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Vaulted Gold Bullion Trust

Filed: 17 Mar 21, 5:10pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

 

Form 10-Q

____________________________________

 

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

 

For the Quarterly Period Ended January 31, 2021

 

OR

 

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

 

For the Transition Period from ________ to ________

 

Commission File Number: 333-194144

 

____________________________________

 

VAULTED GOLD BULLION TRUST

(Exact name of registrant as specified in its charter)

____________________________________

 

Delaware46-7176227
  
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

 

c/o Bank of Montreal

3 Times Square

New York, New York 10036

Attention: Legal Department

 

(Address of principal executive offices)

 

(212) 885-4000

 

(Registrant’s telephone number, including area code)

 

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

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
   
Not applicableNot applicableNot applicable

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No  

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    No  

 

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

Large accelerated filer   Accelerated filer  
Non-accelerated filer  Smaller reporting company  
  Emerging growth company

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

 

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

 

As of January 31, 2021, there were 979 Gold Deposit Receipts outstanding.

 

 

 

   
 

 

VAULTED GOLD BULLION TRUST

 

FORM 10-Q

 

FOR THE QUARTER ENDED January 31, 2021

 

INDEX

 

 

 Page No.
  
  
PART I. FINANCIAL INFORMATION 
  
 Item 1. Financial Statements (Unaudited)4
    
 Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations17
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk21
    
 Item 4. Controls and Procedures21
    
PART II. OTHER INFORMATION 
  
 Item 1.Legal Proceedings23
    
 Item 1A.  Risk Factors23
    
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds23
    
 Item 3.Defaults Upon Senior Securities23
    
 Item 4.Mine Safety Disclosures23
    
 Item 5.Changes in and Disagreements with Accounting and Financial Disclosure23
    
 Item 6.Directors, Executive Officers and Corporate Governance23
    
 Item 7.Executive Compensation23
    
 Item 8.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters23
    
 Item 9.Certain Relationships and Related Transactions, and Director Independence23
    
 Item 10.Principal Accounting Fees and Services24
    
 Item 11.Other Information24
    
 Item 12.  Exhibits24
    
 Signatures25

 

 2 
 

 

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

The statements contained in this report that are not purely historical are forward-looking statements. The Vaulted Gold Bullion Trust’s (the “Trust”) forward-looking statements include, but are not limited to, statements regarding its expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

 

·The gold industry;
·Sources of and demand for gold bullion; and
·The performance of the gold market.

 

The forward-looking statements contained in this report are based on the Trust’s current expectations and beliefs concerning future developments and their potential effects on the Trust. There can be no assurance that future developments affecting the Trust will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Trust’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Moreover, the uncertainty created by the COVID-19 pandemic has heightened this risk given the increased challenge in making assumptions, predictions, forecasts, conclusions or projections. These risks and uncertainties include those factors described under the heading “Risk Factors” in the Trust’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2021. Should one or more of these risks or uncertainties materialize, or should any of the Trust’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Trust undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 3 
 

 

PART I. FINANCIAL INFORMATION

 

Item 1.Financial Statements (Unaudited)

 

VAULTED GOLD BULLION TRUST

 

Financial Statements

 

Statements of Assets and Liabilities

 

(Amounts in US$, except for Receipt data) 

As of January
31, 2021

(Unaudited)

  As of October
31, 2020
 
ASSETS      
Investment in gold (Cost: $1,584,421 and $1,584,421, respectively)
(see Notes 2.2, 2.5)
 $1,824,660  $1,842,331 
Total assets $1,824,660  $1,842,331 
         
         
         
         
Paid In Capital $1,584,421  $1,584,421 
Unrealized gain on investment in gold  240,239   257,910 
NET ASSETS $1,824,660  $1,842,331 
         
Receipts issued, issuable and outstanding (see Note 2.3)  979   979 
Net Asset Value per Receipt $1,863.80  $1,881.85 

 

See Notes to the Unaudited Financial Statements

 

 4 
 

 

VAULTED GOLD BULLION TRUST

 

Schedules of Investments

 

(Amounts in US$,

except for Troy oz data)

 

As of January 31, 2021

(Unaudited)

 
    
Description Troy Oz  Cost  Fair
Value
  % of Net
Assets (1)
 
             
Investment in gold            
Gold  979  $1,584,421  $1,824,660   100%
Total investment in gold  979  $1,584,421  $1,824,660   100%

 

 

 

 

  As of October 31, 2020 
    
Description Troy Oz  Cost  Fair
Value
  % of Net
Assets (1)
 
             
Investment in gold            
Gold  979  $1,584,421  $1,842,331   100%
Total investment in gold  979  $1,584,421  $1,842,331   100%

