UNITED STATES
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 2026
Commission File Number: 001-43161
SPROTT PHYSICAL COPPER TRUST
(Translation of registrant’s name into English)
Royal Bank Plaza, South Tower
200 Bay Street, Suite 2600
Toronto, Ontario
Canada M5J 2J1
(Address of principal executive office)
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-K
REPORT
| Exhibit |
|
| |
|
| 99.1 |
Material Change Report dated May 1, 2026 |
| |
|
| 99.2 |
Report of Voting Results |
| |
|
| 99.3 |
Press Release dated April 30, 2026 |
| |
|
| 99.4 |
Press Release dated April 28, 2026 |
| |
|
| 99.5 |
Press Release dated February 17, 2026 |
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 COPPER TRUST |
| |
By: Sprott Asset Management LP,
by its general partner Sprott Asset Management GP Inc., as manager of Sprott Physical Copper Trust |
| |
|
| |
By: |
/s/ John Ciampaglia |
| |
|
Name: |
John Ciampaglia |
| |
|
Title: |
Chief Executive Officer |
| |
|
| Dated: May 1, 2026 |
Exhibit 99.1
MATERIAL CHANGE REPORT
| Item 1 |
Name and Address
of Company |
| |
|
| |
Sprott Physical Copper Trust
(the “Trust” or “COP”) |
| |
Royal Bank Plaza, South Tower |
| |
200 Bay Street, Suite 2600 |
| |
Toronto, Ontario M5J 2J1 |
| |
Canada |
| |
|
| Item 2 |
Date of Material Change |
| |
|
| |
April 30, 2026 |
| |
|
| Item 3 |
News Release |
| |
|
| |
A news release disclosing the
material change was issued on April 30, 2026, through the facilities of Globe Newswire and filed on the System for Electronic Data
Analysis and Retrieval + (“SEDAR+”). |
| |
|
| Item 4 |
Summary of Material Change |
| |
|
| |
On April 30, 2026, the unitholders
voted at a meeting of unitholders of the Trust (the “Meeting”) to approve a resolution authorizing the restructuring
of the trust from a non-redeemable investment fund to a mutual fund. |
| |
|
| |
With this approval by the unitholders,
the amendments to the trust agreement of the Trust (the “Trust Agreement”) became effective on May 1, 2026. |
| |
|
| Item 5 |
Full Description of Material
Change |
| |
|
| |
On April 30, 2026, the unitholders
of the Trust voted at the Meeting to approve a resolution authorizing the restructuring of the trust from a non-redeemable investment
fund to a mutual fund. |
| |
|
| |
With this approval by the unitholders,
the amendments to the Trust Agreement became effective on May 1, 2026. |
| |
|
| |
The amendments to the Trust
Agreement provide that COP’s previous semi-annual redemption feature has been replaced with a monthly redemption feature and
the previous cap on the number of Units that can be redeemed each redemption period (previously capped at 1.5% of the outstanding
Units at the end of the applicable notice period) has been removed; and certain consequential changes were also made in connection
to the foregoing and the listing of the Units on the NYSE Arca. |
| |
|
| Item 6 |
Reliance on subsection
11.2(2) of National Instrument 81-106 |
| |
|
| |
Not applicable. |
| |
|
| Item 7 |
Omitted Information |
| |
|
| |
Not applicable. |
| Item 8 |
Executive Officer |
| |
|
| |
For additional information with
respect to the material change referred to herein, the following person may be contacted: |
| |
|
| |
John Ciampaglia, Chief Executive
Officer of Sprott Asset Management LP, the manager of the Trust |
| |
|
| |
Telephone number: 416-943-8099 |
| |
|
| Item 9 |
Date of Report |
| |
|
| |
This material change report
is dated May 1, 2026. |
Forward-Looking Statements
This material change report contains “forward-looking
information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws (collectively,
“forward-looking statements”). Forward-looking statements in this material change report include, without limitation,
statements regarding the listing of the Units on NYSE Arca. With respect to the forward-looking statements contained in this material
change report, the Trust has made numerous assumptions regarding, among other things the subsequent U.S. listing of the Units. 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 and uncertainties 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 material change report. A discussion of certain risks and uncertainties
facing the Trust appears in the Trust’s Annual Information Form for the year ended December 31, 2025, and its prospectus supplement
dated July 8, 2024 and related short-form base shelf prospectus dated July 3, 2024, as updated by the Trust's continuous disclosure filings,
which are available at 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.
