0001387131-22-008647.txt : 20220811 0001387131-22-008647.hdr.sgml : 20220811 20220811164008 ACCESSION NUMBER: 0001387131-22-008647 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220811 FILED AS OF DATE: 20220811 DATE AS OF CHANGE: 20220811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sprott Physical Gold Trust CENTRAL INDEX KEY: 0001477049 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34638 FILM NUMBER: 221156510 BUSINESS ADDRESS: STREET 1: STE. 2700, SOUTH TOWER, ROYAL BANK PLAZA STREET 2: 200 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2J1 BUSINESS PHONE: 416-362-7172 MAIL ADDRESS: STREET 1: STE. 2700, SOUTH TOWER, ROYAL BANK PLAZA STREET 2: 200 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2J1 6-K 1 phys-6k_081122.htm CURRENT REPORT OF FOREIGN ISSUER

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities
Exchange Act of 1934

 

For the month of August 2022

 

Commission File Number: 001-34638

 

 

SPROTT PHYSICAL GOLD TRUST 

(Translation of registrant’s name into English)

 

Suite 2600, South Tower, 

Royal Bank Plaza, 

200 Bay Street, 

Toronto, Ontario, 

Canada M5J 2J1 

(Address of principal executive offices)

 

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 ☐        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 99.1 is Amendment No. 1 to the Amended and Restated Sales Agreement by and among Sprott Physical Gold Trust (the “Trust”), Sprott Asset Management LP, and Cantor Fitzgerald & Co., Virtu Americas LLC and Virtu ITG Canada Corp.

 

Exhibit 99.1 is hereby incorporated by reference into the Trust’s registration statement on Form F-10 (File No. 333-266758), filed with the Securities and Exchange Commission on August 10, 2022.

 

 

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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

 

  By:  /s/ Kevin Hibbert
     
    Kevin Hibbert
    Director
   

Dated: August 11, 2022

 

  

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 EX-99.1 2 ex99-1.htm AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SALES AGREEMENT
 

SPROTT PHYSICAL GOLD TRUST 6-K

 

Exhibit 99.1

 

 

SPROTT PHYSICAL GOLD TRUST

 

Amendment No. 1 to the Amended and Restated

Sales Agreement

August 11, 2022

Cantor Fitzgerald & Co.

499 Park Avenue

New York, NY 10022

Virtu Americas LLC

One Liberty Plaza

165 Broadway

New York, NY 10006

 

Virtu ITG Canada Corp.

222 Bay Street

Suite 2600, P.O. Box 33

Toronto, ON M5K 1B7

 

 

Ladies and Gentlemen:

 

Reference is made to the Amended and Restated Sales Agreement, dated October 21, 2020, including the Schedules thereto (the “Sales Agreement”), by and among Sprott Physical Gold Trust, a trust formed and organized under the laws of the Province of Ontario (the “Trust”), Sprott Asset Management LP, a limited partnership organized under the laws of the Province of Ontario (the “Manager”), and Cantor Fitzgerald & Co., Virtu Americas LLC and Virtu ITG Canada Corp. (the “Agents”), pursuant to which the Company agreed to sell through the Agents, as sales agents, units of the Trust. All capitalized terms used in this Amendment No. 1 to the Sales Agreement (this “Amendment”) among the Trust, the Manager, and the Agents and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. The Trust, the Manager, and the Agents agree as follows:

A.               Amendments to Sales Agreement. On the date hereof (the “Amendment Date”), the Sales Agreement is amended as follows:

1.                In the third paragraph of Section 1, the reference to “(File No. 333-239717)” shall be changed to “(File No. 333-266758).”

2.                References to “date of this Agreement” shall mean August 11, 2022

B.               Canadian Base Prospectus. The parties hereto acknowledge that any reference to the Canadian Base Prospectus in the Sales Agreement shall refer to the final short form base shelf prospectus dated August 10, 2022, or any subsequent final short form base shelf prospectus, filed with the OSC as principal regulator and with each of the other Canadian Securities Commissions in accordance with the Shelf Procedures.

C.               Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on the terms of the Sales Agreement prior to date of this Amendment, and the rights and obligations of the parties thereunder, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Registration Statement,” “Base Prospectus,” “and “Prospectus,” contained in the Sales Agreement.

 

 
 

 

D.               No Other Amendments. Except as set forth herein, all the terms and provisions of the Sales Agreement shall continue in full force and effect.

E.                Counterparts. This Amendment 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. Delivery of an executed Amendment by one party to the other may be made by facsimile or electronic transmission of a portable document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com).

F.                Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.

[Remainder of page intentionally left blank.]

  

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If the foregoing correctly sets forth the understanding among us, please so indicate in the space provided below for that purpose.

Very truly yours,

 

 

SPROTT PHYSICAL GOLD TRUST

 

By its manager, Sprott Asset Management LP

 

By its general partner, Sprott Asset Management GP Inc.

 

By: /s/ Lara Misner
  Name: Lara Misner
  Title:  Chief Compliance Officer
 

SPROTT ASSET MANAGEMENT LP

 

By its general partner, Sprott Asset Management GP Inc.

 

By: /s/ Lara Misner
  Name: Lara Misner
  Title:  Chief Compliance Officer

 

ACCEPTED as of the date first-above written:

CANTOR FITZGERALD & CO.

 

 
By: /s/ Sage Kelly
  Name:  Sage Kelly
  Title:    Senior Managing Director and Head of Investment Banking

 

 

VIRTU AMERICAS LLC

 

 
By: /s/ Joshua Feldman
  Name:  Joshua Feldman
 

Title:    Managing Director

 

 

 

VIRTU ITG CANADA CORP.

 

 
By: /s/ Ian Williams
  Name:  Ian Williams
  Title:  Managing Director