 

 

(1)Calculated as investment in gold at fair value divided by net assets

 

See Notes to the Unaudited Financial Statements

 

 5 
 

 

VAULTED GOLD BULLION TRUST

 

Statements of Operations

(Unaudited)

(Amounts in US$)      
       
       
  Three Months Ended
January 31, 2021
  Three Months Ended
January 31, 2020
 
       
Net realized gain (loss)
on redemption of
Receipts (see Note 2.3)
 $-  $134 
Net change in unrealized
gain (loss) on investment
in gold (see Note 2.5)
  (17,671)  11,236,583 
Total gain (loss) on
investment in gold
  (17,671)  11,236,717 
         
Increase (decrease) in net
assets from operations
  (17,671)  11,236,717 
         
Increase (decrease) in net
assets from operations per
Receipt*
  (18.05)  73.25 

 

 

* - Based on weighted average number of Receipts issued and outstanding over the period

 

See Notes to the Unaudited Financial Statements

 

 6 
 

 

VAULTED GOLD BULLION TRUST

 

Statements of Changes in Net Assets
(Unaudited)

 

  Three Months Ended January 31,
2021
  Three Months Ended January 31,
2020
 
             
(Amounts in US$, except
for Receipt data)
 Receipts  Amount  Receipts  Amount 
Opening balance  979  $1,842,331   153,386  $231,758,577 
                 
From Operations:                
Net change in unrealized
gain (loss) on investment
in gold
      (17,671)      11,236,583 
Net realized gain (loss)
on redemption of
Receipts
      -       134 
                 
From Trust Receipt
activity:
                
Issuances  -   -   10   14,542 
Redemptions  -   -   (1)  (1,477)
Receipts issuable  -   -   -   - 
Closing balance at period end  979  $1,824,660   153,395  $243,008,359 

 

See Notes to the Unaudited Financial Statements

 

 7 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

Notes to the Financial Statements

 

1.Organization

 

The Vaulted Gold Bullion Trust (the “Trust”) was initially formed on December 10, 2013. The Trust is governed by the second amended and restated Depositary Trust Agreement, dated May 11, 2017 (the “Depositary Trust Agreement”). Commencement of operations occurred on August 5, 2016. The Bank of New York Mellon is the trustee (the “Trustee”) and BNY Mellon Trust of Delaware is the Delaware trustee (the “Delaware Trustee”). The Bank of Montreal (the “Initial Depositor”) sells Gold Bullion (“Gold”) to the Trust, arranges custodial services through its storage account and provides administrative services from time to time. The Vaulted Gold Bullion Trust is not a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

 

The Trust is intended to hold Gold for the benefit of owners of Gold Deposit Receipts (“Receipts”). One Receipt represents the undivided beneficial ownership of one troy ounce of Gold. Investors (through registered broker-dealers, or banks or trust companies that become party to the distribution agreement (“Authorized Participants”)) are able to acquire, hold, transfer and surrender only whole Receipts (i.e., no fractional interests), with a minimum of one Receipt per transaction. The Trustee performs only administrative and ministerial acts. The property of the Trust consists of the Gold and all monies or other property, if any, received by the Trustee. The fiscal year end for the Trust is October 31.

 

 8 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

2.Significant Accounting Policies

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Trust.

 

2.1.Basis of Accounting

 

The Trust is an investment company for financial reporting purposes in accordance with GAAP and is not registered as an investment company under the 1940 Act nor is it required to register under such act.

 

 9 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

2.2.Valuation of Gold

 

The Gold is held for the benefit of holders of the Receipts in a custodial account operated by Bank of Montreal at the Royal Canadian Mint (the “Mint”) and is valued, for financial statement purposes, at fair value. Fair value is determined by the London Bullion Market Association (“LBMA”) (PM) Gold Price, which is set using the afternoon session of the ICE Benchmark Administration (“IBA”) equilibrium auction.

 

The Trust follows GAAP guidance for determining fair value and GAAP requires disclosure regarding the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

The Trust records its investment in gold at fair value and recognizes changes in fair value of the investment in gold as changes in unrealized gains or losses on investment in gold through the Statement of Operations. Realized gains and losses on the redemption of Receipts, are calculated as the difference between the fair value and cost of gold redeemed. Realized gains and losses are recorded using the specific identification method for cost relief.

 

 10 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

2.2.Valuation of Gold (continued)

 

Valuation Techniques and Significant Inputs

 

A valuation hierarchy exists that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:

 

Level 1.Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
   
Level 2.Observable inputs other than quoted prices in an active market that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments and similar data.
   
Level 3.Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

The Trust classifies its investment in gold as Level 1 of the fair value hierarchy. There were no re-allocations or transfers between levels during the period.

