EX-99.1 2 ex99-1.htm OPINION AND ORDER OF UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ASA Gold and Precious Metals Limited 8-K Exhibit 99.1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK SABA 24-CV-690 CAPITAL MASTER FUND, LTD., et al., (JGLC) Plaintiffs, OPINION AND ORDER -against- ASA GOLD AND PRECIOUS METALS, LTD., et al., Defendants. JESSICA G. L. CLARKE, United States District Judge: Beginning in the middle of 2023, Saba began to steadily increase their ownership interest in ASA’s closed-fund investment company. In the span of just a few months, Saba rapidly acquired outstanding common shares in ASA, increasing their stake from 5% to over 15%. ASA’s board of directors became concerned about Saba’s equity power creep and believed that Saba’s investment priorities did not align with their vision for the company. ASA’s board of directors also believed that Saba’s intended strategies would not maximize value for ASA’s shareholders. To halt Saba’s steady ascension, ASA’s board of directors…
Open exhibit ↗Current Report · Items 7.01, 9.01 · 8-K
ASA GOLD AND PRECIOUS METALS LIMITED
ASANYSEEQUITYCurrent
Regulation FD Disclosure
Item Regulation 7.01 FD Disclosure. On January 31, 2024, Saba Capital Master Fund, Ltd., et al., (collectively, “Plaintiff”) filed a complaint against ASA Gold and Precious Metals Limited, a Bermuda limited liability company (the “Fund”), as well as individuals who had previously served on the Board of Directors of the Fund (the “Board”) and two current Board members (collectively, “Defendants”),…
Company context
ASA is a non-diversified, closed-end fund that seeks long-term capital appreciation primarily through investing in companies engaged in the exploration for, development of projects in, or mining precious metals and minerals. It is a fundamental policy of ASA that at least 80% of its total assets must be (i) invested in common shares or securities convertible into common shares of companies engaged, directly or indirectly, in the exploration, mining or processing of gold, silver, platinum, diamonds or other precious minerals, (ii) held as bullion or other direct forms of gold, silver, platinum or other precious minerals, (iii) invested in instruments representing interests in gold, silver, platinum or other precious minerals such as certificates of deposit therefor, and/or (iv) invested in securities of investment companies, including exchange-traded funds, or other securities that seek to replicate the price movement of gold, silver or platinum bullion.
Current securities
Disclosure sections
Item 7.01Item 7.01 - Regulation FD Disclosure
Filed exhibits (2)
EX-99.2 3 ex99-2.htm JUDGMENT OF UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ASA Gold and Precious Metals Limited 8-K Exhibit 99.2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK X SABA CAPITAL MASTER FUND, LTD., et al., Plaintiffs, -against- 24 CIVIL 00690 (JGLC) JUDGMENT ASA GOLD AND PRECIOUS METALS, LTD., et al., Defendants. X It is hereby ORDERED, ADJUDGED AND DECREED: That for the reasons stated in the Court's Opinion and Order dated March 28, 2025, Plaintiffs' motion for summary judgment is GRANTED, and Defendants' motion to dismiss is DENIED as MOOT. Plaintiffs are granted judgment on the claim for rescission of the Rights Plan, and it is hereby declared that the most recent, and currently operative, December 2024 Rights Plan violates the 120-day expiration requirement of Section 18(d) of the Investment Company Act of 1940 by unlawfully extending the December 2023 Rights Plan. Accordingly, the case is closed.…
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