PSLV Sprott Physical Silver Trust

EXCHANGE RATE

        The following table sets out certain exchange rates based upon the daily average rate published by the Bank of Canada. The rates are set out as United States dollars per Cdn$1.00.

PRIOR SALES

Prior Sales

        The following table summarizes the trust units that have been issued from treasury during the 12-month period before the date of this prospectus supplement, all of which have been issued pursuant to the sales agreement.

Trading Price and Volume

        The trust units are traded on the NYSE Arca under the symbol "PSLV" and on the TSX under the symbols "PSLV" and "PHS.U". The following table sets forth the high and low prices and monthly average trading volume for the trust units for each month during the 12-month period before the date of this prospectus supplement.

PLAN OF DISTRIBUTION

        Pursuant to the sales agreement, the Trust may offer and sell from time to time up to U.S.$140,684,918 of trust units through the Agents in connection with this offering, provided that in no event will the Trust sell trust units having an aggregate value in excess of what would be permitted under Section 9.1 of NI 44-102.

        Sales of the trust units pursuant to the sales agreement will be made in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102 and "at-the-market offerings" pursuant to Rule 415(a)(4) of the Securities Act, consisting of sales made directly on the NYSE Arca or other existing trading markets in the United States. Subject to the terms and conditions of the sales agreement and upon instructions from us, the Agents will sell the trust units directly on the NYSE Arca or other existing trading markets in the United States. We will instruct the Agents as to the number of trust units to be sold by them. No trust units will be sold on the TSX or on other trading markets in Canada as at-the-market distributions or otherwise. We or the Agents may suspend the offering of trust units upon proper notice and subject to other conditions.

        To compensate an Agent for its services in acting as agent in the sale of trust units, we will pay a cash commission of up to 3.0% of the aggregate gross proceeds of sales made by such Agent pursuant to the sales agreement. We estimate that the total expenses that we will incur for the offering (including fees payable to stock exchanges, securities regulatory authorities and our counsel and our auditors, but excluding compensation payable to the Agents under the terms of the sales agreement) will be approximately U.S.$75,000, which costs may be borne by the Manager. The Trust has also agreed to reimburse the Agents for certain specified expenses, including the fees and disbursements of their legal counsel in an amount not to exceed U.S.$25,000. Each time trust units are issued and sold under this prospectus supplement, the Trust will reimburse the Manager for expenses paid by it in respect of that drawdown, but only to the extent there is a sufficient premium between the NAV per trust unit and the market price at which each such unit is sold under the offering.

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        Settlement for sales of the trust units are expected to occur on the second business day following the date on which any sales are made, or on such other date as is industry practice for regular-way trading, in return for payment of the net proceeds to us.

        In connection with the sale of the trust units on our behalf, the Agents will be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Agents against certain civil liabilities, including liabilities under the Securities Act.

        The offering of trust units pursuant to the sales agreement will terminate upon the termination of the sales agreement as permitted therein. The Agents may terminate the sales agreement under the circumstances specified in the sales agreement. Each of the Trust and the Agents may also terminate the sales agreement upon giving the other party ten days' notice.

        The Agents and their affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. No underwriter or dealer involved in the offering, no affiliate of such an underwriter or dealer, and no person or company acting jointly or in concert with such an underwriter or dealer has over-allotted, or will over-allot, trust units in connection with the offering or effect any other transactions that are intended to stabilize or maintain the market price of the trust units. To the extent required by Regulation M under the Exchange Act, the Agents will not engage in any market making activities involving our trust units while the offering is ongoing under this prospectus supplement.

        The TSX has conditionally approved the listing of the trust units offered by this prospectus supplement. Listing is subject to us fulfilling all of the requirements of the TSX. The NYSE Arca has authorized, upon official notice of issuance, the listing of the trust units offered hereunder.

        This prospectus supplement and the accompanying prospectus in electronic format may be made available on a website maintained by an Agent, and the Agents may distribute this prospectus supplement and the accompanying prospectus electronically.

Expenses of Issuance and Distribution

        The expenses of the issuance and distribution may be borne by the Manager. Each time trust units are issued and sold under this prospectus supplement, the Trust will reimburse the Manager for expenses paid by it in respect of that drawdown, but only to the extent there is a sufficient premium between the NAV per trust unit and the market price at which each such unit is sold under the offering.

Selling Restrictions Outside of the United States

        Other than in the United States, no action has been taken by the Trust that would permit a public offering of the trust units offered by this prospectus supplement in any jurisdiction outside the United States where action for that purpose is required. The trust units offered by this prospectus supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such units be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any trust units offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.

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MATERIAL TAX CONSIDERATIONS

Material U.S. Federal Income Tax Considerations

        The accompanying prospectus describes certain material U.S. federal income tax consequences to U.S. Holders (as such term is defined in the accompanying prospectus), of the ownership and disposition of trust units. Please refer to the heading "Material Tax Considerations — Material U.S. Federal Income Tax Considerations" beginning on page 19 of the accompanying prospectus and "Material Tax Considerations — Backup Withholding and Information Reporting" beginning on page 24 of the accompanying prospectus. Notwithstanding the incorporation of the summary of material U.S. federal income tax considerations by reference to the accompanying prospectus, this prospectus supplement amends and restates the heading "Material Tax Consideration — Backup Withholding and Information Reporting — Foreign Account Tax Compliance Act."

Foreign Account Tax Compliance Act

        The Foreign Account Tax Compliance Act provisions of Hiring Incentives to Restore Employment Act ("FATCA") provide that the Trust must disclose the name, address and taxpayer identification number of certain U.S. persons that own, directly or indirectly, an interest in the Trust, as well as certain other information relating to any such interest pursuant to an Intergovernmental Agreement between the United States and Canada (the "Canadian IGA") and any applicable Canadian legislation or regulations implementing the Canadian IGA. If the Trust fails to comply with these requirements, then a 30% withholding tax will be imposed on payments to the Trust of U.S. source interest and United States source dividend income. The withholding provisions of FATCA applicable to proceeds from the sale of property that could give rise to United States source interest or dividends have been delayed by temporary Treasury regulations and would be eliminated by proposed Treasury regulations.

Canadian Federal Income Tax Considerations

        The accompanying prospectus describes certain Canadian federal income tax consequences to an investor who is a resident of Canada and to an investor who is a non-resident of Canada, of acquiring, owning or disposing of any trust units, including to the extent applicable, whether the distributions relating to the trust units will be subject to Canadian non-resident withholding tax. Please refer to the heading "Material Tax Considerations — Material Canadian Federal Income Tax Considerations" and "Material Tax Considerations — Canadian Taxation of Unitholders" beginning on pages 25 and 27, respectively, of the accompanying prospectus.

