Sprott Asset Management SC TOT/A Third party tender offer statement (amended)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A
(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 54)

CENTRAL GOLDTRUST
(Name of Subject Company)

SPROTT ASSET MANAGEMENT LP
SPROTT ASSET MANAGEMENT GOLD BID LP
SPROTT ASSET MANAGEMENT GOLD BID GP INC.
SPROTT PHYSICAL GOLD TRUST
(Offerors)
(Names of Filing Persons)

UNITS
(Title of Class of Securities)

153546106
(Cusip Number of Class of Securities)

Sprott Asset Management LP
Suite 2700, South Tower
Royal Bank Plaza
200 Bay Street
Toronto, Ontario
Canada M5J 2J1
(416) 362-7172
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:


Kirstin H. McTaggart Sprott Asset Management LP Suite 2700, South Tower Royal Bank Plaza, 200 Bay Street Toronto, Ontario, Canada M5J 2J1 (416) 362-7172		Christopher J. Cummings, Esq. Edwin S. Maynard, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP Toronto-Dominion Centre 77 King Street West, Suite 3100 Toronto, Ontario, Canada M5K 1J3 (416) 504-0520		John Ciardullo, Esq. Mikhel Voore, Esq. Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario, Canada M5L 1B9 (416) 869-5500

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**



$814,900,275		$162,980.06

*: Estimated solely for the purpose of calculating the amount of the filing fee based on a transaction value equal to the product of (i) US$42.225, which is the average of the high and low sale prices of Central GoldTrust units as reported on the NYSE MKT on May 20, 2015, and (ii) 19,299,000 Central GoldTrust units in the aggregate that may be received by Sprott Physical Gold Trust or cancelled in the transaction described herein.
**: The amount of the filing fee was calculated as¹/50 of 1% of the transaction value in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended. Previously paid.
ý: Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	Amount Previously Paid: $94,691.41		Filing Party: Sprott Physical Gold Trust
	Form or Registration No.: Form F-10		Date Filed: May 27, 2015

o: Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


		ý		third-party tender offer subject to Rule 14d-1.
		o		issuer tender offer subject to Rule 13e-4.
		o		going-private transaction subject to Rule 13e-3
		o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:


		o		Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
		o		Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 54 (this "Amendment No. 54") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the "SEC") on May 27, 2015 (the "Schedule TO") by (i) Sprott Asset Management Gold Bid LP, a limited partnership created under the laws of the Province of Ontario (the "Offeror") and owned and controlled by Sprott Asset Management LP (the "Manager"), the manager of Sprott Physical Gold Trust (the "Trust"), a closed-end mutual fund trust established under the laws of the Province of Ontario; (ii) the General Partner (as defined below); (iii) the Manager and (iv) the Trust. The only limited partner of the Offeror is the Manager, and the only general partner of the Offeror is Sprott Asset Management Gold Bid GP Inc., a wholly owned subsidiary of the Manager (the "General Partner"). The Schedule TO, as amended, and this Amendment No. 54 relate to the offer to purchase (the "Offer") by the Offeror all of the issued and outstanding units (the "Units") of Central GoldTrust ("GTU"), a trust established under the laws of the Province of Ontario (NYSE MKT: GTU / TSX: GTU-U), in exchange for units of the Trust, upon the terms and subject to the conditions set forth in the Offeror's offer and circular, dated May 27, 2015 (the "Original Offer and Circular"), as amended by the Notice of Extension and Variation, dated June 22, 2015, the Notice of Extension and Variation, dated July 7, 2015, the Corrected Notice of Extension and Variation, dated July 7, 2015, the Notice of Extension and Variation, dated August 4, 2015 (each, a "Notice of Extension and Variation"), the Notice of Change, dated August 18, 2015, the Notice of Change, dated August 28, 2015 (each, a "Notice of Change"), the Notice of Variation, dated September 4, 2015 (a "Notice of Variation"), the Notice of Extension, dated September 18, 2015 (a "Notice of Extension"), the Notice of Extension and Variation, dated October 9, 2015 (also a "Notice of Extension and Variation"), the Notice of Extension, dated November 2, 2015 (also a "Notice of Extension"), the Notice of Variation, dated November 4, 2015 (also a "Notice of Variation"), and the Notice of Extension and Change, dated November 20, 2015 (the "Notice of Extension and Change" and, collectively with the Original Offer and Circular, the Notices of Extension and Variation, the Notices of Change, the Notice of Variation and the Notice of Extension, the "Offer and Circular"), and the related letter of transmittal (the "Letter of Transmittal"), copies of which are attached hereto as Exhibits (a)(1)(i), (a)(1)(xviii), (a)(1)(xxiv), (a)(1)(xxv), (a)(1)(xxxii), (a)(1)(xl), (a)(1)(xliii), (a)(1)(xlviii), (a)(1)(lv), (a)(1)(lxii), (a)(1)(lxviii), (a)(1)(lxx), (a)(1)(lxxvii) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the "Offer Documents"). The information set forth in the Offer Documents is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, the Schedule TO, and is supplemented by the information specifically provided herein. Except as specifically provided herein, this Amendment No. 54 does not modify any of the information previously reported on the Schedule TO.

