SPROTT PHYSICAL GOLD TRUST 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 Xxxxxxxxxx & Co.

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

Virtu Americas LLC

Xxx Xxxxxxx Xxxxx

000 Xxxxxxxx

Xxx Xxxx, XX 00000

Virtu ITG Canada Corp.

000 Xxx Xxxxxx

Xxxxx 0000, X.X. Xxx 00

Xxxxxxx, XX X0X 0X0

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 Xxxxxxxxxx & 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., xxx.xxxxxxxx.xxx).

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.

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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/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title:  Chief Compliance Officer
SPROTT ASSET MANAGEMENT LP By its general partner, Sprott Asset Management GP Inc.
By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title:  Chief Compliance Officer

ACCEPTED as of the date first-above written:

CANTOR XXXXXXXXXX & CO.
By:	/s/ Xxxx Xxxxx
	Name:  Xxxx Xxxxx
	Title:    Senior Managing Director and Head of Investment Banking

VIRTU AMERICAS LLC
By:	/s/ Xxxxxx Xxxxxxx
	Name:  Xxxxxx Xxxxxxx
	Title:    Managing Director
VIRTU ITG CANADA CORP.
By:	/s/ Xxx Xxxxxxxx
	Name:  Xxx Xxxxxxxx
	Title:  Managing Director