 

 11 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

2.3.Issuance and Redemption of Receipts

 

The Trust issues Receipts on a continuous basis pursuant to the Depositary Trust Agreement. Authorized capital is unlimited. There were 979 Receipts issued and outstanding on January 31, 2021 (979 Receipts issued and outstanding on October 31, 2020).

 

Holders of Receipts will receive no distributions.

 

Subject to certain exceptions, holders of Receipts have the option to redeem their Receipts for physical gold (to be delivered directly to them by the service carrier) subject to payment of a withdrawal and delivery fee to the Initial Depositor, or exchange their Receipts for cash. Changes in the Receipts for the three months ended January 31, 2021 and January 31, 2020 are set out below:

 

 

 

  Three Months
Ended January
31, 2021
  Three Months
Ended January
31, 2020
 
       
       
(Amounts in US$ except for Receipt and per Receipt data)      
Number of Receipts Transactions      
Opening balance  979   153,386 
Receipts issued  -   10 
Receipts issuable  -   - 
Receipts redeemed  -   (1)
Closing balance  979   153,395 
         
Amount of Receipts (at cost)        
Opening balance $1,584,421  $203,584,099 
Issuances  -   14,542 
Receipts issuable  -   - 
Redemptions  -   (1,343)
Closing balance $1,584,421  $203,597,298 
         
Net Asset Value per Receipt at period end $1,863.80  $1,584.20 

 

 12 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

2.4.Income Taxes

 

The Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself is not subject to U.S. federal income tax.

 

The Trustee has evaluated whether there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of January 31, 2021 and October 31, 2020.

 

2.5Investment in Gold

 

Changes in ounces of the Trust’s investment in gold and the respective values for the three months ended January 31, 2021 and January 31, 2020 are set out below:

 

(Amounts in US$ except for ounces data) Three Months Ended
January 31, 2021
  Three Months Ended
January 31, 2020
 
Ounces of gold      
Opening balance  979   153,386 
Purchases  -   10 
Redemptions  -   (1)
Closing balance  979   153,395 
         
Investment in gold        
Opening balance $1,842,331  $231,758,577 
Net change in unrealized gain (loss) on
investment in gold
  (17,671)  11,236,583 
Net realized gain on redemption of
Receipts
  -   134 
Purchases  -   14,542 
Redemptions  -   (1,447)
Closing balance $1,824,660  $243,008,359 

 

 13 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

2.6.Fees and Expenses

 

The expenses of the Trust are borne by the Initial Depositor.

 

The expenses of the Trust are expected to include, but are not limited to, the following:

 

• any expenses or liabilities of the Trust;

 

• any taxes and other governmental charges that may fall on the Trust or its property; and

 

• fees and expenses of the Trustee and any indemnification of the Trustee.

 

Additionally, the Trustee’s and Mint’s fees are paid by the Initial Depositor and are not separate expenses of the Trust.

 

2.7.Related Party Transactions

 

On May 11, 2017, the Trust entered into the Depositary Trust Agreement with The Bank of New York Mellon, BNY Trust of Delaware, Bank of Montreal and BMO Capital Markets Corp. On July 11, 2018, the Trust entered into the Second Amended and Restated Distribution Agreement with Bank of Montreal and BMO Capital Markets Corp (the “Distribution Agreement”).

 

Bank of Montreal acts as the Initial Depositor of the Trust and holds gold that it transfers to the Trust from time to time in connection with the sale by the Trust of Receipts. Pursuant to the Depositary Trust Agreement and the Distribution Agreement, the offering price for each Receipt consists of the spot price at the time of sale to an investor for one troy ounce of gold, plus: (1) in the case of a Class A Gold Deposit Receipt, a deposit fee of 2.00%, payable to Bank of Montreal, plus a sales fee of 2.00% to any participating broker-dealer that sells Gold Deposit Receipts to an investor; (2) in the case of a Class F Gold Deposit Receipt, which is sold only through fee-based programs, a deposit fee of 2.00%, payable to Bank of Montreal, plus a sales fee of 0.25%; (3) in the case of a Class F-1 Gold Deposit Receipt, which is sold to trust or fiduciary accounts, a deposit fee of 2.00%, payable to Bank of Montreal, and no sales fee; (4) in the case of a Class F-2 Gold Deposit Receipt, which is sold solely to an Institutional Account, a deposit fee of 1.50%, payable to Bank of Montreal, and no sales fee; (5) in the case of a Class F-3 Gold Deposit Receipt, which is sold solely to an Institutional Account, a deposit fee of 1.00%, payable to Bank of Montreal, and no sales fee; and (6) in the case of a Class S Gold Deposit Receipt, which is sold solely to an Institutional Account, neither a deposit fee nor a sales fee. The deposit fee and the sales fee are not expenses of the Trust and have no impact on the financial highlights of the Trust. The Trust uses the proceeds of the issuance of Receipts, net of these fees, to purchase gold from Bank of Montreal in an amount that corresponds to the amount of Receipts.

