ASA Gold and Precious Metals (ASA) faces critique over Saba-led fund strategy

Rhea-AI Filing Summary

ASA Gold and Precious Metals Limited is the subject of an exempt solicitation by Alexander (Axel) Merk, former adviser to the fund and holder of over 300,000 ASA shares, or about 1.7% of the fund. Merk describes that ASA’s Saba-controlled board terminated Merk Investments’ Investment Advisory Agreement effective June 30, 2026, after which certain directors, including a Saba partner, assumed management as an internal Investment Committee. Merk highlights that in the first month after this change ASA’s market discount to net asset value widened to about -17.26%. He states that public Saba filings outline a desire to liquidate ASA’s mining portfolio, repurpose the fund as a Saba-managed vehicle, potentially as a Business Development Company, and pursue limited cash and in-kind tender offers. Merk notes ASA’s 80% precious-metals mining mandate absent shareholder approval to change it, questions an apparent pause in share repurchases, and urges that any restructuring follow, not precede, a shareholder exit at NAV, while promoting potential future Merk-managed mining strategies.

Filing Explained

The filing says ASA’s internal-management arrangement can continue without shareholder approval for only 150 days after the June 30 termination of Merk Investments’ advisory agreement—until late November—so the Board must obtain approval or change the arrangement by then.

Key Figures

Fund discount to NAV: -17.26% Merk ASA shareholding: over 300,000 shares Merk ownership percentage: 1.7% +3 more

6 metrics

Fund discount to NAV -17.26% Approximate ASA market discount reported for first month after internal Investment Committee took over

Merk ASA shareholding over 300,000 shares ASA shares personally owned by Axel Merk, described as about 1.7% of the fund

Merk ownership percentage 1.7% Approximate percentage of ASA fund represented by Axel Merk’s shareholding

Advisory termination date June 30, 2026 Effective date Merk Investments’ Investment Advisory Agreement with ASA was terminated

Internal management limit 150 days Period ASA can have advisory duties internally assigned or to another party without shareholder vote

Mining investment mandate 80% Portion of ASA holdings that must be in precious-metals mining-related securities absent shareholder approval to change

Key Terms

closed-end fund, Net Asset Value (NAV), Business Development Company, tender offer, +2 more

6 terms

closed-end fund financial

"As a closed-end fund, ASA does not trade at Net Asset Value (NAV)"

A closed-end fund is a pool of money collected from many investors to buy a diversified mix of stocks, bonds, or other assets, and it is managed by professionals. Unlike some investment options, its shares are bought and sold on stock exchanges at prices determined by supply and demand, which can be above or below the fund's actual value. This structure allows investors to buy or sell shares easily, but the value may fluctuate based on market conditions.

Net Asset Value (NAV) financial

"As a closed-end fund, ASA does not trade at Net Asset Value (NAV)"

Net asset value (NAV) is the per-share value of an investment fund calculated by totaling the fund’s assets, subtracting its liabilities, and dividing the remainder by the number of outstanding shares. Think of it like a price tag on each share of a collective piggy bank: investors use NAV to see what each share is worth, to compare funds, and, for many funds, it’s the price at which shares are bought or redeemed.

Business Development Company financial

"they would like the Fund to be a Business Development Company under Saba management"

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

"proposed "a limited cash tender offer and a limited tender offer for a proportional share""

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.

share repurchase program financial

"A legitimate reason to suspend the share repurchase program would be that material developments"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

investment mandate financial

"ASA must follow its investment mandate to invest 80% of its holdings in precious metals mining"

A written set of rules and objectives that guides how money in a fund, portfolio, or account should be managed, covering goals, allowed investments, risk limits, time horizon, and performance benchmarks. It matters to investors because it acts like a blueprint for decision-making, telling managers what they can and cannot do, which affects expected returns, risk exposure, and how outcomes are measured.

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

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Available on EDGAR 08/05/2026 - 04:30 PM Accepted by SEC EDGAR 08/05/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What is the main concern raised in the ASA (ASA) exempt solicitation?

The filer, Axel Merk, expresses concern that ASA’s Saba-controlled board ended Merk’s advisory role and that ASA’s discount to NAV widened to about -17.26% in the first month under the internal Investment Committee, while future strategy remains undisclosed.

How many ASA (ASA) shares does Axel Merk report owning?

Axel Merk reports owning over 300,000 ASA shares, described as about 1.7% of the fund. He notes that, after resigning as ASA’s COO, he no longer has to make public filings about his personal ASA transactions.

What change in management of ASA (ASA) is described in the notice?

Merk states that ASA’s Saba-controlled board terminated Merk Investments’ Investment Advisory Agreement effective June 30, 2026, after which certain fund directors, including a Saba partner, assumed responsibility for management via an internal Investment Committee.

What potential future plans for ASA (ASA) does the filer attribute to Saba’s public filings?

Based on public filings, Merk says Saba has proposed liquidating ASA’s mining portfolio, repurposing the fund as a Business Development Company under Saba management, with management fees and profit sharing, and using a limited cash and in-kind tender offer structure.

