pricing Data beyond the current or previous Business Day for Delayed Pricing Data, apart from week —on-week, month-on-month or year-on-year comparison. For the avoidance of doubt no Tick Data may be displayed on a Web Display;

4 A Web Display may graphically represent Pricing Data in a chart or similar, but the chart or similar must be “locked” and not capable of any manipulation which might result in the underlying Pricing Data within the source code which went to the creation of the chart or similar being obtainable. An interactive chart may be contained within a Web Display which reveals individual data points in a graphical display, but access to the hill pricing history of a particular ICE Exchange Entities contract must not be permitted. For the avoidance of doubt, Pricing Data may not be provided contained within source code;

5 The form of all charts and tables which the Site Owner proposes to include within a Web Display must be listed in Schedule C or, in the case of Delayed Benchmark Pricing Data, approved by ICE Benchmark Administration;

6 No real-time data may be displayed under this Agreement on a public website or published report;

7 All Pricing Data displayed in graphical form or otherwise on a Web Display must appropriately reference the ICE Exchange Entities contract to which such data relates, and that it is being supplied by the Exchange (where applicable); and

8 A Web Display must contain a condition of access which prohibits the copying, dissemination or use of Delayed Pricing Data without the express written permission of the Exchange.

9 The following disclaimer will be inserted for all sites displaying Delayed Benchmark Pricing Data (unless a separate disclaimer has been agreed with ICE Benchmark Administration):

For LIBOR - “ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO WARRANTY, EXPRESS OR IMPLIED, EITHER AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF LIBOR AND/OR THE FIGURE AT WHICH LIBOR STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DAY OR OTHERWISE. ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF ANY USE OF LIBOR.”

For ICE Swap Rate - “ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO WARRANTY, EXPRESS OR IMPLIED, EITHER AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF ICE SWAP RATE AND/OR THE FIGURE AT WHICH ICE SWAP RATE STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DAY OR OTHERWISE. ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF ANY USE OF ICE SWAP RATE.”

For LBMA Gold Price - “ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO WARRANTY, EXPRESS OR IMPLIED, EITHER AS TO THE RESUTLS TO BE OBTAINED FROM THE USE OF THE LBMA GOLD PRICE AND/OR THE FIGURE AT WHICH THE LBMA GOLD PRICE STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DAY OR OTHERWISE. ICE BENCHMARK ADMINISTRATION MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR USE WITH RESPECTOF ANY USE OF LBMA GOLD PRICE.”

For LBMA Silver Price - “ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO WARRANTY, EXPRESS OR IMPLIED, EITHER AS TO THE RESUTLS TO BE OBTAINED FROM THE USE OF THE LBMA SILVER PRICE AND/OR THE FIGURE AT WHICH THE LBMA SILVER PRICE STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DAY OR OTHERWISE. ICE BENCHMARK ADMINISTRATION MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR USE WITH RESPECTOF ANY USE OF LBMA SILVER PRICE.”

For ICE Term Reference Rates - “ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO WARRANTY, EXPRESS OR IMPLIED, EITHER AS TO THE RESULTS TO I3E OBTAINED FROM THE USE OF THE ICE TERM REFERENCE RATES AND/OR THE FIGURE AT WHICH THE ICE TERM REFERENCE RATES STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DAY OR OTHERWISE. ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF ANY USE OF THE ICE TERM REFERENCE RATES.”

B. Published Reports

The following provisions shall apply in relation to any display by the Site Owner of Pricing Data in a published report (“Published Report”). A published report includes both electronic and printed reports that are available free of charge to subscribers of the report.

