ASA Gold & Precious Metals Ltd Files 8-K

TL;DR

ASA Gold & Precious Metals Ltd filed an 8-K on 8/23 for events on 8/22, involving new agreements and security holder rights changes.

AI Summary

ASA Gold & Precious Metals Limited filed an 8-K on August 23, 2024, reporting events as of August 22, 2024. The filing indicates entry into a material definitive agreement and material modifications to the rights of security holders. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by ASA Gold & Precious Metals Ltd, potentially impacting its agreements and security holder rights.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones.

Key Players & Entities

• ASA Gold & Precious Metals Limited (company) — Registrant
• August 22, 2024 (date) — Earliest event reported
• August 23, 2024 (date) — Filing date
• Bermuda (jurisdiction) — State of incorporation
• Apex Fund Services (company) — Business and mailing address provider

FAQ

Key Financial Figures

• $1.00 — h registered Common Shares, par value $1.00 per share ASA New York Stock Exchange
• $0.001 — then outstanding Rights, at a price of $0.001 per Right (payable in cash or other con

Filing Documents

• asa_8k-082224.htm (8-K) — 53KB
• ex4-1.htm (EX-4.1) — 227KB
• ex99-1.htm (EX-99.1) — 18KB
• asalogo.jpg (GRAPHIC) — 13KB
• 0001999371-24-010554.txt ( ) — 562KB
• asa-20240822.xsd (EX-101.SCH) — 3KB
• asa-20240822_lab.xml (EX-101.LAB) — 34KB
• asa-20240822_pre.xml (EX-101.PRE) — 22KB
• asa_8k-082224_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 22, 2024, the Rights Plan Committee (the " Committee ") of the Board of Directors (the " Board ") of ASA Gold and Precious Metals Limited, a Bermuda exempted limited liability company (the " Company "), authorized and declared a dividend distribution of one right (each, a " Right ") for each outstanding common share, par value $1.00 per share, of the Company (the " Common Shares "). The dividend is payable to holders of record as of the close of business on September 9, 2024 (the " Record Date "). Each Right entitles the registered holder thereof to purchase from the Company, when exercisable and subject to adjustment, one Common Share, at a purchase price of $1.00 per share, subject to adjustment (the " Purchase Price "). The description and complete terms of the Rights are set forth in a Rights Agreement (the " Rights Agreement "), dated as of August 23, 2024, between the Company and Computershare Trust Company, N.A., as rights agent. The following is a summary of the material terms of the Rights Agreement, and is qualified in its entirety by reference to the full text of the Rights Agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. Rights Certificates; Exercise Period; Term Initially, the Rights will be attached to all Common Share certificates then outstanding (or for book entry Common Shares, the Rights will be represented by notations in the respective book entry accounts), and no separate rights certificates (" Rights Certificates ") will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and a distribution date for the Rights (the " Distribution Date ") will occur upon the earlier of the (i) tenth (10th) business day following a public announcement (or, if the tenth (10th) business day after such public announcement occurs before the Record Dat

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. See the description set out under "Item 1.01 - Entry into a Material Definitive Agreement," which is incorporated by reference into this Item 3.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Rights Agreement dated as of August 23, 2024, by and between ASA Gold and Precious Metals Limited and Computershare Trust Company, N.A., as rights agent, which includes as Exhibit A the Form of Rights Certificate. 99.1 Press Release dated August 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 23, 2024 ASA GOLD AND PRECIOUS METALS LIMITED By: /s/ Axel Merk Name: Axel Merk Title: Chief Operating Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR