6-K 1 d1103449_6-k.htm d1103449_6-k.htm

FORM 6-K
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 
For the month of May 2010

Commission File Number: 001-34638
 
 
SPROTT PHYSICAL GOLD TRUST
(Translation of registrant's name into English)


Suite 2700, South Tower,
Royal Bank Plaza,
200 Bay Street,
Toronto, Ontario,
Canada M5J 2J1
(Address of principal executive office)
 
 
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
 
 
Form 20-F [X] Form 40-F [_]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ___
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 
 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 1 is a press release dated May 25, 2010 announcing a follow-on offering to the public of 18,000,000 transferable, redeemable units of Sprott Physical Gold Trust (the “Trust”).  Attached hereto as Exhibit 2 is a press release dated May 26, 2010 announcing the pricing of the follow-on offering to the public of 21,600,000 transferable, redeemable units of the Trust.

 
 

 

 EXHIBIT 1
 
Sprott Physical Gold Trust Announces Follow-On Offering of 18,000,000 Trust Units
 
TORONTO, ONTARIO--(Marketwire - 05/25/10) - Sprott Physical Gold Trust (the "Trust") (TSX:PHY.U - News)(NYSE:PHYS - News), a trust created to invest and hold substantially all of its assets in physical gold bullion and managed by Sprott Asset Management LP, announced today that it plans a follow-on offering to the public (the "Offering") of 18,000,000 transferable, redeemable units of the Trust ("Units"). As part of the Offering, the Trust expects to grant the underwriters an over-allotment option to purchase up to 2,700,000 additional Units.
 
The Trust intends to use the net proceeds of this Offering to acquire physical gold bullion in accordance with the Trust's objective and subject to the Trust's investment and operating restrictions described in the prospectus related to this Offering. Under the trust agreement governing the Trust, the net proceeds of the Offering per unit must be not less than 100% of the most recently calculated net asset value per Unit of the Trust prior to, or upon determination of, pricing of the offering.
 
The Units are listed on the NYSE Arca and the Toronto Stock Exchange under the symbols "PHYS" and "PHY.U", respectively. The Offering will be made simultaneously in the United States and Canada through a syndicate of underwriters led by Morgan Stanley and RBC Capital Markets in the United States and RBC Capital Markets and Morgan Stanley in Canada.
 
Copies of the U.S. prospectus related to this Offering may be obtained by contacting Morgan Stanley & Co. Incorporated, 180 Varick Street, 2nd Floor, New York, New York 10014 Attention: Prospectus Department (telephone 866-718-1649 (toll free) or 917-606-8474) or by e-mailing prospectus@morganstanley.com, or RBC Capital Markets Corporation, Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street, 8th floor, New York, New York 10281-8098 (telephone: 212-428-6670, fax: 212-428-6260).
 
This news release does not constitute an offer to sell or a solicitation of an offer to buy the Units, nor shall there be any sale of the Units in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
 
Additional details on the Trust can be found in the final prospectus available on EDGAR (http://www.edgar.com/) and SEDAR (http://www.sedar.com/) or on the Trust's website at http://www.sprottphysicalgoldtrust.com/.
 
Contact:
 
Contacts:
Investor Contact Information:
Sprott Physical Gold Trust
(416) 203-2310 or Toll Free: 1 (877) 403-2310
ir@sprott.com
http://www.sprottphysicalgoldtrust.com/

 
 

 

EXHIBIT 2
 
Sprott Physical Gold Trust Completes Pricing of Follow-on Offering of Trust Units
 
TORONTO, ONTARIO--(Marketwire - 05/26/10) - Sprott Physical Gold Trust (the "Trust") (TSX:PHY.U - News)(NYSE:PHYS - News), a trust created to invest and hold substantially all of its assets in physical gold bullion and managed by Sprott Asset Management LP, has priced its follow-on offering to the public (the "Offering") of 21,600,000 transferable, redeemable units of the Trust ("Units"). As part of the Offering, the Trust has granted the underwriters an over-allotment option to purchase up to 3,240,000 additional Units.
 
The Units have been priced at US$11.25 per Unit. The gross proceeds from the Offering will be US$243,000,000 (US$279,450,000 if the underwriters exercise in full the over-allotment option).
 
The Trust intends to use the net proceeds of this Offering to acquire physical gold bullion in accordance with the Trust's objective and subject to the Trust's investment and operating restrictions described in the prospectus related to this Offering. The net proceeds of the Offering per Unit will be greater than 100% of the most recently calculated net asset value per Unit of the Trust prior to pricing of the Offering, which is required under the trust agreement governing the Trust.
 
The Units are listed on the NYSE Arca and the Toronto Stock Exchange under the symbols "PHYS" and "PHY.U", respectively. The Offering was made simultaneously in the United States and Canada through a syndicate of underwriters led by Morgan Stanley and RBC Capital Markets in the United States and RBC Capital Markets and Morgan Stanley in Canada.
 
Copies of the U.S. prospectus related to this Offering may be obtained by contacting Morgan Stanley & Co. Incorporated, 180 Varick Street, 2nd Floor, New York, New York 10014 Attention: Prospectus Department (telephone: 866-718-1649 (toll free) or 917-606-8474) or by e-mailing prospectus@morganstanley.com, or RBC Capital Markets Corporation, Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street, 8th floor, New York, New York 10281-8098 (telephone: 212-428-6670, fax: 212-428-6260)
 
This news release does not constitute an offer to sell or a solicitation of an offer to buy the Units, nor shall there be any sale of the Units in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
 
Additional details on the Trust can be found in the final prospectus available on EDGAR (http://www.edgar.com/) and SEDAR (http://www.sedar.com/) or on the Trust's website at http://www.sprottphysicalgoldtrust.com/.
 
Contact:
 
Contacts:
Investor Contact Information:
Sprott Physical Gold Trust
(416) 203-2310 or Toll Free: 1 (877) 403-2310
ir@sprott.com
http://www.sprottphysicalgoldtrust.com/



 
 

 



SIGNATURES

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

 
 
SPROTT PHYSICAL GOLD TRUST
(registrant)
By Sprott Asset Management GP Inc.,
as general partner of
the manager of the Registrant
 
   
 
 
Dated: May 27, 2010
/s/ Kirstin H. McTaggart
 
By:  Kirstin H. McTaggart
 
Corporate Secretary
 

 








SK 03883 0007 1103449