 

Bank of Montreal charges holders of Receipts a withdrawal and delivery fee if physical delivery of the gold is requested (the “Withdrawal and Delivery Fee”). Bank of Montreal additionally reserves the right to charge the holders of Receipts a custody fee, not to exceed 0.50% per annum of the daily average closing price of gold represented by the Receipts, as calculated by the Initial Depositor, acting in good faith (the “Custody Fee”). Bank of Montreal did not charge any Custody Fee during the three months ended January 31, 2021 or for the fiscal year ended October 31, 2020. None of the Deposit Fee, Withdrawal and Delivery Fee or Custody Fee is paid by the Trust to Bank of Montreal.

 

Pursuant to the terms of the Distribution Agreement, BMO Capital Markets Corp., one of Bank of Montreal’s affiliates, acts as the Underwriter of the continuous offerings of Receipts and as the calculation agent responsible for calculating the spot price at which Receipts are offered to the public.

 

BMO Financial Group (“BMO”) held no Receipts as at January 31, 2021 and October 31, 2020.

 

 14 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

3.Concentration of Risk

 

The Trust’s sole business activity is the investment in gold, and substantially all the Trust’s assets are holdings of gold which creates a concentration of risk associated with fluctuations in the price of gold. Several factors could affect the price of gold, including: (i) global gold supply and demand, which is influenced by factors such as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries; (ii) investors’ expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) global or regional political, economic or financial events and situations.

 

The World Health Organization declared the novel coronavirus (“COVID-19”) a global pandemic on March 11, 2020. The COVID-19 pandemic has had, and will likely continue to have, a negative impact on the global economy and economic outlook, resulting in lower economic output, increased unemployment levels and lower interest rates. The global response to the pandemic by central banks and governments, in the form of rate cuts and massive liquidity injections, fueled safe-haven investment demand for gold, offsetting market weakness in consumer-focused sectors of the economy. This demand for gold resulted in new all-time high gold prices in early August 2020 but has since dropped. However, production of gold declined during fiscal 2020 as many mining operations remained suspended due to lockdowns. The extent to which the COVID-19 pandemic continues to impact the gold market including price and supply of gold will depend on future developments, which are highly uncertain and cannot be predicted, including the scope, severity and duration of the pandemic and actions taken by governmental and regulatory authorities, which could vary by country, and other third parties in response to the pandemic.

 

In addition, there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the value of an investment in the Receipts will decline proportionately. Subject to certain restrictions, Receipts may be redeemed after notice at the option of the holder. Each of these events could have a material effect on the Trust’s financial position and results of operations.

 

4.Indemnification

 

Under the Trust’s organizational documents, the Trustee (and its directors, employees and agents) and the Initial Depositor (and its members, managers, directors, officers, employees and affiliates) are indemnified by the Trust against any liability, cost or expense it incurs without gross negligence, bad faith or willful misconduct on its part and without reckless disregard on its part of its obligations and duties under the Trust’s organizational documents. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

 

 15 
 

 

VAULTED GOLD BULLION TRUST

January 31, 2021

(Unaudited)

 

5.Financial Highlights

 

The Trust is presenting the following financial highlights related to investment performance and operations of a Receipt outstanding for the three months ended January 31, 2021 and January 31, 2020.

 

Net Asset Value Three Months
Ended January
31, 2021
  Three Months
Ended January
31, 2020
 
       
Net asset value per Receipt, beginning of
period
 $1,881.85  $1,510.95 
Change in unrealized investment in gold $(18.05) $73.25 
Net Asset Value per Receipt, end of period $1,863.80  $1,584.20 
Total Return*  (0.96%)  4.85%
Portfolio Turnover  0.00%  0.00%**

 

* - Not annualized

 

** - Not zero but a number less than 0.00%

 

 

 

6.Subsequent Events

 

The Trust evaluated subsequent events through the date the financial statements were issued. The Trust concluded that no subsequent events have occurred that would require recognition or disclosure in the financial statements.

 

 16 
 

 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

The Trust holds Gold Bullion for the benefit of owners of Gold Deposit Receipts. One Gold Deposit Receipt represents the undivided beneficial ownership of one troy ounce of Gold Bullion. The Trustee performs only administrative and ministerial acts. The property of the Trust consists of the Gold Bullion and all monies or other property, if any, received by the Trustee. The Initial Depositor sells Gold Bullion to the Trust and arranges custodial services through its gold storage account. As of January 31, 2021, there were 979 Gold Deposit Receipts outstanding.

