ASA Gold plans conversion from gold fund to BDC

ASA Gold & Precious Metals plans to exit its gold-focused closed-end fund structure and seek shareholder approval to become an income-oriented BDC managed by Saba Capital.

Rhea-AI Filing Summary

ASA Gold & Precious Metals Ltd (ASA) plans a major strategic shift after its board approved a proposal to convert the company from a gold- and precious-metals-focused closed-end fund into a business development company (BDC) with a yield-oriented, credit-focused strategy. The plan also includes redomiciling from Bermuda to Delaware, changing U.S. tax status from a passive foreign investment company (PFIC) to a regulated investment company (RIC), and appointing Saba Capital Management, L.P. as investment manager.

The BDC conversion and related changes will only proceed if shareholders approve a new advisory agreement with Saba and the elimination of ASA’s fundamental gold-focused and other fundamental investment policies at the 2026 Annual General Meeting. If approved and conditions are met, the conversion is expected to occur by year-end, with detailed terms and risks to be provided in a Form N-14 proxy statement/prospectus.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Board approval date: September 4, 2026 Annual meeting year: 2026 Expected completion timing: By year-end 2026

3 metrics

Board approval date September 4, 2026 Date the board approved the proposal to convert ASA into a BDC

Annual meeting year 2026 Year of the Annual General Meeting where shareholders will vote on the BDC Conversion Proposals

Expected completion timing By year-end 2026 Target timing for the BDC conversion if shareholder approvals and conditions are satisfied

Key Terms

business development company, passive foreign investment company, regulated investment company, proxy statement/prospectus, +2 more

6 terms

business development company financial

"convert the Company from a registered closed-end investment company... into a business development company"

A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.

passive foreign investment company financial

"change its U.S. federal income tax status from a “passive foreign investment company”"

A passive foreign investment company (PFIC) is a foreign corporation that, under U.S. tax rules, earns mostly passive income (like dividends, interest, rents, or royalties) or holds mostly passive assets. For U.S. investors, owning stock in a PFIC can trigger special, often punitive tax treatment and extra reporting requirements, which can raise the investor’s tax bill and reduce after‑tax returns—think of an unexpected tax surcharge that changes the real payoff of the investment.

regulated investment company financial

"change its U.S. federal income tax status from a “PFIC” to a “regulated investment company”"

A regulated investment company is a type of pooled investment (like a mutual fund or ETF) that meets specific tax-law rules allowing it to pass most income, gains and losses directly to shareholders instead of being taxed at the company level. For investors this matters because it affects how distributions are taxed, how often income is paid, and the overall net return—think of it like a collective account that funnels earnings straight to owners rather than keeping profits inside a separate corporate layer.

proxy statement/prospectus regulatory

"in the form of a proxy statement/prospectus that will be included in a registration statement"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

Form N-14 regulatory

"included in a registration statement on Form N-14"

NAV discount financial

"whether the Company’s shares will trade consistently at a narrower NAV discount"

A NAV discount occurs when a fund’s market price trades below its net asset value (NAV) — the per-share worth of the underlying assets if they were sold today. For investors, a discount can signal a chance to buy the same basket of assets for less than their calculated value, like buying a grocery basket at a clearance price, but it can also reflect concerns about future returns, liquidity, or management that could keep the price depressed.

FAQ

What strategic change did ASA (ASA) announce on September 4, 2026?

ASA’s board approved a proposal to convert the company from a gold- and precious-metals-focused closed-end investment company into a business development company with a yield-oriented, credit-focused strategy, subject to shareholder approval and other conditions.

How will the proposed BDC conversion affect ASA’s domicile and tax status?

As part of the proposed BDC conversion, ASA plans to redomicile from Bermuda to Delaware and change its U.S. tax status from a PFIC to a RIC, if shareholders approve the related proposals and applicable conditions are satisfied.

What role will Saba Capital have in ASA’s proposed new structure?

In the proposed BDC structure, ASA’s board has selected Saba Capital Management, L.P. to serve as the BDC’s investment manager, subject to shareholder approval of a new investment advisory agreement at the 2026 Annual General Meeting.

What will ASA shareholders vote on at the 2026 Annual General Meeting?

Shareholders will be asked to vote on the BDC Conversion Proposals, including approving a new advisory agreement with Saba, eliminating the fundamental gold-focused investment policy and other fundamental policies, and regular annual meeting matters such as director elections.

When is the ASA BDC conversion expected to occur if approved?

If the BDC Conversion Proposals are approved at the 2026 Annual General Meeting and all applicable conditions are met, ASA states that the BDC conversion is expected to occur by year-end 2026.

Where will ASA (ASA) provide detailed information on the BDC conversion?

ASA expects to file proxy materials in a Form N-14 registration statement with the SEC. Once effective, the proxy statement/prospectus will provide detailed information on the BDC conversion, associated risks, considerations, and anticipated BDC operating expenses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 12:08 PM Accepted by SEC EDGAR 09/04/2026 - 12:07 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

September 4, 2026

Date of Report

(Date of earliest event reported)

ASA Gold and Precious Metals Limited

(Exact name of registrant as specified in its charter)

Bermuda		811-21650		98-6000252
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

190 Middle Street, Suite 301		Portland		Maine		04101
(Street Address)		(City)		(State)		(Zip Code)

Registrant’s telephone number, including area code: (207) 347-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	[X]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[X]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class:		Trading symbol(s)		Name of exchange on which registered
Common Shares, par value $1.00 per share		ASA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 8.01 Other Events.

