6-K - CEF - Equibles

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

For the month of	April	2023
Commission File Number	001-38346
SPROTT PHYSICAL GOLD AND SILVER TRUST
---
(Translation of registrant’s name into English)
Suite 2600, South Tower,<br><br> <br>Royal Bank Plaza,<br><br> <br>200 Bay Street<br><br> <br>Toronto, Ontario,<br><br> <br>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 x

INFORMATION CONTAINED IN THIS FORM 6-KREPORT

Exhibit
99.1	Amendment No. 1 to the Amended and Restated Sales Agreement dated April 6, 2023
99.2	Press Release dated April 6, 2023

Exhibit 99.1 is hereby incorporated by reference into the Registrant’s registration statement on Form F-10 (File No. 333-271163), which was originally filed with the Securities and Exchange Commission on April 6, 2023.

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:	April 6, 2023	By:	/s/ Kevin Hibbert
			Name:	Kevin Hibbert
			Title:	Director

Exhibit 99.1

SPROTT PHYSICAL GOLD & SILVER TRUST

Amendment No. 1 to the Amended and Restated

Sales Agreement

April 6, 2023

Cantor Fitzgerald & Co.

499 Park Avenue

New York, NY 10022

Virtu Americas LLC

1633 Broadway

New York, NY 10019

Virtu 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 November 2, 2020, including the Schedules thereto (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., Virtu Americas LLC and Virtu 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 fourth paragraph of Section 1, the reference to “(File No. 333-229639)” shall be changed to “(File No. 333-271163).”

2. References to “date of this Agreement” shall mean April 6, 2023.

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 April 6, 2023, 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.            Shelf Securities. The parties hereto acknowledge that any reference to Shelf Securities in the Sales Agreement shall refer to the Units qualified by the Canadian Base Prospectus.

D.            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.

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

F.             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).

G.            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.]

-2-

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 & Silver TRUST
By its manager, Sprott Asset Management LP
By its general partner, Sprott Asset Management GP Inc.
By:	(Signed)<br> “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
ACCEPTED as of the date first-above written:
CANTOR FITZGERALD & CO.
By:	(Signed) “Sameer Vasudev”
	Name: Sameer Vasudev
	Title: Managing Director
VIRTU AMERICAS LLC
By:	(Signed) “Joshua Feldman”
	Name:	Joshua Feldman
	Title:	Managing Director
VIRTU CANADA CORP.
---	---	---
By:	(Signed) “Ian Williams”
	Name:	Ian Williams
	Title:	Chief Executive Officer

Exhibit99.2

for immediate release	NYSE: CEF
	tsx: cef and cef.u

SprottPhysical Gold and Silver Trust UPDATES Its "At-The-Market" Equity Program

TORONTO, ON –April 6, 2023 – 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) (TSX: 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 US$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 November 2, 2020, as amended on April 6, 2023, 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 Canada Corp. (the "Canadian Agent" and together with the U.S. Agents, the "Agents"). The Sales Agreement is available on EDGAR at the website of the United States Securities and Exchange Commission (the “SEC”) 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 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 April 6, 2023 (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. [l]) filed with the SEC on April 6, 2023, and pursuant to a prospectus supplement dated April 6, 2023 (the "Prospectus Supplement") to the Trust's Canadian short form base shelf prospectus dated April 6, 2023 (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, 2022 (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 silver 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