What does the notice say about ASA (ASA) share repurchases?

Merk notes he has not seen evidence of share repurchases after Merk Investments stepped down on July 1, 2026, citing the absence of recent repurchase data on ASA’s website and in Bloomberg, while allowing there may be technical reasons they are not visible.

What investment mandate for ASA (ASA) is highlighted in the solicitation?

Merk emphasizes that ASA must invest 80% of its holdings in precious-metals mining-related securities unless shareholders approve a strategy change, suggesting this constrains any rapid shift away from its traditional mining-focused portfolio without a shareholder vote.

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

You might be excused to wonder: what the hell is happening at ASA? In ASA Gold & Precious Metals Ltd.'s (NYSE:ASA) semi-annual report, Saba partner Paul Kazarian had the audacity to write: "We thank you for your continued support" having seized management of ASA wearing the hat of "Chair of the Investment Committee". The first month after pushing out Merk Investments ("Merk") as ASA's investment manager had a fitting end, with ASA's discount widening to -17.26% — that's how much "support" investors give ASA's internal Investment Committee currently managing ASA. To understand where this may be headed, start with how we got here. In case you missed it, some context: after a tenure of over seven years of delivering best-in-class performance, literally beating every peer, both absolutely and on a risk-adjusted basis, ASA's Board, with all Board members hand-picked by Saba and its Chair, a Saba partner, terminated Merk's Investment Advisory Agreement effective June 30, 2026. The reason? In the semi-annual report, the cited reason was "the Independent Directors' general reservations related to Merk's approach to portfolio risk." Fun fact:

the Board commissioned an independent risk analysis by Broadridge (that Merk only got to see the evening before the Board meeting that was to decide on the renewal of the Advisory Agreement); that report supported Merk's analysis that the Fund's performance was due to Merk's investment process rather than excessive risk taking. In any case, Saba for years complained about the Fund's discount. As a closed-end fund, ASA does not trade at Net Asset Value (NAV), but based on supply and demand in the market. Throughout Merk's tenure, the Fund's discount had gradually been narrowing. Except, that is, until Saba finally disclosed its true intentions in January, 2026, that they would like to have the Board repurpose the Fund into a Saba-managed vehicle. The Fund's discount really started blowing out in July, 2026 with Merk gone and no further communication from the Board about its intentions. Saba in June, 2026 clarified they would like the Fund to be a Business Development Company under Saba management, with profit sharing for Saba. Note that this is Saba making proposals about the Fund's future, ever more specific, but ASA's Board - with all Board members hand-picked by Saba - has remained silent. ASA's Board still has not told shareholders what it intends to do. Saba has shown its cards, however, the Board has not. Saba wants ASA's mining portfolio liquidated, the Fund repurposed, and a Saba-managed vehicle installed—with management fees and profit sharing for Saba. What does it mean when an Investment Committee with no mining expertise manages a mining fund? What can shareholders expect? ASA can temporarily assign the Advisory Agreement to someone else - or have it internally managed - but only for 150 days (late November) without going to shareholders. As I have written, shareholders have had no real voice and a vote at this stage cannot undo the damage that has been done. We don't know what ASA's Board will do, and it is possible that, in response to public pressure, they will amend their plans. My baseline has been that the Board will want to liquidate ASA's portfolio, then repurpose the Fund. However, ASA must follow its investment mandate to invest 80% of its holdings in precious metals mining related securities, unless the Board gets shareholder approval to change the Fund's strategy. Rather than guess, Merk built a dashboard to watch for style drift in real time. We only have one month of data, so it is too early to draw firm conclusions. For now, the Fund's

portfolio appears to be coasting along. The benchmark GDMNTR listed is the underlying index to GDX, the mining ETF. Source for the data is Bloomberg. To prepare the portfolio for potential liquidation, I would expect to see a trimming or elimination of some of the least liquid securities to reduce the risk of front-running in the market. Separately, a bit of a head scratcher is that we have not seen any share repurchases of ASA since Merk stepped down on July 1, 2026. Historically, the most recent calendar quarter's share repurchases were posted on ASA's website - this has not yet taken place. Share repurchases are historically also reflected in Bloomberg. Below is a chart of Bloomberg's report on shares outstanding in ASA, suggesting there might not have been any repurchases in July. In contrast, in April, when Merk was still the investment adviser, the Board felt so strongly about resuming share repurchases when the program was suspended that it issued a Form 8-K to release non-public information into the market that held up the program per Merk's standard process. So either ASA is processing repurchases sloppily, it has legal reasons to suspend the program, something else is happening, or some combination of these applies. A legitimate

