24,821,000 Units SPROTT PHYSICAL GOLD TRUST UNITS UNDERWRITING AND AGENCY AGREEMENTUnderwriting and Agency Agreement • April 6th, 2011 • Sprott Physical Gold Trust • Gold and silver ores • New York
Sprott Physical Gold Trust, a trust formed and organized under the laws of the Province of Ontario (the “Trust”) and managed by Sprott Asset Management LP, a limited partnership organized under the laws of the Province of Ontario (the “Manager”), proposes to issue and sell (i) to the several Underwriters named in Schedule I-A hereto (the “Underwriters”), an aggregate of 15,650,000 units of the Trust (the “Firm Units”), and (ii) an aggregate of 9,171,000 units of the Trust (the “Direct Units”) to certain institutional investors pursuant to one or more subscription agreements (the “Subscription Agreements”). The Agents named in Schedule I-B hereto (the “Agents”), acting severally, will act as the Trust’s exclusive agents in connection with the sale of the Direct Units.
