UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

   

Investment Company Act file number

811-21650


     

ASA Gold and Precious Metals Limited

(Exact name of registrant as specified in charter)

 

400 S. El Camino Real, Suite 710, San Mateo, CA

 

94402

(Address of principal executive offices)

 

(Zip code)

 

JP Morgan Chase Bank, N.A.

3 MetroTech Center, 6th Floor

Brooklyn, New York 11245

(Name and address of agent for service)


   

Registrant’s telephone number, including area code:

650-376-3135


   

Date of fiscal year end:

November 30

 

Date of reporting period: 

May 31, 2018

 

Gold and Precious Metals Limited

 

Letter to Shareholders

 

During the six-month fiscal period ended May 31, 2018, the gold price increased 1.6%, outperforming most gold mining equities. We believe the gold price generally found support from investors seeking to hedge the U.S. dollar, inflation, or political risk. These investors appeared to be averse to the additional risk associated with mining equities, which may have contributed to the underperformance of the mining equities. The lack of investment demand for mining shares during the first half of this year left companies trading at a discount to historic valuation multiples. With many of these companies beginning to demonstrate notable improvements in lowering costs, increasing dividends and better capital discipline, investors may begin to recognize their value. During the remainder of 2018 we believe this disconnect between the performance of the gold mining equities and the gold price will begin to correct.

 

ASA Gold and Precious Metals Limited (“ASA” or the “Company”) reported a net asset value (“NAV”) of $12.11 per share at May 31, 2018, for a six-month total return of negative 4.1% versus a total return of negative 1.1% for the FTSE Gold Mines Total Return Index (the “FTGMI”). ASA’s overweight positions in some smaller developers and royalty companies combined with its underweight exposure to Australian gold miners accounted for the underperformance during the period. The ASA share price closed at $10.40, a total return of negative 5.7% for the six-month period ending May 31, 2018.

 

The discount at which ASA’s shares traded in the market ended the first half of fiscal 2018 at 14.1%, an increase from 12.7% at the beginning of the fiscal year. During this period, the discount averaged 13.4% and reached a high of 14.4% and a low of 12.6%. The Board of Directors (the “Board”) monitors the Company’s share price and discount to NAV per share on an ongoing basis and has, in the past, authorized tender offers and created a Share Repurchase Program. The Board does not believe that either a tender offer or share repurchases would benefit shareholders, or accomplish a meaningful narrowing of the discount at this time.

 

During the last six months, ASA distributed $0.02 per share to shareholders, the same distribution as during the first six months of 2017.

 

Industry Trends

 

Numerous factors influence investment demand for gold, including political unrest, interest rates, fluctuations in the U.S. dollar and concerns about world economic stability. We believe fluctuation of the U.S. dollar was a dominant influence on the investment demand for gold bullion at the beginning of 2018. U.S. dollar strength, on the back of positive U.S. economic news and record low levels of unemployment, pushed the U.S. dollar higher in January 2018, but concerns about a trade war and political unrest with other nations caused the U.S. dollar to trade flat to down from February through May of 2018. The inverse correlation of the gold price to the U.S. dollar was highly evident during the first half of 2018 as movements in the gold price largely mirrored shifts in the U.S. dollar as illustrated in Chart 1 below.

 

1

 

For the remainder of 2018 we anticipate that the inverse relationship between gold and the U.S. dollar will continue due to ongoing market concerns regarding tariffs, protectionist policies, and political instability in the world. We believe this high correlation also suggests that gold remains a relevant and popular investment vehicle for investors navigating the current markets. Investors around the world may continue to look to gold to offset currency risk in their native countries and to diversify their holdings.

 

Gold mining equities have underperformed the gold price in the first half of 2018. We believe that investors looking for safe haven investments, particularly those in Europe and Asia, have preferred bullion over mining companies as they have been looking to offset currency risk. We have seen this trend in the past and believe that it is temporary as the discounted valuation of equities, and higher return potential, should attract investors. We expect that those companies making prudent investments and continuing to reduce costs will be the primary beneficiaries when investor interest shifts.

 

Chart 1: Performance of Gold vs. the U.S. Dollar Index (11/30/2017 – 5/31/2018)

 

 

Source: ASA, Bloomberg

 

2

 

Portfolio Changes

 

Two new positions were added to the portfolio during the first half of 2018, IAMGOLD Corp. and Golden Star Resources Ltd. ASA previously invested in both of these companies and has chosen to reinvest as future prospects, management and/or balance sheets are substantially improved.

 

IAMGOLD operates gold mines on three different continents, making it geographically diversified. The company maintains one of the strongest balance sheets in the industry, which should allow management to develop the new Saramacca discovery in Suriname with minimum financing risk. Management of IAMGOLD has shown discipline in its recent investments and delivered positive free cash flow from its operations, which we anticipate will continue.

 

Golden Star has two assets in Ghana. While the projects have been in operation for years, recent changes in the mining methods employed at both assets have improved the outlook of these mines. Management of Golden Star is now focused on higher grade, lower volume and more profitable production from its underground mines. Over the next year, we anticipate Golden Star will ramp up the projects and start to add cash to its balance sheet, which we expect will support a higher market valuation.

 

During the first half of fiscal 2018, ASA reduced its investment in Randgold Resources Limited and Guyana Goldfields Inc. and sold entirely the position in Eldorado Gold Corporation. Generally, there are three primary reasons ASA sells assets: a company is trading at an excessive valuation, ASA has become overweight an investment and desires to rebalance, or there has been a fundamental change in the company that no longer supports the investment thesis.

 

ASA’s sales of Randgold Resources and Guyana Goldfields resulted from our significant overweight position in these issuers, combined with each company’s relatively rich valuation. ASA’s investment in Eldorado Gold was sold during the first half of this year due to a change in investment outlook. Eldorado has been experiencing significant delays with its development projects in Greece as well as operating problems at their primary asset in Turkey.

 

Management appreciates the continued support of the Board of Directors and our shareholders. For investors wishing for more information on ASA Gold and Precious Metals Limited, we encourage you to visit the Company’s website (www.asaltd.com) or to call the Company directly at (650) 376-3135 or (800) 432-3378.

 

David Christensen
President, Chief Executive Officer and Chief Investment Officer
July 12, 2018

 

3

 

Forward-Looking Statements

 

This shareholder letter includes forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company’s actual performance or results may differ from its beliefs, expectations, estimates, goals and projections, and consequently, investors should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and generally can be identified by words such as “believe,” “anticipate,” “estimate,” “expect,” “intend,” “should,” “may,” “will,” “seek,” or similar expressions or their negative forms, or by references to strategy, plans, goals or intentions. The absence of these words or references does not mean that the statements are not forward-looking. The Company’s performance or results can fluctuate from month to month depending on a variety of factors, a number of which are beyond the Company’s control and/or are difficult to predict, including without limitation: the Company’s investment decisions, the performance of the securities in its investment portfolio, economic, political, market and financial factors, and the prices of gold, platinum and other precious minerals that may fluctuate substantially over short periods of time. The Company may or may not revise, correct or update the forward-looking statements as a result of new information, future events or otherwise.