1 Display of Delayed Pricing Data on a Published Report by Site Owner shall be of the same standard used by the Site Owner for similar displays of other third party data;

2 In the event that Site Owner becomes aware of Pricing Data being obtained from its display, and redistributed, the Site Owner shall immediately inform ICE Data and further terminate the access of the third party redistributing the Pricing Data;

3 The form of all charts and tables which the Site Owner proposes to include within a Display must be pre-approved by ICE Data, and listed in Schedule C or, in the case of Delayed Benchmark Pricing Data, approved by ICE Benchmark Administration;

4 All Pricing Data displayed in graphical form or otherwise on a Published Report must appropriately reference the ICE Exchange Entities contract to which such data relates, and that it is being supplied by the Exchange (where applicable);

5 A Published Report must contain a condition of access which prohibits the copying, dissemination or use of Delayed Pricing Data without the express written permission of the Exchange or ICE Benchmark Administration, as applicable; and

6 Where the Published Report is available electronically, clauses 3, 4 and 6 of the Web Site Display above will apply.

C.Derived Data

The Site Owner may only use, distribute or display Derived Data with the consent of ICE Data.

Further, the Site Owner shall ensure that the contractual documentation which it has in place with its users shall prohibit those users from applying a methodology or other form of manipulation to Delayed Pricing Data which such user receives from the Site Owner.

D.Charges

An annual fee will be charged by ICE Data per Exchange (where applicable):

ICE Futures Europe - Commodities	$3,000
ICE Futures Europe - Financials	$3,000
ICE Futures U.S. - US Softs & Financials	$3,000
ICE Futures U.S. Canadian Grains	$1
ICE Endex	$2,500
ICE Futures Singapore	$1
ICE Futures Abu Dhabi	$1

An annual fee will be charged by ICE Data per Benchmark (where applicable):

LIBOR	$10,000
ICE Term Reference Rates Fee waived until further notice
ICE SWAP RATE	$10,000
LBMA GOLD PRICE	$1
LBMA SILVER PRICE	$1

Schedule “B” Addresses for Notices

Any notice to be served on [CE Data LLP shall be sent to:

Commercial Dept
ICE Data LLP
Milton Gate
60 Chis yell Street
London
EC I Y 4SA
United Kingdom

Any notice to be served on the Site Owner shall be sent to:

Full Name: Sprott ESG Gold ETF

Address 1: 320 Post Road

Address 2: Suite 230

City: Darien

State: CT

Post Code: 06820

Country: USA

Telephone: (203) 636-0977

Group Email: wgeorge@sprottusa.com

Schedule “C” Display Details

Please confirm website or report here data will be displayed, including which ICE Exchange Entity will be included in the display:

Site / Report Name (s):Sprott ESG Gold ETF

Anticipated Audience:Retail & Institutional Investors

Please confirm any charges that will apply for the user to access ICE data: N/A

Source of ICE Data: Bloomberg

Exchange / Benchmark
ICE Endex	£	ICE Futures Singapore	£
ICE Futures Europe Commodities	£	ICE Futures Europe Financials	£
ICE Futures U.S. US Softs & Financials	£	ICE Futures U.S. Canadian Grains	£
ICE Futures U.S. Digital Assets	£	ICE Futures Abu Dhabi	£
LBMA GOLD PRICE	S	ICE SWAP RATE	£
LBMA SILVER PRICE	£	LIBOR	£
ICE Term Reference Rates	£

ICE Endex	ICE Futures Europe (Commodities)	ICE Futures Europe (Financials)
Continental Europe – Gas Continental Europe – Power On-the-day Commodity Market (OCM) EUA / CER / ERU / EUAA	Brent / WTI / MESC Coal Gas Oil Heating Oil / RBOB London Softs UK Power UK Natural Gas” “excl OCM	Bond Derivatives Euribor Eurodollar Euroswiss GCF Indices Gilts London Stock Options Swapnote STIRS USFs
ICE Endex	ICE Futures Europe (Canadian Grains)	ICE Futures Europe (US Softs & Financials)
Mini Brent One-Kilo Gold Chinese Cotton Chinese White Sugar Chinese Renminbi	Canadian Grains	Currency Pairs MSCI Indices Precious Metals U.S. Agriculture U.S. Soft Commodities U.S. Dollar Index

Schedule “D” Benchmark Publication Times

LIBOR

Currency	Real-Time	Intraday	Delayed	Historical
USD (Overnight and 1-, 3-, 6- and 12-Months only published after 31 December 2021) GBP (1-, 3- and 6-Months “synthetic” settings only published after 31 December 2021) JPY (I-, 3- and 6-Months “synthetic” settings only published after 31 December 2021) CHF (No new settings published after 31 December 2021) EUR (No new settings published after 31 December 2021)	11:55 LDN	15:55 LDN	11:55 T+1 LDN	11:55 T+7 LDN