U.S. ERISA CONSIDERATIONS

        The accompanying prospectus describes the U.S. Employee Retirement Income Security Act of 1974, as amended, or ERISA, and how it imposes certain requirements on employee benefit plans subject to Title I of ERISA and on entities that are deemed to hold the assets of such plans (collectively "ERISA Plans"), and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA's general fiduciary requirements, including, but not limited to, the requirement of investment prudence and diversification and the requirement that an ERISA Plan's investments be made in accordance with the documents governing the ERISA Plan. Please refer to the heading "U.S. ERISA Considerations" beginning on page 32 of the accompanying prospectus.

AUDITORS

        The audited annual statements of financial position of the Trust as at December 31, 2019 and 2018 and the statements of comprehensive income (loss), changes in equity and cash flows for its fiscal years ended December 31, 2019 and 2018, and the report of the auditors thereon, incorporated in this prospectus supplement by reference, have been audited by KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, as stated in their report, which is incorporated herein by reference. KPMG LLP has advised the Trust and the Manager that it was independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario for the period under audit in respect of the Trust's financial year ended December 31, 2019.

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LEGAL MATTERS

        Certain legal matters relating to the issue and sale of trust units offered hereby will be passed upon by Baker & McKenzie LLP on behalf of the Trust. Seward & Kissel LLP, New York, New York, is acting as special U.S. counsel to the Trust. Certain legal matters in connection with the offering will be passed on for the Agents by Stikeman Elliott LLP, Toronto, Ontario, as to Canadian legal matters and Cooley LLP, New York, New York as to U.S. legal matters. As of the date hereof, the "designated professionals" (as such term is defined in Form 51-102F2 — Annual Information Form) of each of Baker & McKenzie LLP, Seward & Kissel LLP, Stikeman Elliott LLP and Cooley LLP, respectively, beneficially own, directly or indirectly, less than 1% of the units of the Trust or the securities of any associate or affiliate of the Trust.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

        In addition to the documents specified in this prospectus supplement and in the accompanying prospectus under "Documents Incorporated by Reference", the sales agreement as filed with the SEC on Form 6-K on June 24, 2016 and January 29, 2020 is hereby incorporated by reference into the registration statement on Form F-10 (File No. 333-239933) of which this prospectus supplement forms a part.

WHERE YOU CAN FIND MORE INFORMATION

        We are a public company and file annual, quarterly and special reports, proxy statements and other information with the Canadian securities regulatory authorities and the SEC. Our filings are available to the public at the SEC's website at http://www.sec.gov and on SEDAR which can be accessed at http://www.sedar.com.

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This short form prospectus has been filed under legislation in all provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from Sprott Asset Management LP, the manager of Sprott Physical Silver Trust, located at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, Canada M5J 2J1, Telephone: (416) 943-8099 and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

Sprott Physical Silver Trust

U.S.$1,500,000,000
Trust Units

Sprott Physical Silver Trust (the "Trust") may offer from time to time, during the 25 month period that this short form base shelf prospectus (including any amendments hereto) (this "prospectus") remains effective, up to U.S.$1,500,000,000 of transferable, redeemable trust units (the "trust units"). Each trust unit represents an equal, fractional, undivided ownership interest in the net assets of the Trust attributable to the particular class of trust units. The Trust is a closed-end mutual fund trust established under the laws of the Province of Ontario and is managed by Sprott Asset Management LP (the "Manager"). See "Sprott Physical Silver Trust — Management of the Trust — The Manager" for further information about the Manager. The Trust was created to invest and hold substantially all of its assets in physical silver bullion. See "Sprott Physical Silver Trust — Business of the Trust — Investment Objectives of the Trust" for further information about the Trust's investment objectives.

The specific terms of the trust units offered, including the number of trust units offered, will be described in supplements to this prospectus (each a "prospectus supplement"). All shelf information omitted from this prospectus under applicable laws will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of the trust units to which the prospectus supplement pertains. A prospectus supplement may include specific terms pertaining to the trust units that are not within the alternatives or parameters described in this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest.

The trust units are listed and posted for trading on NYSE Arca under the symbol "PSLV" and on the Toronto Stock Exchange (the "TSX") under the symbols "PSLV" and "PSLV.U". On July 15, 2020, the last trading day prior to the date hereof, the closing price of the trust units on NYSE Arca and the TSX were U.S.$7.12 and Cdn$9.60, respectively.

The Trust may sell the trust units to or through underwriters or dealers purchasing as principals to one or more purchasers directly, or through agents designated from time to time by the Manager on behalf of the Trust. Subject to the provisions of the Trust Agreement (as defined below) pursuant to which the Trust was established, the trust units may be sold at fixed prices or non-fixed prices, such as prices determined by reference to the prevailing market price of the trust units or at prices to be negotiated with purchasers, which prices may vary between purchasers and during the period of distribution of the trust units. The prospectus supplement relating to a particular offering of the trust units will identify each underwriter, dealer or agent engaged by the Trust in connection with the offering and sale of the trust units, and will set forth the terms of the offering of such trust units, the method of distribution of such trust units including, to the extent applicable, the proceeds to the Trust, and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material term of the plan of distribution. In connection with such offering, other than an "at-the-market" distribution, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions intended to stabilize or maintain the market price of the trust units at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution".

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The Trust is not a trust company and does not carry on business as a trust company and, accordingly, the Trust is not registered under the trust company legislation of any jurisdiction. Trust units are not "deposits" within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under provisions of that Act or any other legislation.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY U.S. STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE TRUST UNITS OR PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

We are permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with Canadian disclosure requirements, which are different from those of the United States. We prepare our financial statements, which are incorporated by reference in this prospectus, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Our financial statements may not be comparable to the financial statements of United States issuers.

Purchasing the trust units may subject you to tax consequences both in the United States and Canada. This prospectus or any prospectus supplement may not describe these tax consequences fully. You should read the tax discussion in this prospectus and any applicable prospectus supplement.

