ASA Gold holder seeks NAV exit before BDC shift

Shareholder Axel Merk urges ASA’s board to offer NAV-based liquidity, such as a tender offer, before completing a Saba-managed BDC conversion.

Rhea-AI Filing Summary

ASA Gold & Precious Metals Ltd (ASA) is the subject of an exempt solicitation by shareholder Axel Merk, who reports owning more than 300,000 ASA shares. Merk urges ASA’s board to offer existing shareholders a liquidity option at or near net asset value (NAV), such as a tender offer, before proceeding with the board’s previously announced plan to convert ASA from a precious-metals closed-end fund into a credit-focused business development company (BDC) to be managed by Saba.

Merk highlights that ASA traded at a –18.11% discount to NAV as of September 4, 2026, and notes that Saba reportedly controls more than 32% of ASA’s shares and would become investment manager of the proposed BDC. He raises concerns about portfolio transaction and tax costs tied to repositioning ASA’s precious-metals portfolio, especially for taxable shareholders without a Qualified Electing Fund (QEF) election, and about governance dynamics given Saba’s role. Merk asks shareholders to press the board for a NAV-based liquidity event before any conversion vote or portfolio transformation.

Key Figures

Discount to NAV: 18.11% discount Merk shareholding: over 300,000 shares Saba ownership: over 32% of shares

3 metrics

Discount to NAV 18.11% discount ASA share price versus NAV as of September 4, 2026

Merk shareholding over 300,000 shares ASA shares reportedly owned by shareholder Axel Merk

Saba ownership over 32% of shares ASA shares stated as controlled by Saba

Key Terms

business development company, tender offer, net asset value, Qualified Electing Fund, +1 more

5 terms

business development company financial

"convert ASA from a precious-metals closed-end fund into a credit-focused BDC"

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.

tender offer financial

"With the Fund trading at a -18.11% discount... without the Fund conducting a tender offer"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

net asset value financial

"provide shareholders with a meaningful opportunity to exit at or near net asset value"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

Qualified Electing Fund financial

"Taxable shareholders who have not made a Qualified Electing Fund (“QEF”) election"

A qualified electing fund (QEF) is a foreign investment vehicle that provides enough annual tax information so a U.S. investor can choose to be taxed each year on their share of the fund’s income. Making this election is like agreeing to pay a modest, regular bill instead of risking a large, punitive charge later: it changes when and how income is taxed, reducing surprise penalties and making after‑tax returns and tax planning more predictable for investors.

PFIC financial

"may also face particularly punitive PFIC tax consequences"

A PFIC (Passive Foreign Investment Company) is a U.S. tax classification for a non‑U.S. corporation that earns mostly passive income (like interest, dividends, or rent) or holds mostly passive assets. It matters to investors because owning stock in a PFIC can trigger higher taxes, interest charges and extra IRS paperwork on gains and distributions—like finding a hidden toll and forms every time you try to cash out—reducing after‑tax returns and complicating portfolio planning.

FAQ

What change at ASA (ASA) is being challenged in this exempt solicitation?

The exempt solicitation discusses ASA’s board-announced plan to convert ASA from a precious-metals closed-end fund into a credit-focused business development company (BDC) that would be managed by Saba, and questions proceeding without first offering shareholders liquidity at or near NAV.

What does Axel Merk want ASA (ASA) to do before the proposed BDC conversion?

Axel Merk asks the board to provide shareholders a meaningful opportunity to exit at or near NAV, for example via a tender offer, before eliminating ASA’s precious-metals mandate, dismantling its existing portfolio, and completing the proposed conversion into a Saba-managed BDC.

How large is the discount to NAV that Merk cites for ASA (ASA)?

Merk cites that ASA’s shares traded at a –18.11% discount to net asset value (NAV) as of September 4, 2026. He argues that a direct liquidity mechanism, such as a tender offer, would allow existing shareholders to realize NAV rather than relying on the future trading level of a converted BDC.

What ownership stakes are mentioned for Axel Merk and Saba in ASA (ASA)?

The solicitation states that Axel Merk owns more than 300,000 ASA shares, while Saba is described as controlling more than 32% of ASA’s shares. Saba is also identified as the prospective investment manager of the proposed Saba-managed BDC that ASA would become after conversion.

What shareholder costs and tax issues are raised in relation to ASA (ASA)’s portfolio change?