 

The Company concentrates its investments in the gold and precious minerals sector. This sector may be more volatile than other industries and may be affected by movements in commodity prices triggered by international monetary and political developments. The Company is a non-diversified fund and, as such, may invest in fewer investments than that of a diversified portfolio. The Company may invest in smaller-sized companies that may be more volatile and less liquid than larger more established companies. Investments in foreign securities, especially those in the emerging markets, may involve increased risk as well as exposure to currency fluctuations. Shares of closed-end funds frequently trade at a discount to net asset value. All performance information reflects past performance and is presented on a total return basis. Past performance is no guarantee of future results. Current performance may differ from the performance shown.

 

This shareholder letter does not constitute an offer to sell or solicitation of an offer to buy any securities.

 

4

 

Performance Returns (Unaudited)

 

Average Annual Total Returns

For the periods ended May 31, 2018

 

   1 Year  3 Year  5 Year  10 Year  
ASA Gold and Precious Metals - NAV  -9.87%  1.26%  -4.48%  -7.33%  
ASA Gold and Precious Metals - Share Price  -12.14%  -0.47%  -5.68%  -8.00%  
FTSE Gold Mines Total Return Index (1)  -3.57%  6.98%  -3.56%  -5.86%  

 

The performance data quoted represent past performance and do not indicate future results. Current performance may be lower or higher than the performance data quoted. For more current performance data, please visit http://www.asaltd.com/investor-information/factsheets.

 

The results shown in the table reflect the reinvestment of income dividends and other distributions, if any. The results do not reflect the effect of taxes a shareholder would pay on Company distributions or on the sale of the Company’s common shares.

 

The investment return and market price will fluctuate and the Company’s common shares may trade at prices above or below NAV. The Company’s common shares, when sold, may be worth more or less than their original cost.

 

 
(1)The FTSE Gold Mines Total Return Index encompasses all gold mining companies that have a sustainable, attributable gold production of at least 300,000 ounces a year and that derive 51% or more of their revenue from mined gold. Please note that the Index is unmanaged, and does not take into account any fees and expenses or any tax consequences of investing in the individual securities that it tracks and one cannot invest directly in the index. The Company does not attempt to replicate the index. The index generally does not reflect investments in other precious metals companies (e.g., silver, platinum, and diamonds) in which the Company invests. Data about the performance of this index are prepared or obtained by Management and include reinvestment of all income dividends and other distributions, if any. The Fund may invest in securities not included in the index and generally does not invest in all securities included in the index.

 

For more complete information about the Company, please call us directly at 1-800-432-3378, or visit the Company’s website at www.asaltd.com.

 

5

 

Certain Investment Policies and Restrictions

 

The following is a summary of certain of the Company’s investment policies and restrictions and is subject to the more complete statements contained in documents filed with the Securities and Exchange Commission.

 

The concentration of investments in a particular industry or group of industries. It is a fundamental policy (i.e., a policy that may be changed only by shareholder vote) of the Company that at least 80% of its total assets 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. Compliance with the percentage limitation relating to the concentration of the Company’s investments will be measured at the time of investment. If investment opportunities deemed by the Company to be attractive are not available in the types of securities referred to in the preceding paragraph, the Company may deviate from the investment policy outlined in that paragraph and make temporary investments of unlimited amounts in securities issued by the U.S. Government, its agencies or instrumentalities or other high quality money market instruments.

 

The percentage of voting securities of any one issuer that the company may acquire. It is a non-fundamental policy (i.e., a policy that may be changed by the Board of Directors) of the Company that the Company shall not purchase a security if, at the time of purchase, more than 20% of the value of its total assets would be invested in securities of the issuer of such security.

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of ASA Gold and Precious Metals Limited

 

Results of Review of Interim Financial Information

 

We have reviewed the statements of assets and liabilities of ASA Gold and Precious Metals Limited (the “Company”), including the schedules of investments, as of May 31, 2018 and May 31, 2017, and the related statements of operations for the six month periods ended May 31, 2018 and May 31, 2017, the statement of changes in net assets for the six month period ended May 31, 2018, the financial highlights for the six month periods ended May 31, 2018 and May 31, 2017, and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statement of changes in net assets for the year ended November 30, 2017 and the financial highlights for each year in the five year period ended November 30, 2017; and in our report dated January 18, 2018, we expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Review Results

 

These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

 

 

Tait, Weller & Baker LLP
Philadelphia, Pennsylvania
July 12, 2018

 

6

 

Schedules of Investments (Unaudited)