Your ability to enforce civil liabilities under United States federal securities laws or securities laws of other relevant jurisdictions may be affected adversely because we are a mutual fund trust established under the laws of the Province of Ontario. Each of the Trust, the Manager, and Sprott Asset Management GP Inc. (the "GP"), which is the general partner of the Manager, is organized under the laws of the Province of Ontario, Canada, and the Trust's trustee, RBC Investor Services Trust ("RBC Investor Services" or the "Trustee"), is organized under the federal laws of Canada, and all of their executive offices and substantially all of the administrative activities and a majority of their assets are located outside the United States or EU Member States. In addition, the directors and officers of the Trustee and the GP are residents of jurisdictions other than the United States or EU Member States and all or a substantial portion of the assets of those persons are or may be located outside such jurisdictions.

See "Risk Factors" for a discussion of certain considerations relevant to an investment in the trust units offered hereby. In the opinion of Baker & McKenzie LLP, counsel to the Trust, the trust units, once offered under a prospectus supplement, will be qualified investments for certain funds, plans and accounts under the Income Tax Act (Canada) (the "Tax Act") as set out under the heading "Eligibility Under the Tax Act for Investment by Canadian Exempt Plans".

The financial information of the Trust incorporated by reference herein is presented in U.S. dollars. Unless otherwise noted herein, all references to "$", "U.S.$", "United States dollars", "U.S. dollars" or "dollars" are to the currency of the United States and all references to "Cdn$" or "Canadian dollars" are to the currency of Canada.

The registered and head office of the Trust is located at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, M5J 2J1.

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FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

        Unless otherwise indicated, financial information in this prospectus has been prepared in accordance with IFRS. The financial information of the Trust incorporated by reference herein is presented in U.S. dollars. Unless otherwise noted herein, all references to "$", "U.S.$", "United States dollars", "U.S. dollars" or "dollars" are to the currency of the United States and all references to "Cdn$" or "Canadian dollars" are to the currency of Canada.

        On July 15, 2020, the daily average rate for United States dollars in terms of Canadian dollars, as quoted by the Bank of Canada was Cdn$1.00 = U.S.$0.7389.

DOCUMENTS INCORPORATED BY REFERENCE

        Incorporated by reference in this prospectus is certain information contained in documents filed by the Trust with the securities regulatory authorities in each of the provinces and territories of Canada. This means that the Trust is disclosing important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein.

        You may obtain copies of the documents incorporated by reference in this prospectus on request without charge by contacting the Manager, located at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, Canada M5J 2J1, Telephone: (416) 943-8099 (toll free number: 1-855-943-8099), as well as through the sources described below under "Additional Information".

        The following documents are specifically incorporated by reference in this prospectus:

(a)

the annual information form of the Trust for its fiscal year ended December 31, 2019, dated March 30, 2020 (the "AIF");



(b)

the audited annual financial statements of the Trust as at and for the years ended December 31, 2019 and 2018, and the report of the auditors thereon (the "Annual Financial Statements");



(c)

the management report of fund performance of the Trust for its fiscal year ended December 31, 2019 (the "Annual MRFP");



(d)

the unaudited interim financial statements of the Trust as at and for the three months ended March 31, 2020 and 2019 (the "Interim Financial Statements"); and



(e)

the management report of fund performance of the Trust for the three month period ended March 31, 2020 (the "Interim MRFP").

        Any documents of the type referred to in the preceding paragraph with respect to the Trust or material change reports (other than confidential material change reports) or required to be incorporated by reference herein pursuant to National Instrument 44-101 — Short Form Prospectus Distributions, as well as all prospectus supplements disclosing additional or updated information, filed by the Trust with the securities regulatory

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authorities in Canada subsequent to the date of this prospectus and prior to 25 months from the date of issuance of the receipt for this prospectus shall be deemed to be incorporated by reference in this prospectus.

        When new documents of the type referred to in the paragraphs above are filed by the Trust with the securities regulatory authorities in Canada during the currency of this prospectus, such documents will be deemed to be incorporated by reference in this prospectus and the previous documents of the type referred to in the paragraphs above and all material change reports, unaudited interim financial statements (and management reports of fund performance of the Trust relating thereto) and certain prospectus supplements filed by the Trust with the securities regulatory authorities in Canada before the commencement of the financial year in which the new documents are filed will no longer be deemed to be incorporated by reference in this prospectus.

        The documents identified above as incorporated by reference into this prospectus have been filed with the SEC as follows: (1) the AIF has been filed as Exhibit 99.5 to the Trust's annual report on Form 40-F filed with the SEC on March 31, 2020; (2) the Annual Financial Statements have been filed as Exhibits 99.6, 99.7 and 99.8 to the Trust's annual report on Form 40-F filed with the SEC on March 31, 2020; (3) the Annual MRFP has been filed as Exhibit 99.6 to the Trust's annual report on Form 40-F filed with the SEC on March 31, 2020; and (4) the Interim Financial Statements and the Interim MRFP have been filed as Exhibit 99.1 to the Trust's Report on Form 6-K filed with the SEC on May 15, 2020.

        In addition, to the extent that any document or information incorporated by reference into this prospectus is included in any report on Form 6-K, Form 40-F or Form 20-F (or any respective successor form) that is filed with or furnished to the SEC after the date of this prospectus, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. In addition, the Trust may incorporate by reference into this prospectus, or the registration statement of which it forms a part, other information from documents that the Trust will file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), if and to the extent expressly provided therein.

        A prospectus supplement containing the specific terms of any trust units offered will be delivered to purchasers of such trust units together with this prospectus and will be deemed to be incorporated by reference in this prospectus as of the date of the prospectus supplement solely for the purposes of the offering of trust units covered by that prospectus supplement unless otherwise provided therein.

        Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

ADDITIONAL INFORMATION

        The Trust intends to file with the SEC a registration statement on Form F-10 of which this prospectus will form a part. This prospectus does not contain all the information set out in the registration statement. For further information about the Trust and the trust units, please refer to the registration statement, including the exhibits to the registration statement.

        The Trust is subject to the information requirements of the Exchange Act and applicable Canadian securities legislation, and in accordance therewith, the Trust files reports and other information with the SEC and with the securities regulatory authorities of each of the provinces and territories of Canada. Under a multijurisdictional disclosure system adopted by the United States and Canada, the Trust may generally prepare these reports and other information in accordance with the disclosure requirements of Canada. These

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requirements are different from those of the United States. As a foreign private issuer, the Trust is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and officers, directors and principal unitholders of the Trust are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, the Trust is not required to publish financial statements as promptly as United States companies.

        The SEC maintains a website (www.sec.gov) that makes available reports and other information that the Trust files electronically with it, including the registration statement that the Trust has filed with respect hereto.

        Copies of reports, statements and other information that the Trust files with the Canadian provincial and territorial securities regulatory authorities are electronically available from the Canadian System for Electronic Document Analysis and Retrieval (www.sedar.com).