 

The Trust is not managed like a corporation or an active investment vehicle. It does not have any officers, directors, or employees and is administered by the Trustee pursuant to the Depositary Trust Agreement. The expenses of the Trust are borne by the Initial Depositor.

 

The fiscal year end for the Trust is October 31.

 

Gold Industry

 

The participants in the gold industry may be classified in the following sectors: (1) mining and producer; (2) banking; (3) official; (4) investment; and (5) manufacturing. The following is a brief description of each of the sectors.

 

Mining and Producer Sector. This group includes mining companies that specialize in gold and silver production; mining companies that produce gold as a byproduct of other production (such as a copper or silver producer); scrap merchants; and recyclers.

 

Banking Sector. Bullion banks provide a variety of services to the gold industry and its participants, thereby facilitating interactions between other parties. Services provided by the bullion banking community include traditional banking products as well as mine financing, physical gold purchases and sales, hedging and risk management, inventory management for industrial users and consumers, and gold deposit and loan instruments.

 

The Official Sector. The official sector encompasses the activities of the various central banking operations of gold-holding countries. In September 1999, a group of 15 central banks acting to clarify their intentions with respect to their gold holdings signed the Central Bank Gold Agreement commonly called the “Washington Agreement on Gold.” The signatories included the European Central Bank (the “ECB”) and the central banks of Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, Switzerland, and England. The original agreement limited incremental sales by the 15 signatories to 400 tonnes per annum over the ensuing five-year period. The original Washington Agreement on Gold expired in September 2004, and was renewed by almost all of the original signatories for a second five-year period (England did not renew in 2004). The second Washington Accord Agreement expired in September 2009 and was renewed again by all signatories of the second agreement for a third agreement to last another five-year period. In addition, the central banks of Cyprus, Greece, Malta, Slovakia and Slovenia signed in 2009. The annum limit on gold sales under the third agreement was 400 tonnes, with total sales not to exceed 2,000 tonnes in the five-year period. In May 2014, before the third agreement was set to expire in September 2014, a fourth agreement was reached between the ECB and the central banks of Austria, Belgium, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia, Spain, Sweden and Switzerland, which will expire after a five-year period. The signatories agreed to, among other things, continue to coordinate their gold transactions to avoid disturbances to the gold market and have acknowledged that they each do not have plans to sell significant amounts of gold. On July 26, 2019, the ECB announced that it and the 21 other central bank signatories have decided not to renew the fourth agreement upon its expiry in September 2019, citing that they no longer see the need for a formal agreement as the market has developed and matured. The signatories confirmed that gold remains an important element of global monetary reserves and none of them currently has plans to sell significant amounts of gold.

 

 17 
 

 

The Investment Sector. This sector includes the investment and trading activities of both professional and private investors and speculators. These participants range from large hedge and mutual funds to day-traders on futures exchanges and retail-level coin collectors.

 

The Manufacturing Sector. The fabrication and manufacturing sector represents all the commercial and industrial users of gold for whom gold is a daily part of their business. The jewelry industry is a large user of gold. Other industrial users of gold include the electronics and dental industries.

 

World Gold Supply and Demand (from calendar year 2015-2019)

 

The following table sets forth a summary of the world gold supply and demand from calendar year 2015-2019:

 

WORLD GOLD
SUPPLY AND
DEMAND
(tonnes)(1)
  2015   2016   2017   2018   

Q1

2019*

   

Q2

2019*

   

Q3

2019*

   

Q4

2019*

 
Supply                                
Mine Production  3,222   3,252   3,259   3,332   831   838   884   868 
Scrap  1,180   1,306   1,210   1,178   306   308   331   301 
Net Hedging
Supply
  21   32   -41   8   -25   70   -15   15 
Total Supply  4,422   4,590   4,428   4,518   1,112   1,216   1,200   1,185 
Demand                                
Jewelry  2,474   1,962   2,222   2,129   455   469   332   471 
Industrial
Fabrication
  376   366   380   391   92   92   95   95 
…of which
Electronics
  267   264   277   288   67   68   70   70 
…of which Dental
& Medical
  32   30   29   29   7   7   7   7 
…of which Other
Industrial
  76   71   73   74   18   18   18   18 
Net Official Sector  443   253   366   536   145   210   136   132 
Retail Investment  1,172   1,051   1,031   1,097   273   244   188   297 
…of which Bars  875   785   771   800   194   173   133   217 
…of which Coins  296   266   261   297   79   71   55   80 
Physical Demand  4,464   3,631   3,999   4,154   1,014   1,049   814   1,033 
Physical
Surplus/Deficit
  -42   959   429   365   98   167   386   151 
ETF Inventory
Build
  -117   539   177   59   32   92   231   35 
Exchange
Inventory Build
  -48   86   0   -21   -11   -13   14   17 
Net Balance  124   334   252   327   78   87   140   99 
Gold Price
(London PM,
US$/oz)
  1,160.06   1,250.80   1,257.15   1,268.49   1,303.8   1,309.4   1,472.5   1,479.9 