May 31, 2018 and May 31, 2017

       2018           2017     
           Percent          Percent
   Shares/       of Net  Shares/       of Net
Name of Company  Warrants   Value   Assets  Warrants   Value   Assets
Common Shares                              
Gold and Silver Investments                              
Gold mining, exploration, development and royalty companies
Australia                              
Newcrest Mining Limited   1,015,000   $15,965,950    6.8%   1,015,000   $16,021,775    6.2%
Perseus Mining Limited, (1)               7,067,700    1,544,195    0.6 
         15,965,950    6.8         17,565,970    6.8 
Canada                              
Agnico Eagle Mines Limited   450,000    20,227,500    8.7    450,000    21,784,500    8.4 
Alacer Gold Corp., (1)   2,500,000    4,592,467    2.0    2,500,000    3,666,124    1.4 
Alamos Gold Inc.   875,000    4,842,351    2.1    875,000    5,890,794    2.3 
Asanko Gold Inc., (1)               1,825,000    2,354,250    0.9 
Atlantic Gold Corporation – 144A, (1)(2)   2,750,000    4,096,558    1.8    2,750,000    2,953,266    1.1 
B2Gold Corp., (1)   1,594,338    4,368,555    1.9    1,594,338    4,002,967    1.5 
Barrick Gold Corporation   1,125,000    14,838,750    6.4    1,125,000    18,607,500    7.2 
Belo Sun Mining Corp., (1)   2,600,000    421,426    0.2    2,600,000    1,078,359    0.4 
Detour Gold Corporation, (1)   450,000    3,560,127    1.5    450,000    5,825,804    2.2 
Eldorado Gold Corporation, (3)               650,000    1,982,500    0.8 
Franco-Nevada Corporation   160,000    11,291,139    4.8    160,000    11,953,192    4.6 
Goldcorp Inc.   932,400    13,351,968    5.7    932,400    12,671,316    4.9 
Golden Star Resource Ltd., (1)   2,900,000    2,038,700    0.9             
Guyana Goldfields Inc., (1)   619,500    2,338,187    1.0    807,300    3,234,701    1.2 
IAMGOLD Corp., (1)   350,000    2,184,000    0.9             
Integra Gold Corp., (1)               4,957,000    3,891,586    1.5 
Kinross Gold Corporation, (1)   800,000    2,880,000    1.2    800,000    3,448,000    1.3 
New Gold Inc., (1)   500,000    1,145,000    0.5    500,000    1,445,000    0.6 
OceanaGold Corporation   2,654,013    6,534,657    2.8    2,204,013    7,427,240    2.9 
Pretium Resources Inc., (1)   725,000    5,234,500    2.2    625,000    5,593,750    2.2 
Roxgold Inc., (1)   2,827,200    2,662,229    1.1    2,827,200    2,554,573    1.0 
Semafo Inc., (1)   900,000    2,452,146    1.0    900,000    1,833,062    0.7 
Tahoe Resources Inc.   708,200    3,711,545    1.6    708,200    6,273,198    2.4 
TMAC Resources Inc., (1)   26,500    125,382    0.1    26,500    322,663    0.1 
TMAC Resources Inc. – 144A, (1)(2)   185,000    875,309    0.4    185,000    2,252,555    0.9 
Torex Gold Resources Inc., (1)   330,000    3,224,606    1.4    280,000    4,682,566    1.8 
Torex Gold Resources Inc. – 144A, (1)(2)   130,000    1,270,299    0.5    125,000    2,090,431    0.8 
         118,267,401    50.6         137,819,896    53.0 
Cayman Islands                              
Endeavour Mining Corporation, (1)   250,000    4,339,688    1.9    250,000    3,943,860    1.5 
Channel Islands                              
Lydian International Limited, (1)   1,780,000    467,119    0.2    1,780,000    421,863    0.2 
Lydian International Limited – 144A, (1)(2)   12,593,775    3,304,942    1.4    6,879,300    1,630,407    0.6 
Randgold Resources Limited – ADRs   229,100    18,218,032    7.8    254,100    24,093,762    9.3 
         21,990,094    9.4         26,146,033    10.1 
Peru                              
Compañia de Minas Buenaventura S.A.A. – ADRs   699,000    10,813,530    4.6    699,000    8,695,560    3.3 
South Africa                              
AngloGold Ashanti Limited   898,420    7,744,380    3.3    898,420    10,233,004    3.9 
Gold Fields Limited   1,029,577    3,675,590    1.6    1,029,577    3,685,886    1.4 
Sibanye-Stillwater   1,092,174    704,452    0.3    1,029,577    1,302,415    0.5 
         12,124,423    5.2         15,221,304    5.9 
United States                              
Newmont Mining Corporation   570,368    22,204,426    9.5    570,368    19,478,067    7.5 
Royal Gold, Inc.   190,000    17,035,400    7.3    190,000    15,279,800    5.9 
         39,239,826    16.8         34,757,867    13.4 
Total gold mining, exploration, development and royalty companies
(Cost $194,160,880 – 2018, $207,717,504 – 2017)
   222,740,912    95.3         244,150,490    93.9 

 

7

 

Schedules of Investments (Unaudited) (continued)

May 31, 2018 and May 31, 2017

       2018           2017     
           Percent          Percent
   Shares/       of Net  Shares/       of Net
Name of Company  Warrants   Value   Assets  Warrants   Value   Assets
Silver mining, exploration and development companies
Canada                              
MAG Silver Corp., (1)   325,000   $3,790,329    1.6%   275,000   $3,311,732    1.3%
Total silver mining, exploration and development companies
(Cost $2,541,688 – 2018, $2,007,500 – 2017)
   3,790,329    1.6         3,311,732    1.3 
Total gold and silver investments
(Cost $196,702,568 – 2018, $209,725,004 – 2017)
   226,531,241    97.0         247,462,221    95.1 
Diamond Mining, Exploration and Development Companies
Bermuda                              
Petra Diamonds Limited, (1)   1,000,000    823,532    0.4    1,000,000    1,672,028    0.6 
Canada                              
Stornoway Diamond Corporation, (1)   1,389,500    520,151    0.2    1,389,500    843,868    0.3 
Stornoway Diamond Corporation – 144A, (1)(2)   9,698,550    3,630,593    1.6    9,698,550    5,890,099    2.3 
         4,150,744    1.8         6,733,966    2.6 
Total diamond mining, exploration and development companies
(Cost $10,222,660 – 2018, $10,222,660 – 2017)
   4,974,277    2.1         8,405,994    3.2 
Total common shares
(Cost $206,925,229 – 2018, $219,947,665 – 2017)
   231,505,517    99.1         255,868,215    98.4 
Warrants                              
Gold mining, exploration, development and royalty companies                       
Channel Islands                              
Lydian International Limited,
C$0.36 Warrants, 11/27/2017, (1)
               585,000    8,665    0.0 
Lydian International Limited,
C$0.36 Warrants, 11/27/2017 – 144A, (1)(2)
               5,159,475    76,425    0.0 
                      85,091    0.0 
Total gold mining, exploration, development and royalty companies
(Cost $0 – 2018, $260,780 – 2017)
                85,091    0.0 
Total warrants
(Cost $0 – 2018, $260,780 – 2017)
                85,091    0.0 
Total investments
(Cost $206,925,229 – 2018, $220,208,445 – 2017), (4)
   231,505,517    99.1         255,953,306    98.4 
Cash, receivables, and other assets less liabilities   2,118,903    0.9         4,189,983    1.6 
Net assets       $233,624,421    100.0%       $260,143,288    100.0%

 

(1)Non-income producing security.
(2)Restricted security.
(3)Non-income producing security in 2018 only.
(4)Cost of investments shown approximates adjusted basis for U.S. federal income tax purposes, determined in accordance with U.S. federal income tax principles. Gross unrealized appreciation of investments and gross unrealized depreciation of investments at May 31, 2018 were $73,471,559 and $48,891,271, respectively, resulting in net unrealized appreciation on investments of $24,580,288. Gross unrealized appreciation of investments and gross unrealized depreciation of investments at May 31, 2017 were $83,063,639 and $47,318,778, respectively, resulting in net unrealized appreciation on investments of $35,744,861.

 

ADR – American Depository Receipt.

 

May not total due to independent rounding.

 

The notes to financial statements form an integral part of these statements.

 

8

 

Portfolio Statistics (Unaudited)

May 31, 2018 and May 31, 2017

Geographic Breakdown*  2018  2017  
Australia  6.8%  6.8%  
Bermuda  0.4%  0.6%  
Canada  54.0%  56.8%  
Cayman Islands  1.9%  1.5%  
Channel Islands  9.4%  10.1%  
Peru  4.6%  3.3%  
South Africa  5.2%  5.9%  
United States  16.8%  13.4%  
Cash  0.9%  1.6%  
   100.0%  100.0%  

 

*Geographic breakdown, which is based on company domiciles, is expressed as a percentage of total net assets including cash.

Percentage totals may not equal 100% due to independent rounding.