ENFORCEABILITY OF CIVIL LIABILITIES

        Each of the Trust, the Manager, and the GP is organized under the laws of the Province of Ontario, Canada, and the Trustee is organized under the federal laws of Canada, and all of their executive offices and substantially all of the administrative activities and a majority of their assets are located outside the United States or EU Member States. In addition, the directors and officers of the Trustee and the GP are residents of jurisdictions other than the United States or EU Member States and all or a substantial portion of the assets of those persons are or may be located outside such jurisdictions.

        As a result, you may have difficulty serving legal process within your jurisdiction upon any of the Trust, the Trustee, the Manager or the GP or any of their directors or officers, as applicable, or enforcing judgments obtained in courts in your jurisdiction against any of them or the assets of any of them located outside your jurisdiction, or enforcing against them in the appropriate Canadian court judgments obtained in courts of your jurisdiction, including, but not limited to, judgments predicated upon the civil liability provisions of the federal securities laws of the United States or an EU Member State, or bringing an original action in the appropriate Canadian courts to enforce liabilities against the Trust, the Trustee, the Manager, the GP or any of their directors or officers, as applicable, based upon the United States federal securities laws or securities laws of an EU Member State.

        While you, whether or not a resident of the United States or United Kingdom, may be able to commence an action in Canada relating to the Trust and may also be able to petition Canadian courts to enforce judgments obtained in the courts of any part of the United States or United Kingdom against any of the Trust, the Trustee, the Manager or the GP or any of their directors or officers, in the case of the United Kingdom, in accordance with the Convention between the Government of Canada and the Government of the United Kingdom of Great Britain and Northern Ireland providing for the Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters (in force since January 1, 1987), you may face additional requirements serving legal process within the United States or United Kingdom upon or enforcing judgments obtained in the United States or United Kingdom courts against any of them or the assets of any of them located outside the United States or United Kingdom, or enforcing against any of them in the appropriate Canadian courts judgments obtained in the courts of any part of the United States or United Kingdom, or bringing an original action in the appropriate Canadian courts to enforce liabilities against the Trust, the Trustee, the Manager, the GP or any of their directors or officers, as applicable.

        In the United States, the Trust and the Trustee will each file with the SEC, concurrently with the Trust's registration statement on Form F-10, an appointment of agent for service of process on separate Forms F-X. Under such Forms F-X, the Trust and the Trustee will appoint Puglisi & Associates as their agent.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        The statements contained in this prospectus, including any documents incorporated by reference, that are not purely historical are forward-looking statements. The Trust's forward-looking statements include, but are not limited to, statements regarding its or its management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The

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words "anticipates," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predicts," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

•

trading of the trust units on NYSE Arca or the TSX;



•

the Trust's objectives and strategies to achieve the objectives;



•

success in obtaining physical silver bullion in a timely manner and allocating such silver;



•

success in retaining or recruiting, or changes required in, the officers or key employees of the Manager; and



•

the silver industry, sources of and demand for physical silver bullion, and the performance of the silver market.

        The forward-looking statements contained in this prospectus, including any document incorporated by reference, are based on the Trust's current expectations and beliefs concerning future developments and their potential effects on the Trust. There can be no assurance that future developments affecting the Trust will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Trust's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of the Trust's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Trust undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

SPROTT PHYSICAL SILVER TRUST

        The following is a summary of information pertaining to the Trust and does not contain all the information about the Trust that may be important to you. You should read the more detailed information including but not limited to the AIF, financial statements and management reports of fund performance and related notes that are incorporated by reference into and are considered to be a part of this prospectus.

Organization of the Trust

        Sprott Physical Silver Trust was established on June 30, 2010 under the laws of the Province of Ontario, Canada, pursuant to a trust agreement dated as at June 30, 2010, as amended and restated as of October 1, 2010 and as further amended and restated as of February 27, 2015 (the "Trust Agreement"). The Trust has received relief from certain provisions of National Instrument 81-102 — Investment Funds ("NI 81-102"), and, as such, the Trust is not subject to certain of the policies and regulations of the Canadian Securities Administrators that apply to other funds. See "Exemptions and Approvals".

Management of the Trust

The Manager

        Sprott Asset Management LP is the Manager of the Trust. The Manager acts as the manager of the Trust pursuant to the Trust Agreement and the management agreement between the Trust and the Manager. The Manager is a limited partnership formed and organized under the laws of the Province of Ontario, Canada, pursuant to the Limited Partnerships Act (Ontario) by declaration dated September 17, 2008. The general partner of the Manager is the GP, which is a corporation incorporated under the laws of the Province of Ontario, Canada, on September 17, 2008. The GP is a wholly-owned subsidiary of Sprott Inc., which is a corporation incorporated under the laws of the Province of Ontario, Canada, on February 13, 2008. Sprott Inc. is also the sole limited partner of the Manager. Sprott Inc. is a public company whose common shares are listed and posted for trading on the TSX under the symbol "SII". See "Responsibility for Operation of the Trust — The Manager" in the AIF for further information.

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        As of December 31, 2019, the Manager, together with its affiliates and related entities, had assets under management totaling approximately Cdn$12.1 billion, and provided management and investment advisory services to many entities, including private investment funds, the Sprott mutual funds, certain discretionary managed accounts, and management of certain companies through its subsidiary, Sprott Consulting LP. The Manager also acts as: (A) manager of (i) the Sprott Physical Gold and Silver Trust, a closed-end mutual fund trust whose trust units are listed and posted for trading on the TSX and the NYSE Arca that invests and holds substantially all of its assets in physical gold and silver bullion, (ii) the Sprott Physical Gold Trust, a closed-end mutual fund trust whose trust units are listed and posted for trading on the TSX and the NYSE Arca that invests and holds substantially all of its assets in physical gold bullion and (iii) the Sprott Platinum and Palladium Trust, a closed-end mutual fund trust whose units are listed and posted for trading on the TSX and the NYSE Arca that invests and holds substantially all of its assets in physical platinum and palladium bullion; and (B) sub-advisor for (i) the Ninepoint Gold Bullion Fund, a Canadian public mutual fund that invests in physical gold bullion and (ii) the Ninepoint Silver Bullion Fund, a Canadian public mutual fund that invests in physical silver bullion.