 

Note: Totals may not add due to independent rounding. Net producer hedging is the change in the physical market impact of mining companies’ gold loans, forwards and options positions. Implied net investment is the residual from combining all other Thomson Reuters GFMS data on the gold supply/demand as shown in the Summary Table. As such, it captures the net physical impact of all transactions not covered by the other supply/demand variables.

 

(1) “Tonne” refers to one metric ton. This is equal to 1,000 kilograms or 32,150.7465 troy ounces.

 

Source: Gold Survey 2019, GFMS, Refinitiv

* Source: Gold Survey H2 2019 Update and Outlook, GFMS, Refinitiv

 

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Historic Movements in the Price of Gold

 

As movements in the price of gold are expected to directly affect the price of the Gold Deposit Receipts, investors should understand what the recent movements in the price of gold have been. Investors, however, should also be aware that past movements in the gold price are not indicators of future movements.

 

The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in U.S. dollars per ounce over the period from January 2016 to January 2021, and is based on the LBMA (PM) Gold Price, an offering of ICE Benchmark Administration.

 

 

 

Source: LBMA.org.uk (accessed March 2021)

 

Gold prices deteriorated throughout 2015, in part as a result of the Federal Reserve Board’s announcement that it would raise interest rates as well as a significant rally of the U.S. dollar index, falling to $1,060.00 per ounce on December 30, 2015. However, the price of gold rebounded during the first half of 2016. In July 2016, gold prices experienced a rapid increase following the United Kingdom’s referendum held on June 23, 2016 to leave the European Union (i.e., “Brexit”), reaching a 28-month high of $1,366.25 per ounce on July 6, 2016. The initial market volatility and negative sentiment in connection with Brexit has somewhat subsided and gold prices have receded from the high prices displayed during July 2016, leveling off at prices similarly exhibited during the beginning of 2016. Gold prices rallied robustly in the first seven months of 2016 before leveling off for much of the third calendar quarter. Gold hit a near eleven-month low price of $1,125.70 per ounce in late December and ended the year 8 percent higher than it started. This lower price followed a few days after the Federal Reserve raised interest rates on December 15, 2016.

 

In the first half of 2017, physical demand was up 17 percent compared to the same period a year earlier. In September 2017, gold prices rose to their highest level for thirteen months, but then slipped to a near five-month low by mid-December. Gold prices near $1,300.00 per ounce in the later half of 2017 indicated that physical demand had slipped compared to prior calendar quarters. The final weeks of 2017 saw gold prices recover the bulk of previous losses as the dollar weakened against other major currencies after the Federal Reserve reiterated that a gradual path of rate increases remained appropriate even in light of the new tax reform. Gold closed at $1,291.00 per ounce on December 28, 2017.

 

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Gold started 2018 strongly, extending the rally that followed the Federal Reserve’s interest rate hike in December 2017. This rally hit a barrier just below $1,360.00 in late January. While gold started off to a positive year in 2018, a recovery in the U.S. dollar weakened prices and uncertainty on the U.S-China trade front weakened the yuan, further pulling gold down. In mid-August 2018, the price of gold was at $1,178.40, which was both the lowest price point for the year-to-date and the lowest since the start of 2017. By the end of August, gold prices had gone down approximately 7.7 percent in 2018. Investment sector demand grew in the fourth calendar quarter of 2018, as a short covering rally in net managed positions on COMEX pushed up net short positions into net long positions for the first time since July 2018. Official sector purchases rose to 196 tonnes in the last calendar quarter of 2018, their highest quarterly level in 50 years. A January 2019 study by the World Gold Council, an industry trade group, reported that the amount of gold purchased by central banks reached 651 tonnes in 2018, the highest level since 1967. Gold closed at $1,279.00 per ounce on December 28, 2018.

 

On January 30, 2019, the Federal Reserve announced it would keep its target range for its benchmark interest rate at 2.25% to 2.5% and declared it would be patient in deciding when to raise interest rates again. Gold closed at $1,323.25 per ounce on January 31, 2019. By the end of the first calendar quarter in 2019, gold demand grew to 1.053 tonnes, up approximately 7% from the first calendar quarter of 2018. While demand grew, supply remained relatively unchanged throughout the first calendar quarter of 2019, flatlining at approximately 1,150 tonnes. Gold reached a high of $1,343.75 in the first calendar quarter of 2019, but fell to around $1,295.40 by the end of March.