Exhibit 99.2
Sprott
Physical Copper Trust
Report of Voting Results
Submitted Pursuant to
Section 16.3 of National Instrument 81-106 – Investment Fund Continuous Disclosure
April 30, 2026
The following briefly describes the matter voted
upon and the outcome of the vote at the special meeting (the “Meeting”) of the holders (“Unitholders”)
of the trust units (“Units”) of the Sprott Physical Copper Trust (the “Trust”) held on April 30,
2026. According to the scrutineer’s report, Unitholders present or represented by proxy at the Meeting represented 4,992,242 Units
or 31.150% of the 16,026,266 Units outstanding on March 18, 2026, the record date for the Meeting.
At the Meeting, Unitholders passed by ballot,
without variation, a resolution, the full text of which is set out in Schedule A to the management information circular of the Trust dated
March 23, 2026 (the “Circular”), authorizing the restructuring of the Trust from a non-redeemable investment fund to
a mutual fund for the purposes of applicable Canadian securities laws. Voting results are set out below and additional details regarding
the matter considered at the Meeting are available in the Circular.
| | |
| Vote by Ballot | |
| Outcome of Vote | |
| Votes
FOR | | |
Votes
AGAINST | |
| Passed | |
| 4,968,339 | | |
23,903 | |
| | |
| (99.521 | )% | |
(0.479 | )% |
**********
Exhibit 99.3
Sprott
Physical Copper Trust Announces Approval of Mutual Fund Restructuring by Unitholders
Trust Expected to Begin
Trading on NYSE Arca on May 4, 2026
Enhanced Monthly Physical
Redemption Feature
This press release constitutes a “designated
news release” for the purposes of the Sprott Physical Copper Trust’s prospectus supplement dated July 8, 2024 to its base
shelf prospectus dated July 3, 2024.
TORONTO, April 30, 2026 – Sprott Asset Management
LP (“Sprott Asset Management”), a wholly-owned subsidiary of Sprott Inc. (“Sprott”) (NYSE/TSX: SII), on behalf
of the Sprott Physical Copper Trust (TSX: COP.UN) (TSX: COP.U) (the “Trust” or “COP”), a closed-end trust created
to invest and hold substantially all of its assets in physical copper metal, today announced that, at a special meeting of unitholders
of the Trust held earlier today, unitholders approved the restructuring of the Trust from a non-redeemable investment fund to a mutual
fund for the purposes of applicable Canadian securities laws. Detailed voting results are as follows:
| | |
| Vote by Ballot | |
| |
| Votes
FOR | | |
Votes
AGAINST | |
| Resolution authorizing the restructuring of the Trust from a non-redeemable investment fund to a mutual fund for the purposes of applicable Canadian securities laws | |
| 4,968,339 | | |
23,903 | |
| | |
| (99.521 | )% | |
(0.479 | )% |
As a result of the approval, the previously announced
amendments to COP’s trust agreement which result in the Trust’s original semi-annual redemption feature becoming a monthly
redemption feature and the removal of a cap on the number of COP trust units (“Units”) that could be redeemed each redemption
period, as well as certain consequential changes related to the foregoing and the listing of the Units on the NYSE Arca, will become effective
May 1, 2026. The summary of the amendments in this press release is qualified in its entirety by the provisions of Amendment No. 1 to
the Trust Agreement, a copy of which is available under the Trust’s profile on SEDAR+ at www.sedarplus.ca.
“We
are thrilled to be bringing the Sprott Physical Copper Trust, the world’s first physical copper investment fund, to the NYSE,”
said John Ciampaglia, CEO of Sprott Asset Management. “The Trust provides investors seeking exposure to physical copper with an
alternative to holding copper futures. Copper is a critical component of electrification efforts and with the emergence of AI and data
centers as well as the need to modernize aging electrical grids, we believe demand is poised to increase in the coming years.”
“In conjunction with the NYSE listing, the
Trust will also be implementing an unlimited monthly physical redemption feature that will allow investors to take physical delivery of
copper from a number of different geographic locations,” continued Mr. Ciampaglia. “We expect this feature to broaden interest
in the Trust to a wider range of global investors.”
In addition to the effectiveness of the amendments
to COP’s trust agreement, as previously announced, the Units are expected to start trading on the NYSE Arca on or about May 4, 2026
under the symbol “SCOP”. The listing of the Units on the NYSE Arca remains subject to the filing and effectiveness of a registration
statement filed under the U.S. Securities Exchange Act of 1934 in respect of the listing of the Units on the NYSE Arca (the “Registration
Statement”).
About Sprott
Sprott is a global asset manager focused on precious
metals and critical materials. At Sprott, we are specialists. We believe 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 New York Stock Exchange and
the Toronto Stock Exchange under the symbol “SII”. For more information, please visit www.sprott.com. Sprott Asset Management
is a wholly-owned subsidiary of Sprott and is the investment manager to the Trust.