On September 4, 2026, ASA Gold and Precious Metals Limited (the “Company”) issued a press release announcing that its board of directors approved a proposal to convert the Company from a registered closed-end investment company focused on the gold and precious-metals sector into a business development company (“BDC”) with a yield-oriented, credit-focused strategy (the “BDC Conversion”). The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated September 4, 2026 - ASA Gold and Precious Metals Limited Announces Board Approval of Proposed Conversion to Business Development Company

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ASA GOLD AND PRECIOUS METALS LIMITED
Date: September 4, 2026		/s/ James Chekos
	Name:	James Chekos
	Title:	Corporate Secretary

ASA Gold and Precious Metals Limited Announces Board Approval of Proposed Conversion to Business Development Company

BDC Conversion to Create an Income-Focused ASA Designed to Enhance Shareholder Value

Board Votes to Select Saba as New Investment Manager

Portland, Maine – Based on the unanimous recommendation of its Special Committee, the Board of Directors (the “Board”) of ASA Gold and Precious Metals Limited (NYSE: ASA) (the “Company”) is pleased to announce that it has approved a proposal to convert the Company from a registered closed-end investment company focused on the gold and precious-metals sector into a business development company (“BDC”) with a yield-oriented, credit-focused strategy (the “BDC Conversion”).

As part of the BDC Conversion, the Board has also voted to redomicile the Company from Bermuda to Delaware and to make certain changes to the Company’s investment program and management structure, including selecting Saba Capital Management, L.P. (“Saba”) to serve as the BDC’s investment manager. In connection with the BDC Conversion, the Company also expects to change its U.S. federal income tax status from a “passive foreign investment company” (“PFIC”) to a “regulated investment company” (“RIC”).

The Board’s decision represents the conclusion of a months-long strategic review conducted by the Special Committee, which was advised by its financial advisor and independent legal counsel. The Special Committee and the Board believe the BDC Conversion is in the best interests of ASA and its shareholders and provides a compelling opportunity to reposition the Company as an income-focused investment vehicle for the future.

The Special Committee and the Board believe the BDC Conversion would:

· Better position ASA to address its persistent trading discount to net asset value through structural, strategic and managerial realignment.

· Shift the Company’s investment mandate toward more income-oriented investments designed to generate recurring income, support shareholder distributions and broaden the Company’s potential investor base.

· Enable ASA to convert from a sector-concentrated gold investment vehicle into a differentiated, credit-focused platform with a broader investment opportunity set and greater emphasis on income generation.

· Eliminate various operational, legal and tax complexities associated with the Company’s current status as a Bermuda-based PFIC and transition the Company to a U.S.-domiciled structure designed to provide greater operational and tax efficiency.

The BDC Conversion is subject to shareholder approval of a new investment advisory agreement with Saba and approval of the elimination of the Company’s fundamental gold-focused investment policy (the “BDC Conversion Proposals”). At the 2026 Annual General Meeting, shareholders of the Company will be asked to vote on the BDC Conversion Proposals, proposals to eliminate the Company’s other fundamental investment policies, as well as on regular Annual Meeting matters, including the election of the Company’s directors.

If the BDC Conversion Proposals are approved and all other applicable conditions are satisfied, the BDC Conversion is expected to occur by year-end.

Detailed information regarding the BDC Conversion Proposals and other proposals for which shareholder approval will be sought will be contained in proxy materials expected to be filed with the Securities and Exchange Commission. The materials will include detailed information regarding the proposed BDC Conversion, including the associated risks and other considerations, as well as the anticipated expenses of operating the Company as a BDC. Shareholders are encouraged to read the proxy materials carefully when they become available.

About ASA Gold and Precious Metals Limited

ASA Gold and Precious Metals Limited is currently a publicly traded registered closed-end management investment company. The Company’s common shares trade on the New York Stock Exchange under the ticker symbol “ASA.”

Forward-Looking Statements. This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to: uncertainties as to the expected impacts of the BDC Conversion, such as whether the Company’s shares will trade consistently at a narrower NAV discount, whether the yield-oriented BDC strategy will enhance value for shareholders (compared to the current gold-focused strategy), whether the BDC strategy will result in the payment of dividends, whether the domestication into Delaware and the new tax status will be beneficial for all shareholders, market developments, legal and regulatory developments, the ability to satisfy conditions to the proposed BDC Conversion, and other additional risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

Important Information. In connection with the BDC Conversion and Annual Meeting discussed herein, the Company expects to file with the Securities and Exchange Commission (the “SEC”) solicitation materials in the form of a proxy statement/prospectus that will be included in a registration statement on Form N-14. After the registration statement is filed with the SEC, it may be amended or withdrawn and the proxy statement/prospectus will not be distributed to shareholders unless and until the registration statement is declared effective by the SEC. SHAREHOLDERS ARE URGED TO READ THE SOLICITATION MATERIALS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS AND THE BDC CONVERSION. After they are filed, free copies of the solicitation materials will be available on the SEC’s web site at www.sec.gov. This press release is for informational purposes only and is not a solicitation of a proxy from any shareholder and does not constitute an offer of any securities for sale. No offer of securities will be made except pursuant to a prospectus meeting the requirements of Section 10 of the Securities Act of 1933. The Company and certain of its respective directors, officers and affiliates may be deemed under the rules of the SEC to be participants in the solicitation of proxies from shareholders in connection with the proposals discussed herein. Information about the directors and officers of the Company may be found in its set forth in its proxy statement for its 2025 Annual General Meeting of Shareholders, which was filed with the SEC on September 26, 2025. Shares of the Company are not guaranteed or endorsed by any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation.

For further information on ASA Gold and Precious Metals Limited, please visit our website at: www.asaltd.com.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.9 fp0100779-1_ex9991.htm 11.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.2 KB