** **

**U.S. SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 40-F**

 

**o****  REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**x****  ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

| **For   the fiscal year ended December 31, 2014** | ** ** | **Commission   file number 001-34638** |
|--------------------------------------------------------|------------|---------------------------------------------|

 

**SPROTT PHYSICAL GOLD TRUST**

(Exact name of Registrant as specified in its charter)

 

**Not Applicable**

(Translation of Registrant’s Name into English (if applicable))

 

| **Province of Ontario, Canada**                                   | ** ** | **1040**                                                                      | ** ** | **Not Applicable**                                           |
|-------------------------------------------------------------------|------------|-------------------------------------------------------------------------------|------------|--------------------------------------------------------------|
| (Province or other jurisdiction of incorporation or organization) | ** ** | (Primary Standard Industrial Classification Code Number (if applicable)) | ** ** | (I.R.S. Employer Identification Number (if applicable)) |

 

**Suite 2700, South Tower****Royal Bank Plaza****200 Bay Street****Toronto, Ontario****Canada, M5J 2J1**

(Address and telephone number of Registrant’s principal executive offices)

 

**Anthony Tu-Sekine****Seward & Kissel LLP****901 K Street, NW Suite 800****Washington, DC 20001****(202) 737-8833**

(Name, address (including zip code) and telephone number (including area code) of agent for service in the

United States)

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Title of each class** | ** ** | **Name of each exchange on which registered** |
|----------------------------------------|------------|-----------------------------------------------------------------------------|
| Units                                  |       | NYSE   Arca                                                                 |

 

Securities registered pursuant to Section 12(g) of the Act:**  ****None**

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:**  ****None**

 

For annual reports, indicate by check mark the information filed with this Form:

 

x Annual Information Form        x Audited annual financial statements

 

Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

157,290,493

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

| Yes  x |   | No  o |
|------------------|--------|-----------------|

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 

| Yes  o |   | No  o |
|------------------|--------|-----------------|

 

 

 

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**ANNUAL INFORMATION FORM**

 

The Annual Information Form of the Registrant for the fiscal year ended December 31, 2014 is filed as Exhibit 99.5 to this annual report on Form 40-F, and is incorporated herein by reference.

 

**AUDITED FINANCIAL STATEMENTS**

 

The Audited Financial Statements of the Registrant for the fiscal year ended December 31, 2014 are filed as Exhibit 99.6 to this annual report on Form 40-F, and are incorporated herein by reference.

 

**MANAGEMENT’S DISCUSSION AND ANALYSIS**

 

Management’s Discussion and Analysis for the fiscal year ended December 31, 2014 is filed as Exhibit 99.6 to this annual report on Form 40-F, and is incorporated herein by reference.

 

**CERTIFICATIONS**

 

See Exhibits 99.1, 99.2, 99.3 and 99.4 to this Annual Report on Form 40-F.

 

**DISCLOSURE CONTROLS AND PROCEDURES**

 

As of the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Registrant’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Registrant in reports that it files with or submits to the U.S. Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required.

 

No changes were made in the Registrant’s internal control over financial reporting or in other factors during the period covered by this annual report on Form 40-F that have materially affected or are reasonably likely to materially affect the Registrant’s internal control over financial reporting.

 

**MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**

 

Management’s report on internal control over financial reporting is filed as exhibit 99.7 to this annual report on Form 40-F, and is incorporated herein by reference.

 

**ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM**

 

The attestation report of Ernst & Young LLP on management’s internal control over financial reporting is filed as Exhibit 99.8 to this annual report on Form 40-F, and is incorporated herein by reference.

 

**CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING**

 

None.

 

**NOTICE PURSUANT TO REGULATION BTR**

 

None.

 

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**AUDIT COMMITTEE FINANCIAL EXPERT**

 

Pursuant to the provisions of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and Rule 5.3 of NYSE Arca, the Registrant is not required to have an audit committee.

 

**CODE OF ETHICS**

 

Under the applicable provisions of Rule 5.3 of NYSE Arca, the Registrant is not required to adopt, and the Registrant has not adopted, a code of ethics.