About the Trust
Important information about the Trust, including
the investment objectives and strategies, applicable management fees, and expenses, is contained in the current annual information form
for the Trust and the Trust’s prospectus. Please read these documents carefully before investing. You will usually pay brokerage
fees to your dealer if you purchase or sell units of the Trust on a stock exchange. If the units are purchased or sold on a stock exchange,
investors may pay more than the current net asset value when buying units or shares of the Trust and may receive less than the current
net asset value when selling them. Investment funds are not guaranteed, their values change frequently and past performance may not be
repeated.
Forward-Looking Statements
This press release contains “forward-looking
information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws (collectively,
“forward-looking statements”). Forward-looking statements in this press release include, without limitation, statements regarding
the listing of the Units on NYSE Arca, the effectiveness of the Registration Statement and future demand for copper. With respect to the
forward-looking statements contained in this press release, the Trust has made numerous assumptions regarding, among other things: the
Registration Statement becoming effective on a timely basis, as well as dynamics in the copper market. 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 and uncertainties 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 certain risks and uncertainties facing the
Trust appears in the Trust’s Annual Information Form for the year ended December 31, 2025, and its prospectus supplement dated July
8, 2024 and related short-form base shelf prospectus dated July 3, 2024, as updated by the Trust's continuous disclosure filings, which
are available at 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.
Contact:
Glen
Williams
Senior Managing Partner
Investor and Institutional Client Relations
Direct: 416-943-4394
gwilliams@sprott.com
Exhibit 99.4
Sprott Physical Copper Trust Announces Preliminary Proxy Results
for Unitholder Meeting and Anticipated Listing Date on the NYSE Arca
This press release constitutes a “designated news
release” for the purposes of the Sprott Physical Copper Trust’s
prospectus supplement dated July 8, 2024 to its base shelf
prospectus dated July 3, 2024.
TORONTO,
April 28, 2026 – Sprott Asset Management LP
(“Sprott Asset Management”), a wholly-owned subsidiary of Sprott Inc. (“Sprott”) (NYSE/TSX: SII), on
behalf of the Sprott Physical Copper Trust (TSX: COP.UN) (TSX: COP.U) (the “Trust” or “COP”), a closed-end
trust created to invest and hold substantially all of its assets in physical copper metal, today announced that, based on proxies
received by the Trust prior to the proxy submission deadline earlier today, holders (“Unitholders”) of the units of the
Trust (“Units”) are expected to approve the restructuring of the Trust from a non-redeemable investment fund to a mutual
fund for the purposes of applicable Canadian securities laws (the “Mutual Fund Restructuring”) at the special meeting of Unitholders
(the “Meeting”) scheduled to be held at 9:00 a.m. (Toronto
time) on April 30, 2026 and that the Units are expected
to begin trading on the NYSE Arca under the symbol “SCOP” on or
about May 4, 2026.
Unitholder approval of the Mutual Fund Restructuring remains subject
to the vote to be conducted at the Meeting and the listing of the Units on the NYSE remains subject to obtaining Unitholder approval
at the Meeting and the filing and effectiveness of a registration statement filed under the U.S. Securities Exchange Act of 1934 in respect
of the listing of the Units on the NYSE Arca (the “Registration Statement”).
About Sprott
Sprott is a global asset manager focused on precious metals and
critical materials. At Sprott, we are specialists. We believe 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 New York Stock Exchange
and the Toronto Stock Exchange under the symbol “SII”. For more information, please visit www.sprott.com. Sprott Asset
Management is a wholly-owned subsidiary of Sprott and is the investment manager to the Trust.
About the Trust
Important information about the Trust, including the investment
objectives and strategies, applicable management fees, and expenses, is contained in the current annual information form for the
Trust and the Trust’s prospectus. Please read these documents carefully before investing. You will usually pay brokerage fees
to your dealer if you purchase or sell units of the Trust on a stock exchange. If the units are purchased or sold on a stock
exchange, investors may pay more than the current net asset value when buying units or shares of the Trust and may receive less than
the current net asset value when selling them. Investment funds are not guaranteed, their values change frequently and past
performance may not be repeated.
Forward-Looking Statements
This press release contains “forward-looking
information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws
(collectively, “forward-looking statements”). Forward-looking statements in this press release include, without
limitation, statements regarding the listing of the Units on NYSE Arca, the filing and effectiveness of the Registration Statement,
and the expected approval of the Mutual Fund Restructuring by Unitholders at the Meeting. With respect to the forward-looking
statements contained in this press release, the Trust has made numerous assumptions regarding, among other things: subsequent U.S.
listing of the Units, ability to obtain unitholder approval for amendments to COP’s redemption feature, as well as dynamics in
the copper market. 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 and uncertainties 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 certain risks and uncertainties facing the Trust appears in the Trust’s Annual Information
Form for the year ended December 31,
2025, and its prospectus supplement dated July 8, 2024 and
related short-form base shelf prospectus dated July 3, 2024, as
updated by the Trust's continuous disclosure filings, which are available at 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.