Item 12. Exhibits.

Item 12 of the Schedule TO is amended and supplemented by adding the following:

(a)(1)(lxxxii)* Press release dated December 7, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on December 7, 2015).

See Exhibit Index.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 7, 2015


		SPROTT ASSET MANAGEMENT GOLD BID LP By Sprott Asset Management Gold Bid GP Inc., its general partner
		By:		/s/ JOHN WILSON Name: John Wilson Title: President
		SPROTT ASSET MANAGEMENT GOLD BID GP INC.
		By:		/s/ JOHN WILSON Name: John Wilson Title: President
		SPROTT ASSET MANAGEMENT LP By Sprott Asset Management GP Inc., its general partner
		By:		/s/ JOHN WILSON Name: John Wilson Title: Chief Executive Officer
		SPROTT PHYSICAL GOLD TRUST By Sprott Asset Management LP, as manager of the Trust
		By:		/s/ JOHN WILSON Name: John Wilson Title: Chief Executive Officer

EXHIBIT INDEX

Index No.

(a)(1)(i)**		Offer and Circular, dated May 27, 2015.
(a)(1)(ii)**		Form of Letter of Transmittal.
(a)(1)(iii)*		Press Release dated April 23, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on April 23, 2015).
(a)(1)(iv)*		Video Transcript dated April 23, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on April 23, 2015).
(a)(1)(v)*		Letter from the CEO of the Trust to the Trust's unitholders, dated April 24, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on April 24, 2015).
(a)(1)(vi)*		Press Release dated April 28, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on April 28, 2015).
(a)(1)(vii)*		Press Release dated May 27, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on May 27, 2015).
(a)(1)(viii)*		Investor Relations Presentation dated May 27, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on May 27, 2015).
(a)(1)(ix)*		Contents of website related to the Offer (incorporated by reference to the Trust's filing pursuant to Rule 425 on May 27, 2015).
(a)(1)(x)**		Form of Merger Agreement by and among the Trust, the Offeror and GTU.
(a)(1)(xi)*		The Annual Information Form of the Trust for the year ended December 31, 2014 (incorporated by reference to Exhibit 99.5 to the Trust's Form 40-F (Commission File No. 001-34638) filed with the Commission on March 30, 2015 (the "Form 40-F")).
(a)(1)(xii)*		The annual audited consolidated financial statements of the Trust for the years ended December 31, 2014 and December 31, 2013 and notes and the auditor's report in respect thereof, and management's report of fund performance for the financial years ended December 31, 2014 and December 31, 2013 (incorporated by reference to Exhibit 99.6 to the Form 40-F).
(a)(1)(xiii)*		The unaudited interim financial statements of the Trust for the three months ended March 31, 2015 and management's report of fund performance for the three months ended March 31, 2015 (incorporated by reference to Exhibit 99.1 to the Trust's Form 6-K (Commission File No. 001-34638) filed with the Commission on May 11, 2015).
(a)(1)(xiv)**		Soliciting script dated June 1, 2015.
(a)(1)(xv)**		Q&A dated June 3, 2015.
(a)(1)(xvi)**		Press release dated June 11, 2015.
(a)(1)(xvii)*		Press release dated June 22, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on June 22, 2015).
(a)(1)(xviii)**		Notice of Extension and Variation, dated June 22, 2015.
(a)(1)(xix)*		Press release dated June 23, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on June 23, 2015).
(a)(1)(xx)*		Letter from the Manager to GTU Unitholders, dated June 24, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on June 24, 2015).

Index No.

(a)(1)(xxi)*		Email from the Manager to certain financial institutions, dated June 25, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on June 25, 2015).
(a)(1)(xxii)*		Press release dated June 29, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on June 29, 2015).
(a)(1)(xxiii)*		Press release dated July 7, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on July 7, 2015).
(a)(1)(xxiv)**		Notice of Extension and Variation, dated July 7, 2015.
(a)(1)(xxv)**		Corrected Notice of Extension and Variation, dated July 7, 2015.
(a)(1)(xxvi)*		Revised Soliciting Script, dated July 24, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on July 24, 2015).
(a)(1)(xxvii)*		Letter from the Manager to GTU Unitholders, dated July 24, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on July 24, 2015).
(a)(1)(xxviii)*		Contents of website related to the Offer (incorporated by reference to the Trust's filing pursuant to Rule 425 on July 27, 2015).
(a)(1)(xxix)*		Clickthrough ads related to the Offer (incorporated by reference to the Trust's filing pursuant to Rule 425 on July 27, 2015).
(a)(1)(xxx)*		Contents of website related to the Offer (incorporated by reference to the Trust's filing pursuant to Rule 425 on July 28, 2015).
(a)(1)(xxxi)*		Press release dated August 3, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 3, 2015).
(a)(1)(xxxii)**		Notice of Extension and Variation, dated August 4, 2015.
(a)(1)(xxxiii)*		Press release dated August 5, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 5, 2015).
(a)(1)(xxxiv)*		Letter from the Manager to GTU Unitholders, dated August 5, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 6, 2015).
(a)(1)(xxxv)*		Press release dated August 6, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 6, 2015).
(a)(1)(xxxvi)*		Email to investor community, dated August 6, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 6, 2015).
(a)(1)(xxxvii)*		Transcript of ReutersTV Interview related to the Offer (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 18, 2015).
(a)(1)(xxxviii)*		Press release dated August 18, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 18, 2015).
(a)(1)(xxxix)*		Press release dated August 18, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 18, 2015).
(a)(1)(xl)**		Notice of Change, dated August 18, 2015.
(a)(1)(xli)*		Letter from the Manager to GTU Unitholders, dated August 19, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 19, 2015).
(a)(1)(xlii)*		Press release dated August 28, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 28, 2015).
(a)(1)(xliii)**		Notice of Change, dated August 28, 2015.