        The Manager is responsible for the day-to-day business and administration of the Trust, including management of the Trust's portfolio and all clerical, administrative and operational services. The Trust maintains a public website that contains information about the Trust and the trust units. The internet address of the website is http://sprott.com/investment-strategies/physical-bullion-trusts/. This internet address is provided here only as a convenience to you, and the information contained on or connected to the website is not incorporated into, and does not form part of, this prospectus.

The Trustee

        The Trustee, a trust company organized under the federal laws of Canada, is the trustee of the Trust. The Trustee holds title to the Trust's assets and has, together with the Manager, exclusive authority over the assets and affairs of the Trust. The Trustee has a fiduciary responsibility to act in the best interest of the unitholders.

The Custodians

        The Trust employs two custodians. The Royal Canadian Mint (the "Mint"), acts as custodian for the Trust's physical silver bullion pursuant to the Silver Storage Agreement (as defined below). The Mint is a Canadian Crown corporation, which acts as an agent of the Canadian Government, and its obligations generally constitute unconditional obligations of the Canadian Government. The Mint is responsible for and bears all risk of the loss of, and damage to, the Trust's physical silver bullion that is in the Mint's custody, subject to certain limitations, including events beyond the Mint's control and proper notice by the Manager.

        RBC Investor Services acts as custodian on behalf of the Trust for the Trust's assets other than physical silver bullion. RBC Investor Services is only responsible for the Trust's assets that are directly held by it, its affiliates or appointed sub-custodians.

        Under the Trust Agreement the Manager, with the consent of the Trustee, may determine to change the custodial arrangements of the Trust.

Principal Offices

        The Trust's office is located at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, Canada M5J 2J1. The Manager's office is located at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, Canada M5J 2J1 and its telephone number is (416) 943-8099 (toll free: 1-855-943-8099). The Trustee's office is located at 155 Wellington Street West, Street Level, Toronto, Ontario, Canada M5V 3L3. The custodian for the Trust's physical silver bullion, the Mint, has its office located at 320 Sussex Drive, Ottawa, Ontario, Canada K1A 0G8, and the custodian for the Trust's assets other than physical silver bullion, RBC Investor Services, has its office located at 155 Wellington Street West, Street Level, Toronto, Ontario, Canada M5V 3L3.

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Recent Developments

        On June 24, 2016, the Trust entered into a Controlled Equity Offering^SM sales agreement (the "initial sales agreement") with Cantor Fitzgerald & Co. ("CF&Co") whereby the Trust may, in its sole discretion and subject to its operating and investment restrictions, offer and sell trust units through an "at-the-market offering" program. On January 29, 2020, the Trust, Manager, CF&Co and Virtu Americas LLC ("Virtu") entered into an amendment agreement to the initial sales agreement (together with the initial sales agreement referred to as the "sales agreement") pursuant to which, among other things, Virtu became a sales agent of trust units on and subject to the terms and conditions of the sales agreement.

        On June 4, 2018, the Manager, for and on behalf of the Trust, entered into a precious metal storage and custody agreement with the Mint (the "Silver Storage Agreement"), to replace the former version thereof, setting out the terms and conditions pursuant to which the Mint agrees to store the Trust's physical silver bullion at the premises of the Mint and/or any other safe storage facility located in Canada or abroad used by the Mint, including the facility of a sub-custodian. The fees are currently: (a) storage fees per month — $1.60 per bar; (b) deposit fees — $5.00 per bar; (c) redemption fees — at the Mint's discretion, up to a maximum of 2% of the value of the physical silver bullion as calculated by the Mint using the price of silver as published by the London Bullion Market Association (the "LBMA") on the day of redemption, plus a $250.00 administrative fee; and (d) withdrawal and transfer fees — $5.00 per bar, plus a $50.00 administrative fee.

        Effective March 20, 2020, after extensive review of other existing policies and procedures (the "Other Existing Policies"), the Manager removed a policy that prohibited any entity or account (a) that is managed or (b) for whom investment decisions are made, directly or indirectly, by a person that is involved in the decision-making process of, or has non-public information about, follow-on offerings of the Trust from investing in the Trust. The policy also prohibited any such decision-making person from investing in the Trust for that decision-making person's benefit, directly or indirectly. The policy was removed after extensive discussions with the applicable regulatory entity after the Manager concluded that the Other Existing Policies made the removed policy redundant and that the Other Existing Policies afford the same protections that the removed policy was intended to provide.

Business of the Trust

Investment Objectives of the Trust

        The Trust was created to invest and hold substantially all of its assets in physical silver bullion. Many investors are unwilling to invest directly in physical silver bullion due to inconveniences such as transaction, handling, storage, insurance and other costs that are typical of a direct investment in physical silver bullion. The Trust seeks to provide a secure, convenient and exchange-traded investment alternative for investors interested in holding physical silver bullion without the inconvenience that is typical of a direct investment in physical silver bullion. The Trust invests primarily in long-term holdings of unencumbered, fully allocated, physical silver bullion and will not speculate with regard to short-term changes in silver prices. The Trust does not invest in silver certificates or other financial instruments that represent silver or that may be exchanged for silver. The Trust has only purchased and expects only to own "London Good Delivery" bars as defined by the LBMA, with each bar purchased being verified against the LBMA source. The Trust does not anticipate making regular cash distributions to unitholders. The Trust holds no assets that are subject to special arrangements arising from their illiquid nature (to the extent that any such assets are held, in compliance at all times with the Investment and Operating Restrictions (as defined below)).

Investment Strategies of the Trust

        The Trust is expressly prohibited from investing in units or shares of other investment funds or collective investment schemes other than money market mutual funds and then only to the extent that its interest does not exceed 10% of the total net assets of the Trust.

        The Trust may not borrow funds except under limited circumstances as set out in NI 81-102 and, in any event, not in excess of 10% of the total net assets of the Trust.

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Borrowing Arrangements

        The Trust has no borrowing arrangements in place and is unleveraged. The Trust has historically not used leverage and the Manager has no intention of doing so in the future (save for the short-term borrowings to settle trades). Unitholders will be notified of any changes to the Trust's use of leverage.

Calculating Net Asset Value ("NAV")

        The value of the net assets of the Trust and the net asset value for a particular class or series of a class of trust units (the "Class Net Asset Value") are determined daily as of 4:00 p.m., Toronto time, on each business day by the Trust's valuation agent, which is RBC Investor Services. Throughout this prospectus, unless otherwise indicated, the term "business day" refers to any day on which NYSE Arca or the TSX is open for trading. In addition, the Manager may calculate the value of the net assets of the Trust, the Class Net Asset Value and the NAV per trust unit at such other times as the Manager deems appropriate. The value of the net assets of the Trust as of the valuation time on any such day is equal to the aggregate fair market value of the assets of the Trust as of such date, less an amount equal to the fair value of the liabilities of the Trust (excluding all liabilities represented by outstanding trust units, if any) as of such date. The valuation agent calculates the NAV by dividing the value of the net assets of the class of the Trust represented by the trust units on that day by the total number of trust units of that class then outstanding on such day. The total NAV of the Trust as of July 15, 2020 was U.S.$1,578,457,747.