 

In the second calendar quarter of 2019, gold demand was 1,123 tonnes, up 8% from the prior year period, while gold supply grew 6% to 1,186.7 tonnes. For the first half of 2019, gold demand grew to a three-year high of 2,181.7 tonnes, largely due to central bank purchases and ETF inflows, while gold supply reached 2,323.9 tonnes, the highest since 2016. The price of gold broke through the $1,430 per ounce level in late June, trading at a then six-year high, as the Federal Reserve re-opened the door for interest rate cuts amid rising global economic and political uncertainties. Gold closed at $1,409 per ounce on June 28, 2019. On July 31, 2019, the Federal Reserve lowered the target range for its benchmark interest rate to 2% to 2.25% (from 2.25% to 2.5%) and declared it would continue to monitor the implications of incoming information for the economic outlook. During the third calendar quarter, gold demand grew modestly to 1,107.9 tonnes mainly due to the largest ETF inflows since 2016. The price of gold rose by 5% during the third calendar quarter of 2019. On September 4, 2019, the price of gold broke through the $1,546.10 per ounce level, its highest mark for 2019. The primary factors behind this price momentum continued to be ongoing geopolitical tensions, concerns of a slowdown in economic growth, lower interest rates and the level of negative yielding debt. Gold closed at $1,514.75 per ounce on December 30, 2019.

 

In the first calendar quarter of 2020, gold demand grew marginally to 1,083.8 tonnes. The global COVID-19 pandemic, which impacted the world in first calendar quarter of 2020, fueled safe-haven investment demand for gold, offsetting market weakness in consumer-focused sectors of the economy. These investment inflows helped push the US dollar gold price to an eight-year high. Consequently, global gold demand in value terms reached US$55 billion – the highest since the second quarter of 2013. Total supply in the first calendar quarter of 2020 fell 4% as COVID-19 lockdowns impacted mine production and gold recycling. Central banks continued to buy significant quantities of gold in the same period. Amid heightened volatility and uncertainty, global gold reserves grew by 145 tonnes in the first calendar quarter of 2020. Gold closed at $1,702.75 per ounce on April 30, 2020.

 

In the second calendar quarter of 2020, the COVID-19 pandemic was again the main influence on the gold market, severely curtailing consumer demand while providing support for investment. The global response to the pandemic by central banks and governments, in the form of rate cuts and massive liquidity injections, fueled record flows of 734 tonnes into gold-backed ETFs. This inflow of gold helped lift the gold price, which gained 17% in US dollar terms over the first half, hitting record highs in many other currencies. Gold closed at $1,964.90 per ounce on July 31, 2020. In early August 2020, gold rallied to a new all-time high of $2,067.15 per ounce. The demand for gold dropped to 892.3 tonnes in the third quarter of 2020, its lowest quarterly total since the third quarter of 2009, as consumers and investors continued to battle against the effects of the global pandemic. At the end of October 2020, demand for gold was 2,972.1 tonnes, which was 10% down compared to the same period in 2019 on a year-to-date basis. Total supply of gold fell 3% in the third quarter of 2020 compared to the same period in 2019, with mine production affected by COVID-19 restrictions imposed on the sector in the first half of 2020.

 

In the fourth calendar quarter of 2020, the demand for gold continued to decline to an 11-year low of 783.4 tonnes, marking a 28% decrease compared to the same period in 2019 and the lowest quarterly figure since the second quarter of 2008. The COVID-19 pandemic continued to weaken customer demand, resulting in a 14% decline in yearly gold demand to 3,759.6 tonnes. Gold-backed ETFs saw record annual inflows, as global holdings grew by 877.1 tonnes or $47.9 billion in 2020. At the end of 2020, total annual gold supply was 4,633 tonnes, which was 4% lower compared to the same period in 2019. Gold closed at $1,887.60 per ounce on December 30, 2020.

 

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As of March 15, 2021, the price of gold was $1,723.65 per ounce.

 

Results of Operations for the Three Months Ended January 31, 2021

 

The Trust’s Net Asset Value decreased from $1,842,331 at October 31, 2020 to $1,824,660 at January 31, 2021, a 0.96% decrease for the period.  

 

Net Asset Value per Receipt decreased 0.96% from $1,881.85 at October 31, 2020 to $1,863.80 at January 31, 2021.

 

For the three months ended January 31, 2021, the Trust issued no Receipts and did not redeem any Receipts, resulting in the number of Receipts issued and outstanding of 979 Receipts at October 31, 2020 to remain the same at January 31, 2021.