Merk cites potential legal, operational, and portfolio costs from transforming ASA and notes the portfolio holds substantial unrealized gains. He warns that taxable shareholders without a Qualified Electing Fund (QEF) election may face punitive PFIC tax treatment and that timing could affect which tax year gains fall into.

How does the solicitation characterize listed BDC trading behavior relevant to ASA (ASA)?

The solicitation states that listed BDCs frequently trade at discounts to NAV and argues that a conversion alone does not guarantee shareholders will realize NAV. It contrasts this with a tender offer, which is presented as directly allowing shareholders to obtain liquidity at or near NAV.

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

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Available on EDGAR 09/08/2026 - 12:24 PM Accepted by SEC EDGAR 09/08/2026 - 12:23 PM Learn about SEC filing dates

U.S. Securities and Exchange Commission

Washington, DC 20549

Notice of Exempt Solicitation

Pursuant to Rule 14a-103

Name of the registrant: ASA Gold and Precious Metals Limited

Name of persons relying on exemption: Alexander Merk

Address of person relying on exemption: 555 Bryant St #455, Palo Alto, CA 94301

Source: Merk Investments LLC

September 08, 2026 08:30 ET

Axel Merk Calls on ASA Board to Give Shareholders Liquidity at Nav Before Saba BDC Conversion

Investors should tell the Board now: liquidity first, restructuring later

PALO ALTO, Calif., Sept. 08, 2026 (GLOBE NEWSWIRE) -- Axel Merk, a shareholder of more than 300,000 shares of ASA Gold and Precious Metals Limited (NYSE: ASA), today called on ASA’s Board to provide shareholders with a meaningful opportunity to exit at or near net asset value (NAV) before asking them to approve the proposed conversion of ASA into a Saba-managed business development company (“BDC”) and pay the related costs:

The Board has now announced its proposed transformation of ASA. Before it asks shareholders for their votes, shareholders should tell the Board what they want.

Liquidity first. Restructuring later.

I believe investors who chose ASA for its exposure to gold mining deserve to be given liquidity without having to bear any restructuring costs related to changing the Fund.

The message to event-driven investors is also straightforward. You do not need to have a view on gold mining or on whether Saba can manage a BDC. If you invested in ASA because of the discount to NAV, tell the Board now that you should be given an opportunity to exit at or near NAV before ASA is repurposed.

ASA’s Board announced on September 4 that it intends to convert ASA from a precious-metals closed-end fund into a credit-focused BDC managed by Saba. The Board says the conversion is intended, in part, to address ASA’s discount to NAV.

But the Board has not announced a liquidity mechanism that would actually allow existing shareholders to realize NAV.

A tender offer does that directly.

A BDC conversion does not. In fact, listed BDCs frequently trade at discounts to NAV.

If addressing the discount is the objective, give shareholders liquidity first. There is no reason that existing shareholders should have to finance Saba’s transformation of ASA and then hope that the new vehicle eventually trades closer to NAV.

Investors Should Speak Up Now

Investors should tell the Board that they expect a liquidity solution at or near NAV before ASA’s precious-metals mandate is eliminated, its portfolio is dismantled, and the Company is handed to Saba to manage under an entirely different strategy.

Saba controls more than 32% of ASA’s shares. If Saba wants to repurpose ASA into a vehicle it will be paid to manage, shareholders who do not want to participate in that strategy should first be given a meaningful opportunity to get out without bearing the related costs.

Tender first. BDC conversion later — if the shareholders who remain still want it.

That sequencing matters.

Once shareholders approve the conversion and ASA’s existing portfolio is liquidated or repositioned, our negotiating leverage may be gone. Gold investors should not surrender that leverage before they receive liquidity to redeploy into other gold investments. Event-driven investors should not surrender that leverage before receiving the liquidity event they came to ASA to capture.

The Proposed Conversion Creates Serious Costs and Conflicts

The BDC proposal is not simply a change in investment strategy.

Saba would be a direct economic beneficiary. Saba would become investment manager of the proposed BDC and earn management fees. Saba has also previously proposed including profit-sharing compensation (to be paid to them) of a type permissible in a BDC but not under ASA’s current structure.