Redemption of Trust Units for Physical Silver Bullion

        Unitholders whose trust units are redeemed for physical silver bullion will be entitled to receive a redemption price equal to 100% of the NAV of the redeemed units on the last day of the month on which NYSE Arca is open for trading for the month in respect of which the redemption request is processed. Redemption requests must be for amounts that are at least equivalent to the value of ten London Good Delivery bars or an integral multiple of one bar in excess thereof, plus applicable expenses. A "London Good Delivery bar" weighs between 750 and 1,100 troy ounces (approximately 23 to 34 kilograms) and usually are approximately 1,000 troy ounces. Any fractional amount of redemption proceeds in excess of ten London Good Delivery bars or an integral multiple of one bar in excess thereof will be paid in cash at a rate equal to 100% of the NAV of such excess amount. The ability of a unitholder to redeem trust units for physical silver bullion may be limited by the sizes of London Good Delivery bars held by the Trust at the time of redemption. A unitholder redeeming units for physical silver bullion will be responsible for expenses in connection with effecting the redemption and applicable delivery expenses, including the handling of the notice of redemption, the delivery of the physical silver bullion for units that are being redeemed and the applicable fees charged by the Mint in connection with such redemption, including but not limited to silver storage redemption fees, pallet repackaging fees and administrative fees.

        Notwithstanding the foregoing, unitholders that are constituted and authorized as Undertakings for Collective Investments in Transferable Securities ("UCITS") or are otherwise prohibited by their investment policies, guidelines or restrictions from receiving physical silver bullion may only redeem trust units for cash.

        Since inception, 2,536,802 trust units have been redeemed for physical silver bullion.

        A unitholder that owns a sufficient number of units who desires to exercise redemption privileges for physical silver bullion must do so by instructing his, her or its broker, who must be a direct or indirect participant of CDS Clearing and Depository Services Inc. or The Depository Trust Company, to deliver to the Trust's transfer agent, TSX Trust Company, on behalf of the unitholder a written notice (the "Silver Redemption Notice") of the unitholder's intention to redeem trust units for physical silver bullion (the transfer agent is permitted to directly accept redemption requests. See "Exemptions and Approvals"). If a unitholder desires to redeem trust units for bullion, and such unitholder holds his, her or its units through the direct registration system ("DRS"), the holder first has to request and then receive a trust unit certificate before engaging in the redemption process. A Silver Redemption Notice must be received by the transfer agent no later than 4:00 p.m., Toronto time, on the 15th day of the month in which the Silver Redemption Notice will be processed or, if such day is not a business day, then on the immediately following day that is a business day. Any Silver Redemption Notice received after such time will be processed in the next month. Any Silver Redemption Notice must include a valid signature guarantee to be deemed valid by the Trust.

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        Physical silver bullion received by a unitholder as a result of a redemption of trust units will be delivered by armoured transportation service carrier pursuant to delivery instructions provided by the unitholder to the Manager, provided that the delivery instructions are acceptable to the armoured transportation service carrier. Physical silver bullion delivered to an institution located in North America authorized to accept and hold London Good Delivery bars will likely retain its London Good Delivery status while in the custody of such institution; physical silver bullion delivered pursuant to a unitholder's delivery instruction to a destination other an institution located in North America authorized to accept and hold London Good Delivery bars will no longer be deemed London Good Delivery once received by the unitholder. The armoured transportation service carrier will receive physical silver bullion in connection with a redemption of trust units approximately 10 business days after the end of the month in which the redemption notice is processed.

Redemption of Trust Units for Cash

        Unitholders whose trust units are redeemed for cash will be entitled to a redemption price equal to 95% of the lesser of (i) the volume-weighted average trading price of the trust units traded on NYSE Arca or, if trading has been suspended on NYSE Arca, the trading price of the trust units traded on the TSX, for the last five days on which the respective exchange is open for trading for the month in which the redemption request is processed and (ii) the NAV of the redeemed trust units as of 4:00 p.m., Toronto time, on the last day of the month on which NYSE Arca is open for trading for the month in which the redemption request is processed. Cash redemption proceeds will be transferred to a redeeming unitholder approximately three business days after the end of the month in which the redemption notice is processed.

        Since inception, 119,017 trust units have been redeemed for cash.

        To redeem trust units for cash, a unitholder must instruct the unitholder's broker to deliver a notice to redeem trust units for cash (the "Cash Redemption Notice") to the transfer agent (the transfer agent is permitted to accept redemption requests. See "Exemptions and Approvals"). If a unitholder desires to redeem trust units for cash, and such unitholder holds his, her or its trust units through DRS, the holder first has to request and then receive a trust unit certificate before engaging in the redemption process. A Cash Redemption Notice must be received by the transfer agent no later than 4:00 p.m., Toronto time, on the 15th day of the month in which the Cash Redemption Notice will be processed or, if such day is not a business day, then on the immediately following day that is a business day. Any Cash Redemption Notice received after such time will be processed in the next month. Any Cash Redemption Notice must include a valid signature guarantee to be deemed valid by the Trust.

Investment and Operating Restrictions

        In making investments on behalf of the Trust, the Manager is subject to certain investment and operating restrictions, (the "Investment and Operating Restrictions"), which are set out in the Trust Agreement. The Investment and Operating Restrictions may not be changed without the prior approval of unitholders by way of an extraordinary resolution, which must be approved, in person or by proxy, by unitholders holding trust units representing in aggregate not less than 66²/3% of the value of the net assets of the Trust as determined in accordance with the Trust Agreement, at a duly constituted meeting of unitholders, or at any adjournment thereof, called and held in accordance with the Trust Agreement, or a written resolution signed by unitholders holding trust units representing in aggregate not less than 66²/3% of the value of the net assets of the Trust as determined in accordance with the Trust Agreement, unless such change or changes are necessary to ensure compliance with applicable laws, regulations or other requirements imposed from time to time by applicable securities regulatory authorities.

