DFAN14A 1 p25-1065dfan14a.htm ASA GOLD & PRECIOUS METALS LTD

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

 

Filed by the Registrant o

 

Filed by a Party other than the Registrant x

 

Check the appropriate box:

 

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
x Definitive Additional Materials
o Soliciting Material Under Rule 14a-12

 

ASA Gold and Precious Metals Limited

(Name of Registrant as Specified In Its Charter)

 

Saba Capital Management, L.P.

Boaz R. Weinstein

Maryann Bruce

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 
 

Payment of Filing Fee (Check all boxes that apply):

 

x No fee required.
   
o Fee paid previously with preliminary materials.
   
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 

 

 

On April 30, 2025, Paul Kazarian (the “Petitioner”), as a director of ASA Gold and Precious Metals Limited (the “Fund”), filed a petition (the “Petition”) in the Supreme Court of Bermuda (the “Court”) against the Fund, Mary Joan Hoene, a director of the Fund, and William Donovan, a director of the Fund, seeking injunctive relief on the basis that (i) Ms. Hoene and Mr. Donovan breached their fiduciary duties to shareholders by improperly interfering with both the Fund’s 2025 annual general meeting of shareholders (the “2025 AGM”) and the special general meeting of shareholders (the “SGM”) requisitioned by funds advised by Saba Capital Management, L.P. (“Saba”).

 

The Petitioner is seeking, among other things, a Court order that (a) declares valid the Saba SGM requisition and regulates the conduct of the SGM requisitioned by Saba, including by ordering Ms. Hoene and Mr. Donovan to cooperate in Saba’s holding of the SGM and to not impede the SGM or any director elected therein, (b) declares the purported annual and special meeting requisition submitted by Ms. Hoene and Mr. Donovan and their group to be improper and invalid, (c) regulates the calling and conduct of the 2025 AGM, and (d) otherwise prohibits Ms. Hoene and Mr. Donovan from interfering with the proper conduct of the 2025 AGM and preventing their fellow directors from exercising their duties as directors of the Fund.

 

The foregoing description of the Petition is not complete and is qualified in its entirety by the full text of the Petition, which is below.