 

Principal Portfolio Changes in Shares During the Six Month Periods Ended (Unaudited)

May 31, 2018 and May 31, 2017

 

   2018 2017
Investments  Increase  Decrease  Increase  Decrease
Agnico Eagle Mines Limited           25,000
Alacer Gold Corp.        2,500,000   
Alamos Gold Inc.        275,000   
Asanko Gold Inc.        400,000   
Atlantic Gold Corporation – 144A, (1)           250,000
Barrick Gold Corporation           150,000
Eldorado Gold Corporation     1,296,570      
Endeavour Mining Corporation        250,000   
Golden Star Resources Ltd.  2,900,000         
Guyana Goldfields Inc.     50,000  200,000  250,000
IAMGOLD Corp.  350,000         
Integra Gold Corp        707,000   
Newcrest Mining Limited           200,000
Newmont Mining Corporation           125,000
OceanaGold Corporation        1,150,000   
Pretium Resources Inc.        325,000   
Randgold Resources Limited – ADRs     25,000     28,000
Roxgold Inc.        303,800   
Sibanye Gold Limited, R11.28 Rights, 06/09/2017, (2)        1,323,741  1,323,741
Stillwater Mining Co.           375,000
Torex Gold Resources Inc. – 144A, (1)  5,000         
  
(1)Restricted security.
(2)On May 26, 2017, Sibanye conducted a Right Offer in which 9 Sibanye Gold Limited, R11.28 Rights, 06/09/2017 were issued for every 7 Sibanye Gold Limited shares held.

 

9

 

Statements of Assets and Liabilities (Unaudited)

May 31, 2018 and May 31, 2017

 

Assets  2018   2017 
Investments, at value          
Cost $206,925,229 in 2018          
            $220,208,445 in 2017  $231,505,517   $255,953,306 
Cash   2,950,744    5,123,240 
Dividends receivable, net of withholding taxes payable   62,438    59,063 
Other assets   120,445    119,933 
           
Total assets  $234,639,144   $261,255,542 
           
Liabilities          
Accrued affiliate expenses  $438,702   $447,820 
Accounts payable and accrued liabilities   142,343    154,739 
Liability for retirement benefits due to current and future retired directors   433,679    509,695 
           
Total liabilities  $1,014,724   $1,112,254 
           
Net Assets  $233,624,421   $260,143,288 
           
Common shares $1 par value
Authorized: 40,000,000 shares
Issued and Outstanding: 19,289,905 shares
  $19,289,905   $19,289,905 
Share premium (capital surplus)   1,372,500    1,372,500 
Undistributed net investment income (loss)   6,399,778    8,707,671 
Undistributed net realized gain (loss) from investments   301,016,468    313,985,787 
Undistributed net realized gain (loss) from foreign currency transactions   (119,034,518)   (118,957,436)
Net unrealized appreciation (depreciation) on investments   24,580,288    35,744,861 
Net unrealized gain (loss) on translation of assets and liabilities in foreign currency        
           
Net assets  $233,624,421   $260,143,288 
           
Net asset value per share  $12.11   $13.49 

 

The closing price of the Company’s shares on the New York Stock Exchange was $10.40 and $11.88 on May 31, 2018 and May 31, 2017, respectively.

 

The notes to financial statements form an integral part of these statements.

 

10

 

Statements of Operations (Unaudited)

For the six months ended May 31, 2018 and May 31, 2017

 

   2018   2017 
Investment income          
Dividend income (net of withholding taxes of $163,344 and $181,344 respectively, and ADR fees of $4,582 and $5,082, respectively)  $1,013,729   $921,231 
Total investment income   1,013,729    921,231 
Expenses          
Shareholder reports and proxy expenses   63,872    72,804 
Directors’ fees and expenses   115,768    115,379 
Retired directors’ fees   33,750    41,250 
Investment research   486,369    570,812 
Administration and operations   587,024    533,146 
Fund accounting   83,288    83,288 
Transfer agent, registrar and custodian   69,975    70,970 
Legal fees   73,428    82,683 
Audit fees   27,500    27,500 
Professional fees – other   1,000    1,000 
Insurance   78,733    83,003 
Dues and listing fees   12,500    12,500 
Depreciation expense       1,264 
Total expenses   1,633,207    1,695,599 
Change in retirement benefits due to directors   (52,883)   (74,923)
Net expenses   1,580,324    1,620,676 
Net investment income (loss)   (566,595)   (699,445)
Net realized and unrealized gain (loss) from investments and foreign currency transactions          
Net realized gain (loss) from investments           
Proceeds from sales   3,846,208    21,239,525 
Cost of securities sold   9,586,837    20,976,101 
Net realized gain (loss) from investments   (5,740,629)   263,424 
Net realized gain (loss) from foreign currency transactions           
Investments   39,542    321,548 
Foreign currency   (574)   (6,994)
Net realized gain (loss) from foreign currency transactions   38,968    314,554 
Net increase (decrease) in unrealized appreciation (depreciation) on investments          
Balance, beginning of period   28,503,384    18,323,599 
Balance, end of period   24,580,288    35,744,861 
Net increase (decrease) in unrealized appreciation (depreciation) on investments   (3,923,096)   17,421,262 
Net unrealized gain (loss) on translation of assets and liabilities in foreign currency       5 
Net realized and unrealized gain (loss) from investments and foreign currency transactions   (9,624,757)   17,999,245 
Net increase (decrease) in net assets resulting from operations  $(10,191,352)  $17,299,800 

 

The notes to financial statements form an integral part of these statements.

 

11

 

Statements of Changes in Net Assets

 

   Six Months Ended   
   May 31, 2018  Year Ended
   (Unaudited)  November 30, 2017
Net investment income (loss)  $(566,595)  $(1,669,147)
Net realized gain (loss) from investments   (5,740,629)   (6,965,266)
Net realized gain (loss) from foreign currency transactions   38,968    198,504 
Net increase (decrease) in unrealized appreciation (depreciation) on investments   (3,923,096)   10,179,785 
Net unrealized gain (loss) on translation of assets and liabilities in foreign currency       5 
Net increase (decrease) in net assets resulting from operations   (10,191,352)   1,743,881 
Dividends paid/payable           
From net investment income   (385,798)   (771,596)
Net increase (decrease) in net assets   (10,577,150)   972,285 
Net assets, beginning of period   244,201,571    243,229,286 
Net assets, end of period (including undistributed net investment income of $6,399,778 as of May 31, 2018 and $7,352,171 as of November 30, 2017)  $233,624,421   $244,201,571 

 

The notes to financial statements form an integral part of these statements.

 

12

 

Notes to Financial Statements (Unaudited)

 

Six months ended May 31, 2018 and May 31, 2017

 

1. Organization

 

ASA Gold and Precious Metals Limited (the “Company”) is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and was organized as an exempted limited liability company under the laws of Bermuda.