        The Investment and Operating Restrictions provide that the Trust:

(a)

will invest in and hold a minimum of 90% of the total net assets of the Trust in physical silver bullion in London Good Delivery bar form and hold no more than 10% of the total net assets of the Trust, at the discretion of the Manager, in physical silver bullion (in London Good Delivery bar form or otherwise), debt obligations of or guaranteed by the Government of Canada or a province of Canada or by the Government of the United States of America or a state thereof, short-term commercial paper obligations of a corporation or other person whose short-term commercial paper is rated R-1 (or its

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equivalent, or higher) by Dominion Bond Rating Service Limited or its successors or assigns or F1 (or its equivalent, or higher) by Fitch Ratings or its successors or assigns or A-1 (or its equivalent, or higher) by Standard & Poor's or its successors or assigns or P-1 (or its equivalent, or higher) by Moody's Investor Service or its successors or assigns, interest-bearing accounts and short-term certificates of deposit issued or guaranteed by a Canadian chartered bank or trust company, money market mutual funds, short-term government debt or short-term investment grade corporate debt, or other short-term debt obligations approved by the Manager from time to time (for the purpose of this paragraph, the term "short-term" means having a date of maturity or call for payment not more than 182 days from the date on which the investment is made), except during the 60-day period following the closing of an offering of trust units or additional offerings or prior to the distribution of the assets of the Trust. The Trust is permitted to invest up to 100% of its net assets, taken at market value of the time of purchase, in physical silver bullion. See "Exemptions and Approvals";

(b)

will not invest in silver certificates or other financial instruments that represent silver or that may be exchanged for silver;



(c)

will store all physical silver bullion owned by the Trust at the Mint (including at a facility located in Canada leased by the Mint for this purpose) or in the treasury vaults of a Schedule I Canadian chartered bank or an affiliate or division thereof in Canada on a fully allocated basis, provided that the physical silver bullion held in London Good Delivery bar form may be stored with a custodian only if the physical silver bullion will remain London Good Delivery while with that custodian;



(d)

will not hold any "taxable Canadian property" within the meaning of the Tax Act;



(e)

will not purchase, sell or hold derivatives;



(f)

will not issue trust units except (i) if the net proceeds per trust unit to be received by the Trust are not less than 100% of the most recently calculated NAV per trust unit prior to, or upon, the determination of the pricing of such issuance or (ii) by way of trust unit distribution in connection with an income distribution;



(g)

will ensure that no part of the stored physical silver bullion may be delivered out of safekeeping by the Mint or, if the physical silver bullion is held by another custodian, that custodian, without receipt of an instruction from the Manager in the form specified by the Mint or such other custodian indicating the purpose of the delivery and giving direction with respect to the specific amount;



(h)

will ensure that no director or officer of the Manager or director or officer of the GP, or representative of the Trust or the Manager will be authorized to enter into the physical silver bullion storage vaults without being accompanied by at least one representative of the Mint or, if the physical silver bullion is held by another custodian, that custodian, as the case may be;



(i)

will ensure that the physical silver bullion remains unencumbered;



(j)

will ensure that the physical silver bullion is subject to a physical count by a representative of the Manager periodically on a spot-inspection basis as well as subject to audit procedures by the Trust's external auditors on at least an annual basis;



(k)

will not guarantee the securities or obligations of any person other than the Manager, and then only in respect of the activities of the Trust;



(l)

in connection with requirements of the Tax Act, will not make or hold any investment that would result in the Trust failing to qualify as a "mutual fund trust" within the meaning of the Tax Act;



(m)

in connection with requirements of the Tax Act, will not invest in any security that would be a "tax shelter investment" within the meaning of section 143.2 of the Tax Act;



(n)

in connection with requirements of the Tax Act, will not invest in the securities of any non-resident corporation, trust or other non-resident entity (or of any partnership that holds such securities) if the Trust (or the partnership) would be required to include any significant amount in income under any of sections 94 or 94.1 of the Tax Act;

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(o)

in connection with requirements of the Tax Act, will not invest in any security of an issuer that would be a foreign affiliate of the Trust for purposes of the Tax Act; and



(p)

in connection with requirements of the Tax Act, will not carry on any business and make or hold any investments that would result in the Trust itself being subject to the tax for specified investment flow-through ("SIFT") trusts as provided for in section 122 of the Tax Act (the "SIFT Rules").

Termination of the Trust

        The Trust does not have a fixed termination date but will be terminated in the event there are no trust units outstanding, the Trustee resigns or is removed and no successor trustee is appointed by the Manager by the time the resignation or removal becomes effective, the Manager resigns and no successor manager is appointed by the Manager and approved by unitholders by the time the resignation becomes effective, the Manager is, in the opinion of the Trustee, in material default of its obligations under the Trust Agreement and such default continues for 120 days from the date that the Manager receives notice of such default from the Trustee and no successor manager has been appointed by the unitholders of the Trust, the Manager experiences certain insolvency events or the assets of the Manager are seized or confiscated by a public or governmental authority. In addition, the Manager may, in its discretion, terminate the Trust, without unitholder approval, if, in the opinion of the Manager, after consulting with the independent review committee, the value of the net assets of the Trust has been reduced such that it is no longer economically feasible to continue the Trust and it would be in the best interests of the unitholders to terminate the Trust, by giving the Trustee and each holder of trust units at the time not less than 60 days and not more than 90 days written notice prior to the effective date of the termination of the Trust. To the extent such termination in the discretion of the Manager may involve a matter that would be a "conflict of interest matter" as set forth under applicable Canadian securities legislation, the matter will be referred by the Manager to the Trust's independent review committee for its recommendation. In connection with the termination of the Trust, the Trust will, to the extent possible, convert its assets into cash and, after paying or making adequate provision for all of the Trust's liabilities, distribute the net assets of the Trust to unitholders, on a pro rata basis, as soon as practicable after the termination date.

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FEES AND EXPENSES

        This table lists the fees and expenses that the Trust pays for the continued operation of its business and that unitholders may have to pay if they invest in the Trust. Payment of these fees and expenses will reduce the value of the unitholders' investment in the Trust. The unitholders will have to pay fees and expenses directly if they redeem their trust units for physical silver bullion.

        The Trust has retained cash from the net proceeds of each of its offerings of trust units in an amount not exceeding 3% of the net proceeds of each such offering, which has been added to its available funds to be used for its ongoing expenses and cash redemptions. From time to time, the Trust will sell physical silver bullion to replenish this cash reserve to meet its expenses and cash redemptions. There is no limit on the total amount of silver bullion that the Trust may sell in order to pay expenses, but the Manger intends that the cash reserve will not exceed 3% of the value of the net assets of the Trust at any time.