(LDN: London time)

ICE Swap Rate*

Currency	Real- Time	Intraday	Delayed	Historical
EUR EURIBOR (First Run)	11:15 FFM	15:15 FFM	11:15 FFM T+1	11:15 FFM T+7
EUR EURIBOR (Second Run)	12:15 FFM	16:15 FFM	12:15 FFM T+1	12:15 FFM T+7
GBP SONIA1	11:15 LDN	15:15 LDN	11:15 LDNT+1	11:15 LDNT+7
GBP SONIA2 Spread Adjusted	11:15 LDN	15:15 LDN	11:15 LDN T+1	11:15 LDNT+7
USD RATES - USD LIBOR (First Run)	11:15 NYC	15:15 NYC	11:15 NYC T+1	11:15 NYC T+7
USD Rates - SOFR3	11:15 NYC	15:15 NYC	11:15 NYC T+1	11:15 NYC T+7
USD SPREADS-USD LIBOR	11:15 NYC	15:15 NYC	11.15 NYC T+1	11:15 NYC T+7
USD RATES - USD LIBOR (Second Run, 1Y only)	15:15 NYC	19:15 NYC	15:15 NYC T+1	15:15 NYC T+7

(FFM: Frankfurt time; LDN: London time; NYC: New York time)

¹ The “SONIA” mark is used under licence from the Bank of England (the benchmark administrator of SONIA), and the use of such mark does not imply or express any approval or endorsement by the Bank of England. “Bank of England” and “SONIA” are registered trade marks of the Bank of England.

² As above.

³ ICE Data and ICE Benchmark Administration are not affiliated with the New York Fed. The New York Fed does not sanction, endorse, or recommend any products or services offered by ICE Data or ICE Benchmark Administration. Confidential

* All GBP LIBOR ICE Swap Rate settings ceased after 31 December 2021.

LBMA Gold Price

Currency	Real-Time	Intraday	Delayed	Historical
USD, GBP, EUR	10:30 LDN	14:30 LDN	00:00 I,DN T+1	00:00 T+7 LDN
USD, GBP, EUR	15:00 LDN	19:00 LDN	00:00 LDN T+1	00:00 T+7 LDN

(LDN: London time)

LBMA Silver Price

Currency	Real-Time	Intraday	Delayed	Historical
USD, GBP, EUR	12:00 LDN	16:00 LDN	00:00 LDN T+l	00:00 T+7 LDN

(LDN: London time)

ICE Term Reference Rates

Currency	Real-Time	Intraday	Delayed	Historical
GBP - ICE Term SONIA4 Reference Rates	11:55 LDN	15:55 LDN	11:55 LDN T+1	11:55 T+7 LDN
USD - ICE Term SOFR5 Reference Rates	11:15NYC	15:15 NYC	11:15 NYC T+1	11:15 NYC T+7

(LDN: London time; NYC: New York time)

⁴ The “SONIA” mark is used under licence from the Bank of England (the benchmark administrator of SONIA), and the use of such mark does not imply or express any approval or endorsement by the Bank of England. “Bank of England’ and “SONIA” are registered trade marks of the Bank of England.

⁵ 10E Data and ICE Benchmark Administration are not affiliated with the New York Fed. The New York Fed does not sanction, endorse, or recommend any products or services offered by ICE Data or ICE Benchmark Administration.

Schedule “E” Billing Contact

Please supply details of the:

Name:	SAM Fund Operations
Company Name:	Sprott ESG Gold ETF
Address:	320 Post Lead
	Suite 230
	Darien, CT 06820
Telephone:	(203) 636-0977
Email:	FundOperations@Sprott.com
Please supply your VAT number if applicable:
Please supply PO Number if applicable*: *Required only for UK and Elf cowries

EX-10.12

Exhibit 10.12

SPROTT ESG GOLD TRUST

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made this 15th day of July, 2022 by and among SPROTT ESG GOLD TRUST, a Delaware Statutory Trust (the “Trust”), SPROTT ASSET MANAGEMENT LP, a limited partnership formed under the laws of the Province of Ontario, Canada (the “Sponsor”) and SPROTT ASSET MANAGEMENT USA INC., a California corporation (the “Investment Adviser”).