 

2. Investment objective and strategy

 

The Company is a non-diversified, closed-end, internally managed fund that seeks long-term capital appreciation primarily through investing in companies engaged in the exploration for, development of projects or mining of precious metals and minerals.

 

It is a fundamental policy of the Company 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.

 

The Company employs bottom-up fundamental analysis and relies on detailed primary research including meetings with company executives, site visits to key operating assets, and proprietary financial analysis in making its investment decisions.

 

3. Summary of significant accounting policies

 

The following is a summary of the significant accounting policies:

 

A. Security valuation

The net asset value of the Company generally is determined as of the close of regular trading on the New York Stock Exchange (the “NYSE”) or the Toronto Stock Exchange (the “TSX”), whichever is later, on the date for which the valuation is being made (the “Valuation Time”). Portfolio securities listed on U.S. and foreign stock exchanges generally are valued at the last reported sale price as of the Valuation Time on the exchange on which the securities are primarily traded, or the last reported bid price if a sale price is not available. Securities traded over the counter are valued at the last reported sale price or the last reported bid price if a sale price is not available. Securities listed on foreign stock exchanges may be fair valued based on significant events that have occurred subsequent to the close of the foreign markets.

 

Securities for which current market quotations are not readily available are valued at their fair value as determined in good faith by, or in accordance with procedures approved by, the Company’s Board of Directors. If a security is valued at a “fair value,” that value may be different from the last quoted price for the security. Various factors may be reviewed in order to make a good faith determination of a security’s fair value. These factors include, but are not limited to, the nature of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion rights on the security; and changes in overall market conditions.

 

Where the Company holds securities listed on foreign stock exchanges and American Depository Receipts (“ADRs”) representing these securities are actively traded in U.S. markets, the securities normally are fair valued based on the last reported sales price of the ADRs.

 

13

 

Notes to Financial Statements (Unaudited) (Continued)

 

Six months ended May 31, 2018 and May 31, 2017

 

The difference between cost and market value is reflected separately as net unrealized appreciation (depreciation) on investments. The net realized gain or loss from the sale of securities is determined for accounting purposes on the identified cost basis.

 

B. Restricted securities

At May 31, 2018 and May 31, 2017, the Company held investments in restricted securities of 5.64% and 5.72% of net assets, respectively, valued in accordance with procedures approved by the Company’s Board of Directors as follows:

 

Restricted Securities

May 31, 2018

Shares/          Value      Acquisition
Warrants   Cost   Issuer  Per Unit  Value   Date
 5,000    $51,131   Torex Gold Resources, Inc. – 144A   $9.77    $48,858   01/31/2018
 5,714,475    1,869,119   Lydian International Limited – 144A   0.26    1,499,631   11/21/2017
 1,841,350    1,490,038   Stornoway Diamond Corporation – 144A   0.37    689,298   06/21/2016
 6,879,300    1,269,275   Lydian International Limited – 144A   0.26    1,805,312   05/26/2016
 2,750,000    1,285,447   Atlantic Gold Corporation – 144A   1.49    4,096,558   05/09/2016
 185,000    898,101   TMAC Resources, Inc. – 144A   4.73    875,309   06/26/2015
 7,857,200    4,641,822   Stornoway Diamond Corporation – 144A   0.37    2,941,295   07/08/2014
 125,000    1,351,000   Torex Gold Resources, Inc. – 144A   9.77    1,221,442   01/22/2014

 

Restricted Securities

May 31, 2017

Shares/          Value      Acquisition
Warrants   Cost   Issuer  Per Unit  Value   Date
 1,841,350    $1,490,038   Stornoway Diamond Corporation – 144A   $0.61    $1,118,284   06/21/2016
 6,879,300    1,269,275   Lydian International Limited – 144A   0.24    1,630,407   05/26/2016
 5,159,475    234,540   Lydian International Limited, C$0.36 Warrants, 11/27/2017 – 144A   0.01    76,425   05/26/2016
 2,750,000    1,285,447   Atlantic Gold Corporation – 144A   1.07    2,953,266   05/09/2016
 185,000    898,101   TMAC Resources, Inc. – 144A   12.18    2,252,555   06/26/2015
 7,857,200    4,641,822   Stornoway Diamond Corporation – 144A   0.61    4,771,815   07/08/2014
 125,000    1,351,000   Torex Gold Resources, Inc. – 144A   16.72    2,090,431   01/22/2014

 

14

 

Notes to Financial Statements (Unaudited) (Continued)

 

Six months ended May 31, 2018 and May 31, 2017

 

C. Fair value measurement

In accordance with U.S. GAAP, fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. U.S. GAAP establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Company’s investments. The inputs are summarized in the three broad levels listed below.

 

  Level 1 –  unadjusted quoted prices in active markets for assets or liabilities that the Company has the ability to access.
  Level 2 – observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for identical instruments on an inactive market, prices for similar investments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.
  Level 3 – unobservable inputs for the assets or liability to the extent that relevant observable inputs are not available, representing the Company’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

15

 

Notes to Financial Statements (Unaudited) (Continued)

 

Six months ended May 31, 2018 and May 31, 2017

 

The following is a summary of the inputs used as of May 31, 2018 and May 31, 2017 in valuing the Company’s investments at fair value:

 

 

Investment in Securities

Measurements at May 31, 2018

Description (1)  Level 1   Level 2   Level 3   Total 
Common Shares                
Gold and Silver Investments                    
Gold mining, exploration, development and royalty companies  $185,103,431   $37,637,481   $   $222,740,912 
Silver mining, exploration and development companies   3,790,329            3,790,329 
Diamond Mining, Exploration and Development Companies   1,343,683    3,630,593        4,974,277 
Total Investments  $190,237,443   $41,268,074   $   $231,505,517 

 

Transfers into and out of levels are recognized at the end of the period. During the six months ended May 31, 2018, there were no transfers into and out of Levels 1, 2, and 3.

 

(1) See schedules of investments for country classifications.
   
  May not total due to independent rounding.

 

Investment in Securities

Measurements at May 31, 2017

Description (1)  Level 1   Level 2   Level 3   Total 
Common Shares                
Gold and Silver Investments                    
Gold mining, exploration, development and royalty companies  $203,980,750   $40,169,739   $   $244,150,490 
Silver mining, exploration and development companies   3,311,732            3,311,732 
Diamond Mining, Exploration and Development Companies   2,515,895    5,890,099        8,405,994 
Total Common Shares   209,808,377    46,059,838        255,868,215 
Warrants                    
Gold mining, exploration, development and royalty companies   8,665    76,425        85,091 
Total Investments  $209,817,043   $46,136,263   $   $255,953,306 

 

Transfers into and out of levels are recognized at the end of the period. During the six months ended May 31, 2017, there were no transfers into and out of Levels 1, 2, and 3.

 

(1) See schedules of investments for country classifications.
   