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RISK FACTORS

        You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included and incorporated by reference herein, including but not limited to the AIF and the Trust's financial statements and the related notes. See "Documents Incorporated by Reference".

         Global events outside the Trust's control, such as the COVID-19 pandemic, may adversely affect the Trust's business, financial condition and result of operations.

        The Trust cautions that current global uncertainty with respect to the spread of the coronavirus disease 2019 (COVID-19) and its effect on the broader global and local economy may have a significant negative effect on the Trust, such as decreasing the willingness of the general population to travel, causing staff shortages, market fluctuations in the price of silver, and increased government regulation, all of which may negatively impact the Trust's business, financial condition and results of operations including the ability for the Trust to provide services, including but not limited to, the Trust's ability to carry out unitholders' redemption requests and its ability to deliver physical silver bullion, including increased delivery times and/or associated costs.

        In addition, governments may take preventative measures such as imposing travel restrictions, closing points of entry or enacting emergency legislation. These preventative measures along with market uncertainty could have a material adverse impact on taxation, liquidity of units and other unitholder rights generally.

         A large purchase of physical silver bullion by the Trust in connection with an offering may temporarily affect the price of silver.

        Depending on the size of an offering, the amount of silver that the Trust will purchase in connection with an offering may be significant on a short-term basis and such purchase may have the effect of temporarily increasing the spot price of physical silver bullion. In the event that the purchase of physical silver bullion by the Trust in connection with an offering temporarily increases the spot price of physical silver bullion, the Trust will be able to purchase a smaller amount of physical silver bullion with the proceeds of an offering than otherwise, and if the spot price of physical silver bullion decreases after the purchase of physical silver bullion by the Trust, such decrease would decrease the NAV of the Trust.

         A delay in the purchase by the Trust of physical silver bullion with the net proceeds of an offering may result in the Trust purchasing less physical silver bullion than it could have purchased earlier.

        The Trust intends to purchase physical silver bullion with the net proceeds of an offering as described in this prospectus as soon as practicable. The Trust may not be able to purchase immediately all of the required physical silver bullion and, depending on the size of an offering and other factors outside the control of the Trust, such as the amount of physical silver bullion available for purchase, the Manager estimates that it may take up to 20 business days to purchase all of the physical silver bullion the Trust will purchase in connection with an offering. If physical silver bullion prices increase between the time of completion of an offering and the time the Trust completes its purchases of physical silver bullion, whether or not caused by the Trust's acquisition of physical silver bullion, the amount of physical silver bullion the Trust will be able to purchase will be less than it would have been able to purchase had it been able to complete its purchases of the required physical silver

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bullion immediately. In either of these circumstances, the quantity of physical silver bullion purchased per trust unit will be reduced, which will have a negative effect on the value of the trust units.

         If there is a loss, damage or destruction of the Trust's physical silver bullion in the custody of the Mint and the Trust does not give timely notice, all claims against the Mint will be deemed waived.

        If either party to the Silver Storage Agreement discovers loss, damage or destruction of the Trust's physical silver bullion in the Mint's custody, care and control, such party must give written notice to the other party within five Mint business days, in the case of the Manager's notice, and one Mint business day, in the case of the Mint's notice, after its discovery of any such loss, damage or destruction, but, in the event that the Manager receives a written notice from the Mint in which a discrepancy in the quantity of physical silver bullion first appears, it shall give the Mint a notice of loss no later than 60 days following receipt of such written statement. If such notice is not given in a timely manner, all claims against the Mint will be deemed to have been waived. In addition, no action, suit or other proceeding to recover any loss or shortage can be brought against the Mint unless timely notice of such loss or shortage has been given and such action, suit or proceeding will have commenced within 12 months from the time a claim is made. The loss of the right to make a claim or of the ability to bring an action, suit or other proceeding against the Mint may mean that any such loss will be non-recoverable, which will have an adverse effect on the value of the net assets of the Trust and the NAV.

         Canadian Registered Plans that redeem their trust units for physical silver bullion may be subject to adverse consequences.

        Physical silver bullion received by a Registered Plan (as defined below) that is a resident of Canada, such as a registered retirement savings plan ("RRSP"), on a redemption of trust units for physical silver bullion will not be a qualified investment for such plan. Accordingly, such plans (and in the case of certain plans, the annuitants or beneficiaries thereunder or holders thereof) may be subject to adverse Canadian tax consequences.

USE OF PROCEEDS

        Unless otherwise specified in a prospectus supplement, the net proceeds that the Trust will receive from the issue of its trust units will be used to acquire physical silver bullion in accordance with the Trust's objective and subject to the Trust's investment and operating restrictions described herein. See "Sprott Physical Silver Trust — Business of the Trust — Investment Objectives of the Trust" and "Investment and Operating Restrictions".

CAPITALIZATION

        There have been no material changes in the Trust's capitalization since the date of the Interim Financial Statements, being the most recently filed financial statements of the Trust, other than: (i) changes as a result of changes in the price of silver; and (ii) as described in "Prior Sales". On July 15, 2020, the total NAV of the Trust and the NAV per unit of the Trust were U.S.$1,578,457,747 and U.S.$7.1288, respectively, and there were a total of 221,420,825 units of the Trust issued and outstanding.

DESCRIPTION OF THE TRUST UNITS

        The Trust is authorized to issue an unlimited number of trust units in one or more classes and series of a class. Currently, the Trust has issued only one class or series of trust units, which are the class of trust units that will be qualified by this prospectus. Each trust unit of a class or series of a class represents an undivided ownership interest in the net assets of the Trust attributable to that class or series of a class of trust units. Trust units are transferable and redeemable at the option of the unitholder in accordance with the provisions set forth in the Trust Agreement. All trust units of the same class or series of a class have equal rights and privileges with respect to all matters, including voting, receipt of distributions from the Trust, liquidation and other events in connection with the Trust. Trust units and fractions thereof are issued only as fully paid and non-assessable. Trust units have no preference, conversion, exchange or pre-emptive rights. Each whole trust unit of a particular class or series of a class entitles the holder thereof to a vote at meetings of unitholders where all classes vote together, or to a vote at meetings of unitholders where that particular class or series of a class of unitholders votes separately as a class.

        The Trust may not issue trust units except (i) if the net proceeds per trust unit to be received by the Trust are not less than 100% of the most recently calculated NAV per trust unit immediately prior to, or upon, the determination of the pricing of such issuance or (ii) by way of trust unit distribution in connection with an income distribution.

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