W I T N E S S E T H

WHEREAS, the Trust is an exchange-traded fund formed under the laws of the State of Delaware on February 10, 2021, operating pursuant to the Amended and Restated Trust Agreement between the Sponsor, Delaware Trust Company, the trustee of the Trust, and the Trust dated as of June 2, 2022 (the “Trust Agreement”); and

WHEREAS, the Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of acting as an investment adviser; and

WHEREAS, the Trust and the Investment Adviser desire to enter into an agreement to provide for the management of the assets of the Trust on the terms and conditions hereinafter set forth; and

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

1.Appointment; Management. The Trust hereby appoints the Investment Adviser as investment adviser to the Trust and the Investment Adviser hereby accepts such appointment.  In its capacity as investment adviser, the Investment Adviser shall supervise the investment and reinvestment of the Trust’s assets and provide other services set forth herein. The Investment Adviser will conduct all advisory activities from the United States. The investment and reinvestment of the assets of the Trust shall be exclusively within the control and discretion of the Investment Adviser. The Investment Adviser shall give the Trust the benefit of its best judgment, efforts and facilities in rendering its services as investment adviser. The Investment Adviser shall, for all purposes herein, be deemed an independent contractor and shall have, unless otherwise expressly provided or authorized, no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

2.Duties of Investment Adviser. In carrying out its obligation under paragraph 1 hereof, the Investment Adviser shall: (a) supervise all aspects of the Trust’s investment operations; (b) provide the Trust or obtain for it, and thereafter supervise, such executive, administrative, clerical and shareholder servicing services as are deemed advisable by the Sponsor; (c) determine what assets shall be represented in the Trust’s portfolio; and (d) take, on behalf of the Trust, all actions which appear to the Trust necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including the placing of orders for the purchase and sale of assets.

3.Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Investment Adviser shall at all times conform to: the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “Registration Statement”), and the provisions of the Trust Agreement, each as amended, modified or supplemented from time to time and delivered to the Investment Adviser.

4.Compensation. The Sponsor shall pay the Investment Adviser an advisory fee (the “Advisory Fee”), accrued daily and paid monthly in arrears, at an annualized rate equal to 0.30% of the Sponsor’s fee, subject to deduction of the Sponsor Paid Expenses (as defined in the Registration Statement). The Advisory Fee for any month will be paid within fifteen (15) days after the end of such month. The Advisory Fee will be reviewed and adjusted annually.

5.Expenses. Each party shall bear its own expenses incurred in connection with this Agreement.

6.Term and Termination; Assignment. This Agreement shall become effective on the date hereof and shall remain in force and effect until terminated by any party. This Agreement may be terminated at any time, without the payment of any penalty, by either party on sixty (60) days’ written notice to the other parties. This Agreement may not be assigned (within the meaning of the Advisers Act) by any party without the prior written consent of the other parties.

7.Amendment of this Agreement. A provision of this Agreement may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of the amendment, change, waiver, discharge or termination is sought.

8.Liability of Investment Adviser and Indemnification. The Investment Adviser will not be liable to the Sponsor or the Trust for any loss that arises out of any action or inaction of the Investment Adviser if the Investment Adviser determined in good faith that such course of conduct was in the best interests of the Trust. However, the preceding liability exclusion will not protect the Investment Adviser against any liability resulting from its own willful misconduct, bad faith or gross negligence in the performance of its duties.  The Investment Adviser and its members, managers, directors, officers, employees, agents and affiliates will be indemnified by the Trust and held harmless against any loss, judgment, liability, claim, suit, penalty, tax, cost, amount paid in settlement of any claims sustained by it and expense incurred by it arising out of or in connection with the performance of its obligations under this Agreement and any other agreement entered into by the Investment Adviser in furtherance of its services to the Trust, including any costs and expenses incurred by the Investment Adviser in defending itself against any claim or liability in its capacity as investment adviser; provided that such loss was not the direct result of: (i) gross negligence, bad faith or willful misconduct on the part of the Investment Adviser; or (ii) reckless disregard of the Investment Adviser’s obligations and duties under this Agreement.  Any indemnifiable amounts payable to such indemnified person may be payable in advance or shall be secured by a lien on the Trust.

