CEF 6-K
Sprott Physical Gold & Silver Trust (CEF)
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 | May | 2025 | |
| Commission File Number | 001-38346 |
| SPROTT PHYSICAL GOLD AND SILVER TRUST |
| (Translation of registrant’s name into English) |
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Suite 2600, South Tower, Royal Bank Plaza, 200 Bay Street Toronto, Ontario, Canada M5J 2J1 |
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| (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 ☒ |
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
| Exhibit | |
| 99.1 | Amendment No. 1 to the Amended and Restated Sales Agreement dated December 6, 2024 |
| 99.2 | Press Release dated May 2, 2025 |
Exhibit 99.1 is hereby incorporated by reference into the Registrant’s registration statement on Form F-10 (File No. 333-286907), which was originally filed with the Securities and Exchange Commission on May 1, 2025.
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 AND SILVER TRUST
(Registrant)
By Sprott Asset Management GP Inc.,
as general partner of
the manager of the Registrant
| Date: | May 2, 2024 | By: | /s/ Kevin Hibbert | |
| Name: Kevin Hibbert | ||||
| Title: Director | ||||
SPROTT PHYSICAL GOLD AND SILVER TRUST 6-K
Exhibit 99.1
SPROTT PHYSICAL GOLD & SILVER TRUST
Amendment No. 1 to the Amended and Restated Sales Agreement
May 2, 2025
Cantor Fitzgerald & Co.
110 East 59th Street
New York, NY 10022
Cantor Fitzgerald Canada Corporation
181 University Avenue, Suite 1500
Toronto, ON M5H 3M7
Virtu Americas LLC
1633 Broadway
New York, NY 10019
Virtu Canada Corp.
222 Bay Street, Suite 1720
Toronto, ON M5K 1B7
Canaccord Genuity Corp.
40 Temperance Street, Suite 2100
Toronto, ON M5H 0B4
Canaccord Genuity LLC
One Post Office Square, Suite 3000
Boston, MA 02109
BMO Nesbitt Burns Inc.
1 First Canadian Place
100 King Street West
3rd Floor Podium
Toronto, ON M5X 1H3
BMO Capital Markets Corp.
151 West 42nd Street
New York, NY 10036
Ladies and Gentlemen:
Reference is made to the Amended and Restated Sales Agreement, dated as of December 6, 2024 (the “Sales Agreement”), by and among Sprott Physical Gold & Silver 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., Cantor Fitzgerald Canada Corporation, Virtu Americas LLC, Virtu Canada Corp., Canaccord Genuity Corp., Canaccord Genuity LLC, BMO Nesbitt Burns Inc. and BMO Capital Markets Corp. (collectively, the “Agents”), pursuant to which the Trust may, from time to time, issue and sell through the Agents units of the Trust.
| 1 |
In connection with the foregoing, the parties hereto wish to amend the Sales Agreement through this Amendment No. 1 to the Sales Agreement (this “Amendment”) to make certain changes to the Sales Agreement with effect on and after the date hereof. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Sales Agreement.
SECTION 1.
Amendments to the Sales Agreement. The parties hereto agree, from and after the date hereof, that:
(a) The third paragraph of Section 1 is hereby deleted and replaced in its entirety with the following:
“The Trust has filed with the Commission a registration statement on Form F-10 (File No. 333-271163) relating to the Shelf Securities and an appointment of agent for service of process on Form F-X (a “Trust Form F-X”) relating to the registration statement, and the Trust has caused RBC Investor Services Trust to file with the Commission an appointment of agent for service of process on Form F-X (a “Trustee Form F-X”). The Trust may file one or more additional registration statements from time to time that will contain a Base Prospectus (as defined below) and related prospectus, if applicable (which shall be a Prospectus (as defined below)), with respect to the Placement Units. The registration statement on Form F-10, or any subsequent registration statement on Form F-10, as most recently amended and including the information (if any) deemed to be a part of such registration statement at the time of effectiveness pursuant to Form F-10 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is hereinafter called the “Registration Statement”; the base prospectus relating to the Shelf Securities filed as part of the Registration Statement, in the form in which it has been filed with the Commission, is hereinafter called the “Base Prospectus”. For purposes of this Agreement, “Prospectus” means the final prospectus supplement relating to the offering of the Placement Units, together with the Base Prospectus, filed with the Commission pursuant to General Instruction II.L. of Form F-10 in accordance with Section 8(w) hereof. As used herein, the terms “Registration Statement”, “Base Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant time.”
SECTION 2.
No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Sales Agreement shall continue in full force and effect. All references to the Sales Agreement in the Sales Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Sales Agreement as amended by this Amendment. 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) contained in the Sales Agreement.
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SECTION 3.
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.
SECTION 4.
Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment or the Sales Agreement.
SECTION 5.
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 the 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).