 

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

Ernst & Young LLP have been the auditors of the Registrant since its inception. The following table presents fees for professional services rendered by Ernst & Young LLP to the Registrant for the audit of the Registrant’s financial statements for years ended December 31, 2014 and 2013, and fees billed for other services rendered by Ernst & Young LLP, during periods from January 1, 2014 to December 31, 2014, and from January 1, 2013 to December 31, 2013.

 
| ** **            | ** ** | **Year Ended   December 31,   2014** | ** ** | **Year Ended   December 31, 2013** | ** ** |
|-----------------------|------------|------------------------------------------------|------------|---------------------------------------------------|------------|
| Audit Fees(1)         |       | $                                              | 109,000    |                                              | $          | 87,488 |   |
| Audit-related Fees(2) |       | 15,000                                         |       | 21,512                                            |       |
| Tax Fees(3)           |       | 0                                              |       | 0                                                 |       |
| All Other Fees(4)     |       | 0                                              |       | 0                                                 |       |
| Total                 |       | $                                              | 124,000    |                                              | $          | 109,000 |   |

 

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NOTES:

 

(1) Consist of fees related to statutory audits, related audit work in connection with registration statements and other filings with various regulatory authorities, quarterly reviews of interim financial statements, and performing inventory count procedures.

(2) Consist mainly of fees related to prospectus filings.

(3) Consist of fees for tax consultation and compliance services, including indirect taxes.

(4) Consist mainly of fees for operational advisory and risk management services and French translation of certain filings with regulatory authorities.

 

**OFF-BALANCE SHEET ARRANGEMENTS**

 

The Registrant has no off-balance sheet arrangements as defined by Form 40-F under the Securities Exchange Act of 1934, as amended.

 

**TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

 

The Registrant has no long-term contractual obligations to be disclosed pursuant to General Instruction B.12 of Form 40-F.

 

**IDENTIFICATION OF THE AUDIT COMMITTEE**

 

Pursuant to the provisions of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and Rule 5.3 of NYSE Arca, the Registrant is not required to have an audit committee.

 

**FORWARD-LOOKING STATEMENTS**

 

A number of statements in the documents incorporated by reference in this Form 40-F constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Please refer to

 

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disclosure under the heading “Cautionary Statement Regarding Forward-Looking Statements” in the Annual Information Form of the Registrant for the year ended December 31, 2014, dated March 30, 2015, incorporated herein and forming an integral part of this document, for a discussion of risks, uncertainties and assumptions that could cause actual results to vary from those forward-looking statements.

 

**INTERACTIVE DATA FILE**

 

The U.S. Securities and Exchange Commission has not approved taxonomy or standard list of tags necessary for financial reporting in interactive format for registrants that prepare their financial statements using International Financial Reporting Standards as issued by the International Accounting Standards Board. As a result, the Registrant is unable to make any filings in interactive format, but will commence such filings once the taxonomy has been approved.

 

**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

 

**Consent to Service of Process**

 

We have previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

 

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**SIGNATURES**

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 
|                            | **SPROTT PHYSICAL GOLD TRUST** |
|---------------------------------|--------------------------------|
|                            | **By:**                        | **Sprott Asset Management LP, by its general partner   Sprott Asset Management GP Inc., as manager of Sprott Physical Gold   Trust** |
|                            |                           |   |
|  Date: March 30, 2015 | By:                            | /s/   JOHN WILSON |
|                            |                           | John   Wilson |
|                            |                           | *Chief Executive Officer* |

 

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** **

**EXHIBIT INDEX**

 
| 99.1   |   | Certificate   of the Chief Executive Officer under Section 302 of the *Sarbanes-Oxley Act of 2002*.                                                                                                                                       |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                           |
| 99.2   |   | Certificate   of the Chief Financial Officer under Section 302 of the *Sarbanes-Oxley Act of 2002*.                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                           |
| 99.3   |   | Certificate   of the Chief Executive Officer under Section 906 of the *Sarbanes-Oxley Act of 2002*.                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                           |
| 99.4   |   | Certificate   of the Chief Financial Officer under Section 906 of the *Sarbanes-Oxley Act of 2002*.                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                           |
| 99.5   |   | Annual   Information Form of the Registrant dated March 30, 2015.                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                           |
| 99.6   |   | Audited   financial statements of the Registrant and notes thereto and Auditors’ Report   thereon, and Management’s Discussion and Analysis of the Registrant for the   year ended December 31, 2014 dated March 10, 2015. |
|   |   |                                                                                                                                                                                                                                           |
| 99.7   |   | Management’s   Report on Internal Control Over Financial Reporting.                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                           |
| 99.8   |   | Attestation   Report of Ernst & Young LLP.                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                           |
| 99.9   |   | Consent   of Ernst & Young LLP, independent auditors of the Registrant.                                                                                                                                                          |

 

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