Index No.

(a)(1)(xliv)*		Letter from the Manager to GTU Unitholders, dated August 31, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on August 31, 2015).
(a)(1)(xlv)*		Press release dated September 1, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 1, 2015).
(a)(1)(xlvi)*		Press release dated September 3, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 3, 2015).
(a)(1)(xlvii)*		Press release dated September 4, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 4, 2015).
(a)(1)(xlviii)**		Notice of Variation, dated September 4, 2015.
(a)(1)(xlix)*		Letter from the Manager to GTU Unitholders, dated September 8, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 8, 2015).
(a)(1)(l)*		Press release dated September 9, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 9, 2015).
(a)(1)(li)*		Audio Transcript and related materials dated September 10, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 10, 2015).
(a)(1)(lii)*		Letter from the Manager to GTU Unitholders, dated September 10, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 10, 2015).
(a)(1)(liii)*		Roundtable Interview with Rick Rule and Eric Sprott (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 14, 2015).
(a)(1)(liv)*		Press release dated September 16, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 16, 2015).
(a)(1)(lv)**		Notice of Extension, dated September 18, 2015.
(a)(1)(lvi)*		Press release dated September 21, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 21, 2015).
(a)(1)(lvii)*		Letter from the Manager to GTU Unitholders, dated September 23, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 23, 2015).
(a)(1)(lviii)*		Press release dated September 28, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on September 28, 2015).
(a)(1)(lix)*		Audio Transcript and related materials dated October 1, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on October 2, 2015).
(a)(1)(lx)*		Press release dated October 6, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on October 6, 2015).
(a)(1)(lxi)*		Press release dated October 8, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on October 8, 2015).
(a)(1)(lxii)**		Notice of Extension and Variation, dated October 9, 2015.
(a)(1)(lxiii)*		Press release dated October 23, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on October 23, 2015).
(a)(1)(lxiv)*		Press release dated October 26, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on October 26, 2015).
(a)(1)(lxv)*		Press release dated October 29, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on October 29, 2015).

Index No.

(a)(1)(lxvi)*		The unaudited interim financial statements of the Trust for the three months and six months ended June 30, 2015 and management's report of fund performance for the three months and six months ended June 30, 2015 (incorporated by reference to Exhibit 99.1 to the Trust's 6-K (Commission File No. 001-34638) filed with the Commission on August 12, 2015).
(a)(1)(lxvii)*		Press release dated November 2, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 2, 2015).
(a)(1)(lxviii)**		Notice of Extension, dated November 2, 2015.
(a)(1)(lxix)*		Press release dated November 4, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 4, 2015).
(a)(1)(lxx)**		Notice of Variation, dated November 4, 2015.
(a)(1)(lxxi)*		Letter from the Manager to GTU Unitholders, dated November 6, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 6, 2015).
(a)(1)(lxxii)*		Press release dated November 11, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 12, 2015).
(a)(1)(lxxiii)*		Press release dated November 19, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 19, 2015).
(a)(1)(lxxiv)*		Press release dated November 19, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 19, 2015).
(a)(1)(lxxv)*		The unaudited interim financial statements of the Trust for the three months and nine months ended September 30, 2015 and management's report of fund performance for the three months and nine months ended September 30, 2015 (incorporated by reference to Exhibit 99.1 to the Trust's 6-K (Commission File No. 001-34638) filed with the Commission on November 12, 2015).
(a)(1)(lxxvi)*		Press release dated November 20, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 20, 2015).
(a)(1)(lxxvii)**		Notice of Extension and Change, dated November 20, 2015.
(a)(1)(lxxviii)*		Press release dated November 23, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 23, 2015).
(a)(1)(lxxix)*		Press release dated November 30, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on November 30, 2015).
(a)(1)(lxxx)*		Press release dated December 2, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on December 2, 2015).
(a)(1)(lxxxi)*		Press release dated December 4, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on December 4, 2015).
(a)(1)(lxxxii)*		Press release dated December 7, 2015 (incorporated by reference to the Trust's filing pursuant to Rule 425 on December 7, 2015).
(b)		Not applicable.
(d)(i)**		Form of Soliciting Dealer Group Agreement.
(g)		Not applicable.
(h)		Not applicable.

*: Incorporated by reference.
**: Previously filed.

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SIGNATURE

Sprott Asset Management Inactive SC TO-T/AThird party tender offer statement (amended)