  May not total due to independent rounding.

 

16

 

Notes to Financial Statements (Unaudited) (Continued)

 

Six months ended May 31, 2018 and May 31, 2017

 

D. Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the rate of exchange reported one hour after the Valuation Time. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Company separately reports the effect of changes in foreign exchange rates from changes in market prices of securities held. The resulting net foreign currency gain or loss is included on the Statements of Operations. Realized foreign currency gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, fluctuation in exchange rates between the initial purchase date and subsequent sale date on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Company’s books and the U.S. dollar equivalent of the amounts actually received or paid.

 

E. Securities Transactions and Investment Income

During the six months ended May 31, 2018, sales and purchases of portfolio securities (other than temporary short-term investments) amounted to $3,846,208 and $3,985,831, respectively. During the six months ended May 31, 2017, sales and purchases of portfolio securities (other than temporary short-term investments) amounted to $21,239,525 and $18,711,966, respectively.

 

Dividend income is recorded on the ex-dividend date, net of withholding taxes or ADR fees, if any. Interest income is recognized on the accrual basis.

 

F. Dividends to Shareholders

Dividends to shareholders are recorded on the ex-dividend date. The reporting for financial statement purposes of dividends paid from net investment income and/or net realized gains may differ from their ultimate reporting for U.S. federal income tax purposes, primarily because of the separate line item reporting for financial statement purposes of foreign exchange gains or losses.

 

G. Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. It is management’s opinion that all adjustments necessary for a fair statement of the results of the interim periods presented have been made. All adjustments are of a normal recurring nature.

 

H. Basis of Presentation

The financial statements are presented in U.S. dollars.

 

I. Income Taxes

In accordance with U.S. GAAP requirements regarding accounting for uncertainties on income taxes, management has analyzed the Company’s tax positions taken on federal and state income tax returns, as applicable, for all open tax years (2014 - 2017). As of May 31, 2018 and May 31, 2017, the Company has not recorded any unrecognized tax benefits. The Company’s policy, if it had unrecognized benefits, is to recognize accrued interest and penalties in operating expenses.

 

4. Tax status of the Company

 

The Company is a “passive foreign investment company” (“PFIC”) for the U.S. federal income tax purposes and is not subject to Bermuda tax as an exempted limited liability company organized under the laws of Bermuda. Nor is the Company generally subject to U.S. federal income tax, since it is a non-U.S.

 

17

 

Notes to Financial Statements (Unaudited) (Continued)

 

Six months ended May 31, 2018 and May 31, 2017

 

corporation whose only business activity in the United States is trading in stocks or securities for its own account; under the U.S. federal tax law that activity does not constitute engaging in the conduct of a trade or business within the United States, even if its principal office is located therein. As a result, its gross income is not subject to U.S. federal income tax, though certain types of income it earns from U.S. sources (such as dividends of U.S. payors) are subject to U.S. federal withholding tax.

 

5. Exemptive order

 

The Company is a closed-end investment company and operates pursuant to an exemptive order issued by the Securities and Exchange Commission (the “SEC”) pursuant to Section 7(d) of the 1940 Act (the “Order”). The Order is conditioned upon, among other things, the Company complying with certain requirements relating to the custody of assets and settlement of securities transactions outside of the United States different than those required of other registered investment companies. These conditions make it more difficult for the Company to implement a flexible investment strategy and to fully achieve its desired portfolio diversification than if it were not subject to such requirements.

 

6. Retirement plans

 

The Company has recorded a liability for retirement benefits due to retired directors and one current director upon retirement. The liability for these benefits at May 31, 2018 and May 31, 2017 was $433,679 and $509,695, respectively. A director whose first election to the Board of Directors was prior to January 1, 2008 qualifies to receive retirement benefits if he has served the Company (and any of its predecessors) for at least twelve years prior to retirement. Directors first elected on or after January 1, 2008 are not eligible to participate in the plan.

 

7. Concentration risk

 

The Company invests at least 80% of its total assets in securities of companies engaged, directly or indirectly, in the exploration, mining or processing of gold or other precious minerals. The Company also invests a substantial portion of its assets in companies that are domiciled and/or have operations outside of the United States, including emerging market countries, such as South Africa. The Company is, therefore, subject to gold and precious metals-related risk as well as risk related to investing in foreign securities, including political, economic, regulatory, liquidity, currency fluctuation, and foreign exchange risks. The Company currently is invested in a limited number of securities and thus holds large positions in certain securities. Because the Company’s investments are concentrated in a limited number of securities of companies involved in the holding or mining of gold and other precious minerals and related activities, the net asset value of the Company may be subject to greater volatility than that of a more broadly diversified investment company.

 

8. Indemnifications

 

In the ordinary course of business, the Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown.

 

9. Compensation matters

 

For the six months ended May 31, 2018 and May 31, 2017, the aggregate remuneration paid to the Company’s officers was $1,015,792 and $1,043,892, respectively. In addition, $341,000 and $350,000, respectively was accrued for bonuses to the Company’s officers and employees. The accrued bonuses are reflected in the “Accrued affiliated expenses” on the Statements of Assets and Liabilities. The aggregate remuneration paid to the Company’s directors was $104,000 and $104,000, respectively.

 

18

 

Notes to Financial Statements (Unaudited) (Continued)

 

Six months ended May 31, 2018 and May 31, 2017

 

10. Operating lease commitment

 

In June 2017, the Company entered into a three-year operating lease agreement, commencing March 1, 2018, in San Mateo, CA for approximately 2,500 square feet to be used as office space for its employees. The lease provides for future minimum rental payments in the aggregate amount of $582,312 as of May 31, 2018. The lease contains escalation clauses relating to the tenant’s share of insurance, operating expenses and tax expenses of the lessor.

 

Future minimum rental commitments under the lease are as follows:

 

06/01/2018 - 11/30/2018  $102,530 
12/01/2018 - 11/30/2019   209,584 
12/01/2019 - 11/30/2020   215,842 
12/01/2020 - 02/28/2021   54,356 
Total  $582,312 

 

11. Share repurchase

 

The Company may from time to time purchase its common shares at a discount to NAV on the open market in such amounts and at such prices as the Company may deem advisable.

 

The Company had 19,289,905 shares outstanding as of May 31, 2018 and May 31, 2017. There were no repurchases during the six months ended May 31, 2018 and May 31, 2017.

 

12. Subsequent events

 

In accordance with U.S. GAAP provisions, management has evaluated the possibility of subsequent events existing in the Company’s financial statements through the date the financial statements were issued. The Company believes that there are no material events that would require disclosure.

