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 a copy of the press release issued by Sprott Physical Gold Trust (the “Trust”) on August 11, 2022: Sprott Physical Gold Trust Updates its “At-The-Market” Equity Program.
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 17, 2022 |
Sprott Physical Gold Trust 6-K
Exhibit 99.1
for immediate release
NYSE: PHYS
tsx: PHYS and PHYS.U
Sprott Physical Gold Trust UPDATES Its “At-The-Market” Equity Program
TORONTO, ON – August 11, 2022 – Sprott Asset Management LP (“Sprott Asset Management”), a subsidiary of Sprott Inc., on behalf of the Sprott Physical Gold Trust (NYSE: PHYS) (TSX: PHYS / PHYS.U) (the “Trust”), a closed-ended mutual fund trust created to invest and hold substantially all of its assets in physical gold bullion, today announced that it has updated its at-the-market equity program to issue up to US$1 billion of units of the Trust (“Units”) in the United States and Canada.
Distributions under the at-the-market equity programs in the United States and Canada (together, the “ATM Program”) will be completed in accordance with the terms of an amended and restated sales agreement (the “Sales Agreement”) dated October 21, 2020, as amended on August 11, 2022, between Sprott Asset Management (as the manager of the Trust), the Trust, Cantor Fitzgerald & Co. (“CF&Co”), Virtu Americas LLC (“Virtu” and together with CF&Co, the “U.S. Agents”) and Virtu ITG Canada Corp. (the “Canadian Agent” and together with the U.S. Agents, the “Agents”). The Sales Agreement is available on EDGAR at the SEC’s website at www.sec.gov and the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com.
Sales of Units through the Agents, acting as agent, will be made through “at the market” issuances on the NYSE Arca (“NYSE”) and the Toronto Stock Exchange (“TSX”) or other existing trading markets in the United States and Canada at the market price prevailing at the time of each sale, and, as a result, sale prices may vary. Neither U.S. Agent is registered as a dealer in any Canadian jurisdiction and, accordingly, the U.S. Agents will only sell Units on marketplaces in the United States and are not permitted to and will not, directly or indirectly, advertise or solicit offers to purchase any Units in Canada. The Canadian Agent may only sell Units on marketplaces in Canada.
The volume and timing of distributions under the ATM Program, if any, will be determined in the Trust's sole discretion. The Trust intends to use the proceeds from the ATM Program, if any, to acquire physical gold bullion in accordance with the Trust's objective and subject to the Trust's investment and operating restrictions.
The offering under the ATM Program is being made pursuant to a prospectus supplement dated August 11, 2022 (the “U.S. Prospectus Supplement”) to the Trust’s U.S. base prospectus (the “U.S. Base Prospectus”) included in its registration statement on Form F-10 (the “Registration Statement”) (File No. 333-266758) filed with the United States Securities and Exchange Commission (the “SEC”) on August 10, 2022, and pursuant to a prospectus supplement dated August 11, 2022 (the “Prospectus Supplement”) to the Trust's Canadian short form base shelf prospectus dated August 10, 2022 (the “Base Shelf Prospectus” and together with the Prospectus Supplement, the U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement, the “Offering Documents”). The U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement are available on EDGAR at the SEC's website at www.sec.gov, and the Prospectus Supplement and the Base Shelf Prospectus are available on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com.
Before you invest, you should read the Offering Documents and other documents that the Trust has filed for more complete information about the Trust, the Sales Agreement and the ATM Program.
Listing of the Units sold pursuant to the ATM Program on the NYSE and the TSX will be subject to fulfilling all applicable listing requirements.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction.
About Sprott Asset Management and the Trust
Sprott Asset Management, a subsidiary of Sprott Inc., is the investment manager to the Trust. Important information about the Trust, including its investment objectives and strategies, applicable management fees, and expenses, is contained in the Trust's annual information form for the year ended December 31, 2021 (the “AIF”), which can be found on www.sprottphysicalbullion.com, in the U.S. on www.sec.gov and in Canada on www.sedar.com. Commissions, management fees, or other charges and expenses may be associated with investing in the Trust. The performance of the Trust is not guaranteed, its value changes frequently and past performance is not an indication of future results.
To learn more about the Trust, please visit www.sprottphysicalbullion.com.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable United States securities laws and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements in this press release include, without limitation, statements regarding the ATM Program, including the intended use of proceeds from any sale of Units and the timing and ability of the Trust to obtain all necessary regulatory approvals. With respect to the forward-looking statements contained in this press release, the Trust has made numerous assumptions regarding, among other things: the price of gold and anticipated costs and the impact of the COVID-19 pandemic on the Trust's business, financial condition and results of operations. While the Trust considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors that could cause the Trust's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this press release. A discussion of risks and uncertainties facing the Trust appears in the AIF, and the Offering Documents, each as updated by the Trust's continuous disclosure filings, which are available at www.sec.gov and www.sedar.com. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and the Trust disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.
For more information:
Glen Williams
Managing Director, Investor and Institutional Client Relations
Tel: 416.943.4394
Email: gwilliams@sprott.com