Don’t Dismantle the Portfolio and Saddle Existing Shareholders with the Related Costs Before Offering Shareholders Liquidity

The legal, operational, and portfolio costs of the complete transformation and domestication of ASA as approved by the Board are likely to be substantial. Shareholders who do not wish to be invested in a transformed fund do not deserve to be saddled with the related costs. With the Fund trading at a -18.11% discount as of September 4, 2026, shareholders are not able to obtain full liquidity for their shares without the Fund conducting a tender offer.

Existing shareholders could bear substantial tax costs. Converting ASA requires disposing of or otherwise dealing with a precious-metals portfolio containing substantial unrealized gains due to the Fund’s prior strong performance (see www.saveasa.com/performance).

Taxable shareholders who have not made a Qualified Electing Fund (“QEF”) election may also face particularly punitive PFIC tax consequences, including potential excess-distribution treatment. See www.saveasa.com/punitivetaxes for more details.

Any delay at this stage may also benefit taxable shareholders by potentially pushing taxable gains into the 2027 tax year.

The Board says it expects the BDC conversion to occur by year-end if shareholders approve it. Given ASA’s portfolio, that timetable raises a critical question for shareholders: how much of the existing portfolio will be sold or repositioned before shareholders have an opportunity to vote upon the proposed transformation?

Since the Board’s Investment Committee assumed management of ASA on July 1, 2026, ASA’s return pattern has reflected reduced upside participation relative to its benchmark, raising concerns that repositioning may already be underway. See www.saveasa.com/news for more details.

That makes the sequencing all the more important: I believe the Board should offer shareholders liquidity first, before taking further steps to dismantle ASA’s existing portfolio, in order to avoid further harming shareholders who do not wish to be invested in the transformed fund. Current shareholders should not be forced to bear the costs of “broaden[ing] the Company’s potential investor base.”

The Board’s Conflicts Cannot Be Ignored

ASA’s current Board was hand-picked through Saba’s campaign for control, and a Saba partner heads the Investment Committee currently responsible for managing ASA’s portfolio.

Now that same Board has selected Saba to manage the vehicle it proposes ASA become.

The Board’s fiduciary duty is to ASA’s existing shareholders — not to Saba as ASA’s prospective investment manager and not to hypothetical future shareholders of a Saba-managed credit vehicle. More information is available at www.saveasa.com/process-manipulation.

This Is About Price, Not Gold

All shareholders have compelling reasons to demand liquidity before the proposed conversion, and having to bear the related costs.

If the Board believes ASA must be repurposed, existing shareholders should be given the opportunity to exit at or near NAV before that repurposing occurs.

Shareholders should contact the Board now and make that expectation clear.

Do not let the Board turn this into a false choice between the existing ASA and a Saba-managed BDC. There is a third choice: give shareholders the opportunity for liquidity first. After that, shareholders can consider the proposal on its merits, and the shareholders interested in that vehicle will be the ones fairly bearing the related costs.

The Board still has time to do the right thing. Investors should tell them now: give shareholders the opportunity to exit at NAV before you repurpose ASA.

For additional information, visit www.saveasa.com.

Media Contact:

Axel Merk

(408) 475-0186

www.saveasa.com

Axel Merk owns over 300,000 shares of ASA Gold and Precious Metals Limited. He serves as President and Chief Investment Officer of Merk Investments LLC, which served as the Fund’s investment adviser until June 30, 2026. He also resigned as Chief Operating Officer of ASA in June 2026.

Nothing herein constitutes an offer to sell, or a solicitation of an offer to buy, any securities. It does not constitute a solicitation of a proxy within the meaning of Section 14(a) of the Securities Exchange Act of 1934, as amended. The information above reflects the views and opinions of Axel Merk and is provided solely for educational and informational purposes. It does not constitute investment, legal, financial, or tax advice. You should consult your own advisors for guidance specific to your circumstances.

The use of forward-looking statements reflect the current expectations, estimates, beliefs, assumptions, and projections of Axel Merk. These statements are inherently subject to risks and uncertainties, many of which are beyond the control of the author. Forward-looking statements can often be identified by words such as “believe,” “expect,” “intend,” “may,” “will,” “should,” or similar expressions including the negatives thereof, other variations or comparable terms. These statements speak only as of the date made, and there is no obligation to update or revise them in light of future developments.

The plans of Saba and the Board are based on publicly disclosed information only and are therefore accordingly qualified in their entirety and subject to change.