 

The decrease in net assets from operations for the three months ended January 31, 2021 was $17,671, resulting from a net change in unrealized loss on investment in gold of $17,671.

 

Liquidity and Capital Resources

 

The Trust is not aware of any trends, demands, commitments, conditions, events or uncertainties that are reasonably likely to result in material changes to its liquidity needs. In exchange for the Initial Depositor’s fee, the Initial Depositor has agreed to assume the expenses incurred by the Trust.

 

Off-Balance Sheet Arrangements

 

The Trust has no off-balance sheet arrangements.

 

Critical Accounting Policies

 

The Trust prepares its financial statements in accordance with GAAP.

 

The Trust has adopted the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services—Investment Companies, and follows specialized accounting. As a result of the adoption of this provision, the Trust records its investment in gold at fair value and expects that there will be fluctuations in the value of investments based on changes in the price of gold.

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Gold Deposit Receipts to any foreign currency related market risk. The Trust does not invest in any derivative financial instruments or long-term debt instruments. The Trust’s sole business activity is the investment in gold, and substantially all the Trust’s assets are holdings of gold which creates a concentration of risk associated with fluctuations in the price of gold.

 

Item 4.Controls and Procedures

 

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to an executive or senior officer of the Initial Depositor familiar with and responsible for supervising the Trust and its operations, as appropriate, to allow timely decisions regarding required disclosure.

 

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Under the supervision and with the participation of an executive or senior officer of the Initial Depositor, the Initial Depositor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, the designated officer of the Initial Depositor concluded that, as of January 31, 2021, the Trust’s disclosure controls and procedures were effective.

 

There have been no changes in the Trust’s or Initial Depositor’s internal control over financial reporting that occurred during the Trust’s most recent fiscal quarter ended January 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Trust’s or Initial Depositor’s internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1.Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

There have been no material changes to the risk factors previously disclosed in the Trust’s Form 10-K filed with the SEC on January 29, 2021.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

Not applicable.

 

Item 3.Defaults Upon Senior Securities

 

None.

 

Item 4.Mine Safety Disclosures

 

Not applicable.

 

Item 5.Changes in and Disagreements with Accounting and Financial Disclosure

 

There have been no changes in auditors and no disagreements with auditors during the Trust’s fiscal quarter ended January 31, 2021.

 

Item 6.Directors, Executive Officers and Corporate Governance

 

Not applicable.

 

Item 7.Executive Compensation

 

Not applicable.

 

Item 8.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Not applicable.

 

Item 9.Certain Relationships and Related Transactions, and Director Independence

 

On May 11, 2017, the Trust entered into the Second Amended and Restated Depositary Trust Agreement with The Bank of New York Mellon, BNY Trust of Delaware, Bank of Montreal and BMO Capital Markets Corp. On July 11, 2018, the Trust entered into the Second Amended and Restated Distribution Agreement with Bank of Montreal and BMO Capital Markets Corp.

 

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Item 10. Principal Accounting Fees and Services

 

Audit Fees. Bank of Montreal, as the Initial Depositor, was billed $10,000 for professional services rendered by KPMG LLP.

 

All Other Fees. There were no other fees billed for products or services provided by KPMG LLP, other than those reported in this Item 10.

 

Item 11. Other Information

 

Not applicable.

 

Item 12. Exhibits

 

Exhibit No.Description
  
1.1Second Amended and Restated Distribution Agreement by and among the Vaulted Gold Bullion Trust, Bank of Montreal and BMO Capital Markets Corp. (incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-226132) filed July 11, 2018).*
  
1.2Second Amended and Restated Depositary Trust Agreement by and among Bank of Montreal, BMO Capital Markets Corp., The Bank of New York Mellon, as Trustee and BNY Mellon Trust of Delaware, as Delaware Trustee, and included as an exhibit thereto, form of Gold Deposit Receipt (incorporated by reference to Exhibit 1.2 to the Registrant’s Current Report on Form 8-K filed May 12, 2017).*
  
10.1Form of Gold Carrier Agreement by and among Bank of Montreal and Carrier (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-211858) filed June 6, 2016).*
  
31.1Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
32.1Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

* Previously filed.

 

 24 
 

 

SIGNATURES

 

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

 

 BANK OF MONTREAL
 Initial Depositor of the Vaulted Gold Bullion Trust
 (Registrant)
  
  
Date: March 17, 2021/s/ Rob Yeung
 *Head, Global EFS
 BMO Capital Markets
  
  
Date: March 17, 2021

/s/ Neil Puddicombe

 *Assistant Corporate Secretary

 

__________

* The Registrant is a trust and the persons are signing in their capacities as officers of Bank of Montreal, the Initial Depositor of the Registrant.

 

25