reason to suspend the share repurchase program would be that material developments are underway that have not yet been disclosed to shareholders. To be clear, it is possible that repurchases have continued; there may be technical reasons why we don't see them. While the Board remains silent and share repurchases may have been paused, a different group of investors appears to be moving in. Based on my analysis of public filings, it appears some investors have bought ASA in the hope to capture the discount through a future tender offer. What Saba does with the Fund afterward may be secondary to them—but not if Saba restructures ASA first and makes all ASA shareholders bear the related costs before they are given an exit. Saba's June filing proposed "a limited cash tender offer and a limited tender offer for a proportional share of the portfolio's remaining assets." One possibility is that selected portfolio sales are being used to test liquidity and determine which assets could be included in a cash tender—and which might be left behind. That is my interpretation, not an announced Board plan. As I have written, I believe that ASA must not delay, but offer shareholders an exit at NAV now. Importantly, the Board must not restructure the Fund before allowing investors to exit. It's in Saba's interest to potentially do this later, and they may well want to participate in the tender offer themselves (so that they can redeploy their assets for future activism), but they also need the voting power of their shares to support their agenda. I am not writing this from the sidelines. I own more than 300,000 ASA shares, or about 1.7% of the Fund. After my resignation as COO of ASA, I no longer have to make

public filings about my personal transactions in ASA. If the portfolio is "coasting along" and a tender offer is forthcoming, I am currently comfortable holding my nose and continuing to hold my shares. With the discount widening, the upside potential from a tender offer is increasing. Shame on the Board, though, that they have let it come to this stage and not already offered shareholders an exit and informed shareholders of their plans. Saba likes to portray itself as acting in the interest of shareholders, closing discounts. As this episode at ASA should make abundantly clear, Saba seemingly couldn't care less about other investors, but does like the prospect of amassing more assets to increase its management fees. Many ASA shareholders have asked what comes next if Saba and its Board liquidate or repurpose the Fund. Merk will not abandon investors seeking serious precious-metals mining exposure. If you want to explore a future Merk-managed mining strategy, register your potential interest at saveasa.com/register. (*) Axel Merk Register your potential interest in a future Merk-managed mining strategy, so you don't miss out: saveasa.com/register * The online registration is to indicate potential interest only. More information about a potential Merk-managed mining strategy will be provided at a later date. The past performance of ASA does not guarantee the future results of another Merk-managed strategy. As of this writing, ASA's Board has not announced how it will proceed. On June 30, 2026, Merk concluded its management of ASA after the Saba-controlled Board terminated Merk's Investment Advisory Agreement. Certain Fund directors, including a Saba partner, have assumed responsibility for ASA's management. 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 on this website constitutes an offer to sell, or a solicitation of an offer to buy, any securities. The information presented on this website 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. This website may include forward-looking statements that 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. Actual outcomes may differ materially from those discussed. 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. This site and its content have not been approved by ASA Gold & Precious Metals Ltd. ("ASA" or the "Fund"). Certain links may direct users to third-party websites or filings with the U.S. Securities and Exchange Commission ("SEC"). These materials are provided solely for convenience and informational purposes and are not incorporated by reference into any proxy materials. No responsibility is taken for the accuracy or content of third-party sources, and no obligation exists to provide updated information if it subsequently becomes incorrect in the future.

Gold Diggers Without Mining Expertise: ASA ASA's portfolio is coasting. The discount is not. You might be excused to wonder: what the hell is happening at ASA? In ASA Gold & Precious Metals Ltd.'s (NYSE:ASA) semi-annual report, Saba partner Paul Kazarian had the audacity to write: "We thank you for your continued support" having seized management of ASA wearing the hat of "Chair of the Investment Committee". The first month after pushing out Merk Investments ("Merk") as ASA's investment manager had a fitting end, with ASA's discount widening to -17.26% - that's how much "support" investors give ASA's internal Investment Committee currently managing ASA. How We Got Here What Happens at ASA Now? Is the Portfolio Already Changing? The Coattail Raiders Move In and more.... Click here to read Gold Diggers Without Mining Expertise: ASA. Gold Diggers Without Mining Expertise: ASA Best wishes, Axel Merk Register your potential interest in a future Merk-managed mining strategy, so you don't miss out: saveasa.com/register * The online registration is to indicate potential interest only. More information about a potential Merk-managed mining strategy will be provided at a later date. The past performance of ASA does not guarantee the future results of another Merk-managed strategy. As of this writing, ASA's Board has not announced how it will proceed. On June 30, 2026, Merk concluded its management of ASA after the Saba-controlled Board terminated Merk's Investment Advisory Agreement. Certain Fund directors, including a Saba partner, have assumed responsibility for ASA's management.

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 resigned as Chief Operating Officer of ASA in June 2026. Nothing on this website constitutes an offer to sell, or a solicitation of an offer to buy, any securities. The information presented on this website 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. This website may include forward-looking statements that 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. Actual outcomes may differ materially from those discussed. 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. This site and its content have not been approved by ASA Gold & Precious Metals Ltd. ("ASA" or the "Fund"). Certain links may direct users to third-party websites or filings with the U.S. Securities and Exchange Commission ("SEC"). These materials are provided solely for convenience and informational purposes and are not incorporated by reference into any proxy materials. No responsibility is taken for the accuracy or content of third-party sources, and no obligation exists to provide updated information if it subsequently becomes incorrect in the future.     Merk Investments LLC, 555 Bryant St #455, Palo Alto, CA 94301