[Signature Pages Follow]
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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, whereupon this letter and your acceptance shall constitute a binding agreement among the Trust, the Manager and the Agents.
| Very truly yours, | |||
| SPROTT PHYSICAL GOLD AND SILVER TRUST | |||
| By its manager, Sprott Asset Management LP | |||
| By its general partner, Sprott Asset Management GP Inc. | |||
| By: | (signed) “John Ciampaglia” | ||
| Name: John Ciampaglia | |||
| Title: Chief Executive Officer | |||
| SPROTT ASSET MANAGEMENT LP | |||
| By its general partner, Sprott Asset Management GP Inc. | |||
| By: | (signed) “John Ciampaglia” | ||
| Name: John Ciampaglia | |||
| Title: Chief Executive Officer | |||
[Signature Page to Amendment No. 1 to the Sales Agreement]
| CONFIRMED AND ACCEPTED, as of the date first above written: | ||
| CANTOR FITZGERALD & CO. | ||
| By: | (signed) “Sameer Vasudev” | |
| Name: Sameer Vasudev | ||
| Title: Managing Director | ||
| CANTOR FITZGERALD CANADA CORPORATION | ||
| By: | (signed) “Elan Shevel” | |
| Name: Elan Shevel | ||
| Title: Chief Compliance Officer | ||
| VIRTU AMERICAS LLC | ||
| By: | (signed) “Joshua Feldman” | |
| Name: Joshua Feldman | ||
| Title: Managing Director | ||
| VIRTU CANADA CORP. | ||
| By: | (signed) “Ryan Quattrini” | |
| Name: Ryan Quattrini | ||
| Title: Chief Financial Officer | ||
| CANACCORD GENUITY CORP. | ||
| By: | (signed) “David Sadowski” | |
| Name: David Sadowski | ||
| Title: Managing Director, Head of Canadian | ||
| Metals & Mining Investment Banking | ||
| CANACCORD GENUITY LLC | ||
| By: | (signed) “Jen Pardi” | |
| Name: Jen Pardi | ||
| Title: Managing Director | ||
| BMO NESBITT BURNS INC. | ||
| By: | (signed) “Joshua Goldfarb” | |
| Name: Joshua Goldfarb | ||
| Title: Managing Director | ||
| BMO CAPITAL MARKETS CORP. | ||
| By: | (signed) “Brad Pavelka” | |
| Name: Brad Pavelka | ||
| Title: Managing Director | ||
[Signature Page to Amendment No. 1 to the Sales Agreement]
SPROTT PHYSICAL GOLD AND SILVER TRUST 6-K
Exhibit 99.2
| for immediate release | NYSE: CEF |
| tsx: CEF and CEF.U |
Sprott Physical Gold AND SILVER Trust UPDATES Its “At-The-Market” Equity Program
TORONTO, ON – May 2, 2025 – Sprott Asset Management LP (“Sprott Asset Management”), a subsidiary of Sprott Inc., on behalf of the Sprott Physical Gold and Silver Trust (NYSE: CEF) (TSX: CEF / CEF.U) (the “Trust”), a closed-ended mutual fund trust created to invest and hold substantially all of its assets in physical gold and silver bullion, today announced that it has updated its at-the-market equity program to issue up to U.S.$250 million 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 December 6, 2024, as amended on May 2, 2025, between Sprott Asset Management (as the manager of the Trust), the Trust, Cantor Fitzgerald & Co. (“Cantor”), Cantor Fitzgerald Canada Corporation (“Cantor Canada”), Virtu Americas LLC (“Virtu”), Virtu Canada Corp. (“Virtu Canada”), BMO Capital Markets Corp. (“BMO”), BMO Nesbitt Burns Inc. (“BMO Canada”), Canaccord Genuity LLC (“Canaccord” and, together with Cantor, Virtu and BMO, the “U.S. Agents”) and Canaccord Genuity Corp. (“Canaccord Canada” and, together with Cantor Canada, Virtu Canada and BMO Canada, the “Canadian Agents” and, together with the U.S. Agents, the “Agents”). The Sales Agreement is available on EDGAR at the United States Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov and the SEDAR+ website maintained by the Canadian Securities Administrators at www.sedarplus.ca.
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. None of the U.S. Agents are registered as dealers 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 Agents 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 and silver 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 May 2, 2025 (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. 333-286907) filed with the SEC on May 2, 2025, and pursuant to a prospectus supplement dated May 2, 2025 (the “Prospectus Supplement”) to the Trust's Canadian short form base shelf prospectus dated May 1, 2025 (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.sedarplus.ca.
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 has been approved by the NYSE and the TSX, as applicable, subject to 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 and Sprott Asset Management
Sprott Asset Management is a wholly-owned subsidiary of Sprott and is the investment manager to the Trust. Sprott is a global leader in precious metals and critical materials investments. At Sprott, we are specialists. Our in-depth knowledge, experience and relationships separate us from the generalists. Our investment strategies include Exchange Listed Products, Managed Equities and Private Strategies. Sprott has offices in Toronto, New York, Connecticut and California and Sprott’s common shares are listed on the NYSE and the TSX under the symbol “SII”.
About 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, 2024 (the “AIF”). 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.
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, investor demands for Units, statements regarding the ATM Program, including the intended use of proceeds from the sale of Units, any sale of Units and the timing and ability of the Trust to obtain all necessary approvals in connection with a sale of Units. With respect to the forward-looking statements contained in this press release, the Trust has made numerous assumptions regarding, among other things, the gold and silver markets. 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 Offering Documents, as updated by the Trust's continuous disclosure filings, which are available at www.sec.gov and www.sedarplus.ca. 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
Direct: 416-943-4394