 

19

 

Financial Highlights

 

   (Unaudited)
Six months ended May 31
  Year ended November 30 
Per share operating performance (1)  2018   2017   2017   2016   2015   2014   2013 
Net asset value, beginning of period   $ 12.66    $ 12.61    $ 12.61    $ 8.33    $ 11.50    $ 12.98    $ 24.18 
Net investment income (loss)   (0.03)   (0.04)   (0.09)   (0.10)   (0.09)   (0.08)   0.02 
Net realized gain (loss) from investments   (0.30)   0.01    (0.36)   (0.79)   0.13    (0.48)   (0.38)
Net realized gain (loss) from foreign currency transactions   0.00    0.02    0.01    (0.14)   (0.21)   (0.05)   (0.02)
Net increase (decrease) in unrealized appreciation on investments   (0.20)   0.91    0.53    5.35    (2.96)   (0.83)   (10.64)
Net unrealized (loss) on translation of assets and liabilities in foreign currency       0.00    0.00    0.00    (0.00)       0.00 
Net increase (decrease) in net assets resulting from operations   (0.53)   0.90    0.09    4.32    (3.13)   (1.44)   (11.02)
Dividends                                    
From net investment income   (0.02)   (0.02)   (0.04)   (0.04)   (0.04)   (0.04)   (0.18)
From net realized gain on investments                            
Net asset value, end of period   $ 12.11    $ 13.49    $ 12.66    $ 12.61    $ 8.33    $ 11.50    $ 12.98 
Market value per share, end of period   $ 10.40    $ 11.88    $ 11.05    $ 10.81    $ 7.16    $ 10.74    $ 12.78 
                                    
Total investment return                                   
Based on market price (2)   (5.70%)  (5)    10.08%  (5)   2.57%   51.50%   (33.02%)   (15.69%)   (41.07%)
Based on net asset value (3)   (4.15%)  (5)   7.13%  (5)   0.74%   51.86%   (27.20%)   (11.11%)   (45.56%)
                                    
Ratio of average net assets                                   
Expenses (4)   1.31%  (6)   1.25%  (6)   1.19%   1.26%   1.64%   1.37%   1.21%
Net investment income (loss)   (0.47%)  (6)   (0.54%)  (6)    (0.65%)   (0.79%)   (0.83%)   (0.54%)   0.11%
                                    
Supplemental data                                   
Net assets, end of period (000 omitted)  $233,624   $260,143   $244,202   $243,229   $160,744   $221,800   $250,347 
Portfolio turnover rate   2%  (5)    7%  (5)    9%   10%   10%   7%   7%
Shares outstanding (000 omitted)   19,290    19,290    19,290    19,290    19,290    19,290    19,290 

 

  (1) Per share amounts from operations have been calculated using the average shares method.
  (2) Total investment return is calculated assuming a purchase of shares at the current market price at close the day before and a sale at the current market price on the last day of each period reported. Dividends are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Company’s dividend reinvestment plan.
  (3) Total investment return is calculated assuming a purchase of shares at the current net asset value at close the day before and a sale at the current net asset value on the last day of each period reported. Dividends are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Company’s dividend reinvestment plan.
  (4) “Adviser operating expenses” impacted the expense ratio by 0.02% during fiscal year 2013. The Company’s former subsidiary, ASA Gold and Precious Metals Advisers, LLC, was discontinued on September 23, 2013.
  (5) Not annualized.
  (6) Annualized.

 

20

 

Certain Tax Information for U.S. Shareholders

 

The Company is a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In view of this, U.S. investors holding common shares in taxable accounts are strongly urged to review the important tax information regarding the consequences of an investment in the common shares of the Company, which may be found at www.asaltd.com under “Investor

Information | Taxpayer Information - PFIC”. Due to the complexity and potentially adverse effect of the applicable tax rules, U.S. shareholders are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Company and on their individual situations, and any additional informational filing requirements.


 

 

Dividend Reinvestment and Direct Stock Purchase Plan

 

Computershare Trust Company, N.A. (“Computershare”) has been authorized by the Company to offer and administer the Computershare Investment Plan, a dividend reinvestment and stock purchase plan (“CIP”) to shareholders as well as new investors or non-shareholders. Shareholders and new investors may elect to participate in the CIP by signing an enrollment form or by going to www.computershare.com/investor and following the instructions. New investors or non-shareholders must include a minimum initial investment of at least $500. Computershare as agent will apply to the purchase of common shares of the Company in the open market (i) all cash dividends (after deduction of the service charge described below) that become payable to such participant on the Company’s shares (including shares registered in his or her name and shares accumulated under the CIP) and (ii) any optional cash purchases ($50 minimum, subject to an annual maximum of $250,000) received from such participant.

 

Computershare may combine CIP participant purchase requests with other purchase requests received from other CIP participants and may submit the combined purchase requests in bulk to Computershare’s broker as a single purchase order. Purchase requests may be combined, at Computershare’s discretion, according to one or more factors such as purchase type (e.g., dividend reinvestment, one-time ACH, check, etc.), request date, or request delivery method (e.g., online, regular mail, etc.). Computershare will submit bulk purchase orders to its broker as and when required under the terms of the CIP. Computershare’s broker

may execute each bulk purchase order in one or more transactions over one or more days, depending on market conditions. Each participant whose purchase request is included in each bulk purchase order will receive the weighted average market price of all shares purchased by Computershare’s broker for such order. Any stock dividends or split shares distributed on shares held in the CIP will be credited to the participant’s account.

 

A one-time $10 enrollment fee to establish a new account for a new investor or non-shareholder will be deducted from the purchase amount. For each participant, each dividend reinvestment will entail a transaction fee of 5% of the amount reinvested, up to a maximum of $3 plus $0.03 per share purchased. Each optional cash purchase by check or one-time online bank debit will entail a transaction fee of $5 plus $0.03 per share purchased. If a participant has funds automatically deducted monthly from his or her savings or checking account, for each debit the transaction fee is $2.50 plus $0.03 per share purchased. Fees will be deducted from the purchase amount. Each batch order sale will entail a transaction fee of $15 plus $0.12 per share sold. Each market order sale will entail a transaction fee of $25 plus $0.12 per share sold. Fees are deducted from the proceeds derived from the sale. All per share fees include any brokerage commissions Computershare is required to pay. Any fractional share will be rounded up to a whole share for purposes of calculating the per share fee. Additional fees are charged by Computershare for specific shareholder requests such as copies of account statements for prior years ($10 per year


 

21

 

Dividend Reinvestment and Direct Stock Purchase Plan (continued)

 

requested) and a returned check and ACH reject fee of $25.

 

Participation in the CIP may be terminated by a participant at any time by written, telephone or Internet instructions to Computershare. Upon termination, a participant will receive a certificate for the whole number of shares credited to his or her account, unless he or she requests the sale of all or part of such shares. Dividends reinvested by a shareholder under the CIP will generally be treated for U.S. federal income tax purposes in the same manner as dividends paid to such shareholder in cash. See “Certain Tax Information for U.S. Shareholders” for more information regarding tax consequences of an investment in shares of the Company, including the effect of the

Company’s status as a PFIC. The amount of the service charge is deductible for U.S. federal income tax purposes, subject to limitations.