9.Notices. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed:

To the Investment Adviser at:

Sprott Asset Management USA Inc.

1910 Palomar Point Way, Suite 200

Carlsbad, CA 92008

To the Sponsor at:

Sprott Asset Management LP

320 Post Road, Suite 230

Darien, CT 06820

To the Trust at:

Sprott ESG Gold Trust

c/o Sprott Asset Management LP

320 Post Road, Suite 230

Darien, CT 06820

with a copy to:

Anthony Tu-Sekine

Seward & Kissel LLP

901 K Street NW, Suite 800

Washington, DC 20001

10.Governing Law. This Agreement constitutes the entire agreement of the parties, shall be binding upon and shall inure to the benefit of the parties hereto and shall be governed by the laws of the State of New York.

11.Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12.Severability. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

13.Confidentiality. The Investment Adviser agrees to treat all records and other information relating to the Trust as confidential and shall not disclose any such records or information to any other person unless (i) the Sponsor has approved the disclosure or (ii) such disclosure is compelled by law.

14.Binding Effect. Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms.

15.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers in Connecticut on the day and year first above written.

SPROTT ESG GOLD TRUST, by SPROTT ASSET MANAGEMENT LP, as Sponsor
By:	/s/ W. Whitney George
Name:	W. Whitney George
Title:	Director
SPROTT ASSET MANAGEMENT LP
By:	/s/ W. Whitney George
Name:	W. Whitney George
Title:	Director
SPROTT ASSET MANAGEMENT USA INC.
By:	/s/ Thomas W. Ulrich
Name:	Thomas W. Ulrich
Title:	General Counsel

EX-10.13

Exhibit 10.13

Sprott ESG Gold ETF
320 Post Road, Suite 230
Darien, CT 06820

June 9, 2022

Side Letter to the ICE Benchmark Administration Master Licence Agreement

1. We refer to the master license agreement dated as of June 9^th, 2022 between ICE Benchmark Administration Limited ("ICE") and Sprott ESG Gold ETF (the "Customer"), and any Schedules attached thereto, as amended and supplemented from time to time (the "Agreement").

2. Terms defined in the Agreement shall have the same meaning in this letter unless otherwise expressly defined.

3. Notwithstanding the provisions of Clause 14.2 (Entire Agreement) of the Agreement, this letter supplements, forms part of, and is subject to the terms of, the Agreement.

4. ICE and the Customer agree that, pursuant to Schedule J: Usage Licence - LBMA Precious Metal Materials, Customer may access and use the LBMA Precious Metals Materials for the purpose of analysis as part of its internal valuation and pricing activities, and that Customer may make available to third party customers the results of such analysis, including the LBMA Precious Metals Materials that are used in generating the results of such analysis, provided always that all these conditions are satisfied:

a. the Customer enters into and maintains a public display agreement with ICE Data LLP for the publication and display of delayed LBMA Precious Metals benchmark settings;

b. such LBMA Precious Metals Materials (both that are used by the Customer for the purposes of the analysis and that are made available) must have been published for the first time on the previous day (London time) or earlier (i.e. LBMA Precious Metals published for the first time on the current day (London time) may not be used); or

c. the Customer must draw the attention of each third party customer to the following limitations regarding the LBMA Precious Metals Materials made available by the Customer: (i) that these LBMA Precious Metals Materials may only be used internally by the third party customer for the purpose of reviewing the results of such analysis, and (ii) that the LBMA Precious Metals Materials must not be disclosed to anyone else; and

d. the Customer must include the following disclaimer when making the results of such analysis available to third party customers.