Contact:
Glen Williams
Senior Managing Partner
Investor and Institutional Client Relations
Direct: 416-943-4394
gwilliams@sprott.com
Exhibit 99.5
Sprott
Physical Copper Trust Announces Amendments to Trust Agreement
This press release constitutes a “designated
news release” for the purposes of the Sprott Physical Copper Trust’s prospectus supplement dated July 8, 2024 to its base
shelf prospectus dated July 3, 2024.
TORONTO, February 17, 2026 – Sprott Asset
Management LP (“Sprott Asset Management”), a wholly-owned subsidiary of Sprott Inc. (“Sprott”) (NYSE/TSX: SII),
on behalf of the Sprott Physical Copper Trust (TSX: COP.UN) (TSX: COP.U) (the “Trust” or “COP”), a closed-end
trust created to invest and hold substantially all of its assets in physical copper metal, today announced that, in connection with the
previously announced approval by the United States’ Securities and Exchange Commission (the “SEC”) of a Rule 19b-4 application
filed by the NYSE Arca to list and trade COP’s trust units (the “Units”) on NYSE Arca, amendments have been made to
the Trust’s trust agreement (the “Trust Agreement”).
The amendments to the Trust Agreement (i) provide
that, following COP unitholder approval at a meeting of unitholders as required under applicable Canadian securities laws, COP’s
current semi-annual redemption feature will become a monthly redemption feature and the current cap on the number of Units that can be
redeemed each redemption period (currently capped at 1.5% of the outstanding Units at the end of the applicable notice period) will be
removed, and (ii) make certain consequential changes related to the foregoing and the potential listing of the Units on the NYSE Arca.
The date of the COP unitholder meeting will be announced in due course, but the
Trust’s intention is to closely align the
date of the unitholder meeting and the effectiveness of a registration statement to be filed under the U.S. Securities Exchange Act of
1934 in respect of the listing of the Units on the NYSE Arca (the “Registration Statement”).
The summary of the amendments in this press release
is qualified in its entirety by the provisions of Amendment No. 1 to the Trust Agreement, a copy of which will be filed under the Trust’s
profile on SEDAR+ at www.sedarplus.ca. Additional details regarding the COP unitholder meeting will be provided in meeting materials made
available at a later date and will also be filed under the Trust’s profile on SEDAR+ at www.sedarplus.ca.
The listing of the Units on the NYSE Arca remains
subject to the filing and effectiveness of the Registration Statement. The Trust cannot provide any assurance that it will be successful
in achieving a listing of the Units on the NYSE Arca.
About Sprott
Sprott is a global asset manager focused on precious
metals and critical materials. At Sprott, we are specialists. We believe 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 New York Stock Exchange and
the Toronto Stock Exchange under the symbol “SII”. For more information, please visit www.sprott.com. Sprott Asset Management
is a wholly-owned subsidiary of Sprott and is the investment manager to the Trust.
About the Trust
Important information about the Trust, including
the investment objectives and strategies, applicable management fees, and expenses, is contained in the current annual information form
for the Trust and the Trust’s prospectus. Please read these documents carefully before investing. You will usually pay brokerage
fees to your dealer if you purchase or sell units of the Trust on a stock exchange. If the units are purchased or sold on a stock exchange,
investors may pay more than the current net asset value when buying units or shares of the Trust and may receive less than the current
net asset value when selling them. Investment funds are not guaranteed, their values change frequently and past performance may not be
repeated.
Forward-Looking Statements
This press release contains
“forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and
U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements in this press release
include, without limitation, statements regarding the listing of the Units on NYSE Arca, the filing and effectiveness of the
Registration Statement, and amendments to COP’s redemption feature. With respect to the forward-looking statements contained
in this press release, the Trust has made numerous assumptions regarding, among other things: subsequent U.S. listing of the Units,
ability to obtain unitholder approval for amendments to COP’s redemption feature, as well as dynamics in the copper market.
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 and
uncertainties 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 certain risks and uncertainties facing the Trust appears in the Trust’s Annual Information Form for the year
ended December 31, 2024, and its prospectus supplement dated July 8, 2024 and related short-form base shelf prospectus dated July 3,
2024, as updated by the Trust's continuous disclosure filings, which are available at 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.
Contact:
Glen Williams
Senior Managing Partner
Investor and Institutional Client Relations
Direct: 416-943-4394
gwilliams@sprott.com