 

To participate in the CIP, shareholders may not hold their shares in a “street name” brokerage account.

 

Additional information regarding the CIP may be obtained from Computershare, P.O. Box 505000, Louisville, KY 40233-5000. Information may also be obtained on the Internet at www.computershare.com/investor or by calling Computershare’s Telephone Response Center at (800) 317-4445 between 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday.


 

 

Privacy Notice

 

The Company is committed to protecting the financial privacy of its shareholders.

 

We do not share any nonpublic, personal information that we may collect about shareholders with anyone, including our affiliates, except to service and administer shareholders’ share accounts, to process transactions, to comply with shareholders’ requests of legal requirements or for other limited purposes permitted by law. For example, the Company may disclose a shareholder’s name, address, social security number and the number of shares owned to its administrator, transfer agent or other service providers in order to provide the shareholder with

proxy statements, tax reporting forms, annual reports or other information about the Company. This policy applies to all of the Company’s shareholders and former shareholders.

 

We keep nonpublic personal information in a secure environment. We restrict access to nonpublic personal information to Company employees, agents and service providers who have a need to know the information based on their role in servicing or administering shareholders’ accounts. The Company also maintains physical, electronic and procedural safeguards to protect the confidentiality of nonpublic personal information.


 

22

 

Results of proposal presented at the annual general meeting of shareholders

 

The following votes were cast at the Annual General Meeting of Shareholders held on March 15, 2018:

 

Election of Directors            
   For   Against   Abstain 
             
David Christensen   6,142,576    248,217    66,282 
Gary Glynn   6,138,048    248,276    70,752 
Bruce Hansen   6,119,233    269,976    67,867 
Mary Joan Hoene   6,141,030    252,724    63,322 
Robert Pilkington   6,104,171    286,568    66,337 

 

Appointment of Independent Registered Public Accounting Firm

 

   For   Against   Abstain 
             
Tait, Weller & Baker LLP   14,441,744    371,999    174,446 

 

Form N-PX/Proxy Voting

 

The company files a list of its proxy votes with the SEC for the period of July 1 - June 30 of each year on Form N-PX. The policies and procedures used by the Company to determine how to vote proxies relating to portfolio securities and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve month period are available on the Company’s website at www.asaltd.com and on the SEC’s website at www.sec.gov. A written copy of the Company’s policies and procedures is available without charge, upon request, by calling (800) 432-3378.

 

Form N-Q/Portfolio Holdings

 

The Company files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Company’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Company’s Forms N-Q also may be reviewed and copied at the Reference Room in Washington, D.C.; information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The schedule of portfolio holdings on Form N-Q also is included in the Company’s financial statements for the first and third quarters of each fiscal year which are available on the Company’s website at www.asaltd.com.

 

Common Shares Repurchased

 

Notice is hereby given in accordance with Section 23(c) of the 1940 Act that the Company is authorized to purchase its common shares in the open market if the discount to net asset value exceeds a certain threshold as determined by the Board of Directors from time to time. The Company may purchase its common shares in such amounts and at such prices as the Company may deem advisable. There can be no assurance that such action will reduce the discount. There were no repurchases during the six months ended May 31, 2018 or May 31, 2017. The Company had 19,289,905 shares outstanding on May 31, 2018.

 

23

 

Gold and Precious Metals Limited

 

Other Information

 

Executive Office and Shareholder Services

ASA Gold and Precious Metals Limited
400 S. El Camino Real, Suite 710
San Mateo, CA 94402 U.S.A.

(800) 432-3378

 

Registered Office

Canon’s Court
22 Victoria Street
Hamilton HM 12, Bermuda

 

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP, Philadelphia, PA, U.S.A.

 

Counsel

Appleby, Hamilton, Bermuda

K&L Gates LLP, Washington, DC, U.S.A.

 

Custodian

JPMorgan Chase Bank, N.A.
New York, NY, U.S.A.

 

Fund Accountants

ALPS Alternative Investment Services, LLC
Miami, FL, U.S.A.

 

Transfer Agent

Computershare Trust Company, N.A.
P.O. Box 505000, Louisville, KY 40233-5000
(800) 317-4445

 

Website: www.asaltd.com

 

The Semi-annual and Annual Reports of the Company and the latest valuation of net assets per share may be viewed on the Company’s website or may be requested from the Executive Office (800-432-3378). Shareholders are reminded to notify Computershare of any change of address.

Gold and Precious Metals Limited

 

Semi-Annual Report
May 31, 2018

 

A Closed-End Fund
Specializing in Gold and Other
Precious Metals Investments


 
Item 2. Code of Ethics.
   
  Not applicable.
   
Item 3. Audit Committee Financial Expert.
   
  The registrant’s board of directors determined that Bruce Hansen, Chairman of the registrant’s Audit and Ethics Committee, is an “audit committee financial expert” as defined in the instructions to Item 3 of Form N-CSR. Mr. Hansen is “independent” as defined in Item 3 of Form N-CSR.
   
Item 4. Principal Accountant Fees and Services.
   
  Not applicable.
   
Item 5. Audit Committee of Listed Registrants.
   
  Not applicable.
   
Item 6. Schedule of Investments.
   
  Included as part of the report to shareholders filed under Item 1.
   
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
   
  Not applicable.
   
Item 8. Portfolio Managers of Closed-End Management Investment Companies
   
  (a) Not Applicable
   
  (b) Not applicable
   
Item 9. Purchases of Equity Securities by Closed-end Management Investment Company and Affiliated Purchasers.
   
  During the period covered by this report, there were no purchases made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under Securities Exchange Act of 1934 (the “Exchange Act”), of any common shares of the registrant.
   
Item 10. Submission of Matters to a Vote of Security Holders.
 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors since the registrant provided disclosure in response to Item 22(b)(15) of Schedule 14A in its proxy statement dated January 29, 2018.

 

Item 11. Controls and Procedures
     
  (a) The Principal Executive Officer and the Principal Financial Officer, in their capacities as principal executive officer and principal financial officer of the registrant, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective, based on their evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report.
     
  (b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
     
Item 12. Exhibits.
     
  (a)(1) Not applicable.
     
       (2) The certifications required by Rule 30a-2(a) under the 1940 Act are attached hereto.
     
       (3) Not applicable.
     
  (b) The certifications required by Rule 30a-2(b) under the 1940 Act, Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code are attached hereto. These certifications are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ASA Gold and Precious Metals Limited
 
Date: July 26, 2018 By: /s/ David Christensen
    David Christensen
    President and Chief Executive Officer
(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

Date: July 26, 2018 By: /s/ David Christensen
    David Christensen
    President and Chief Executive Officer
    (Principal Executive Officer)
 
Date: July 26, 2018 By: /s/ David Lin
    David Lin
    Chief Financial Officer and Treasurer
    (Principal Financial Officer)