THE LBMA GOLD PRICE IS ADMINISTERED AND PUBLISHED BY ICE BENCHMARK ADMINISTRATION LIMITED (IBA). LBMA GOLD PRICE IS A TRADE MARK OF PRECIOUS METALS PRICES LIMITED, AND IS LICENSED TO IBA AS ADMINISTRATOR OF THE LBMA GOLD PRICE. ICE AND ICE BENCHMARK ADMINISTRATION ARE REGISTERED TRADE MARKS OF IBA AND/OR ITS AFFILIATES. THE LBMA GOLD PRICE ARE USED BY [LICENSEE] WITH PERMISSION UNDER LICENCE BY IBA.

HISTORICAL LBMA GOLD PRICE INFORMATION MAY NOT BE INDICATIVE OF FUTURE LBMA GOLD PRICE INFORMATION OR PERFORMANCE. NONE OF IBA, INTERCONTINENTAL EXCHANGE, INC. (ICE) OR ANY THIRD PARTY THAT PROVIDES DATA USED TO ADMINISTER OR DETERMINE THE LBMA GOLD PRICE (DATA PROVDERS), OR ANY OF ITS OR THEIR AFFILIATES MAKES ANY CLAIM, PREDICTION, WARRANTY OR REPRESENTATION WHATSOEVER AS TO THE TIMELINESS, ACCURACY OR COMPLETENESS OF HISTORICAL LBMA GOLD PRICE INFORMATION, THE RESULTS TO BE OBTAINED FROM ANY USE OF HISTORICAL LBMA GOLD PRICE INFORMATION, OR THE APPROPRIATENESS OR SUITABILITY OF USING HISTORICAL LBMA GOLD PRICE INFORMATION FOR ANY PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, AS TO QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE OR NON-INFRINGEMENT, IN RELATION TO HISTORICAL LBMA GOLD PRICE INFORMATION, ARE HEREBY EXCLUDED, AND NONE OF IBA, ICE OR ANY DATA PROVIDER, OR ANY OF ITS OR THEIR AFFILIATES WILL BE LIABLE IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY OR NUISANCE, OR UNDER ANTITRUST LAWS, FOR MISREPRESENTATION OR OTHERWISE, IN RESPECT OF ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, FAILURES, CESSATIONS OR CHANGES (MATERIAL OR OTHERWISE) IN HISTORICAL LBMA GOLD PRICE INFORMATION, OR FOR ANY DAMAGE, EXPENSE OR OTHER LOSS (WHETHER DIRECT OR INDIRECT) YOU MAY SUFFER ARISING OUT OF OR IN CONNECTION WITH HISTORICAL LBMA GOLD PRICE INFORMATION OR ANY RELIANCE YOU MAY PLACE UPON IT.

HISTORICAL LBMA GOLD PRICE INFORMATION PROVIDED BY [LICENSEE NAME] MAY BE USED BY YOU INTERNALLY TO REVIEW THE ANALYSIS PROVIDED BY [LICENSEE NAME], BUT MAY NOT BE USED FOR ANY OTHER PURPOSE. HISTORICAL LBMA GOLD PRICE INFORMATION PROVIDED BY [LICENSEE NAME] MAY NOT BE DISCLOSED BY YOU TO ANYONE ELSE.

5. The laws of England apply to this letter. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this letter or its subject matter or formation (including non-contractual disputes or claims)

Signature (Authorised signatory)	Signature
/s/ W. Whitney George	/s/ Clive de Ruig
W. Whitney George	Clive de Ruig, President
On Behalf of Sprott ESG Gold ETF	On Behalf of ICE Benchmark Administration Limited
Date: July 12, 2022	Date: July 13, 2022

EX-23.1

Exhibit 23.1

KPMG LLP

Bay Adelaide Centre

333 Bay Street, Suite 4600

Toronto, ON M5H 2S5

Canada
Tel 416-777-8500
Fax 416-777-8818

Consent of Independent Registered Public Accounting Firm

To the Sponsor and Trustee of Sprott ESG Gold ETF,

We consent to the use of our report dated July 21, 2022 on the Statement of Assets and Liabilities including the Schedule of Investment included in the registration statement on Form S-1 herein.

We also consent to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

July 22, 2022

Toronto, Canada