ASA Gold and Precious Metals : 2023 Proxy Statement - Annual Meeting

ASA GOLD AND PRECIOUS METALS LIMITED

Three Canal Plaza, Suite 600

Portland, Maine 04101

January 27, 2023

Dear Shareholder,

You are cordially invited to virtually attend the Annual General Meeting of Shareholders of ASA Gold and Precious Metals Limited (the "Company"), to be held via live webcast on March 28, 2023 (the "Meeting"). At the Meeting, you will be asked to consider: (1) the election of the Company's Board of Directors and (2) the ratification and approval of the appointment of Tait, Weller & Baker LLP as the Company's independent auditors for the fiscal year ending November 30, 2023, and the authorization of the Nominating, Audit and Ethics Committee of the Board of Directors to set the independent auditors' remuneration. The Board of Directors has considered both of these proposals and unanimously recommends that you vote FOR each proposal.

During the Meeting, management will make available the Company's audited financial statements for the fiscal year ended November 30, 2022. Further details of the business to be transacted at the Meeting can be found in the accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement. Your vote is important!

We are holding a virtual only meeting this year in order to enable participation by the broadest number of shareholders possible, to save costs compared to a physical meeting, and because we believe that a virtual format will enable shareholders to participate in the Meeting more easily. Shareholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. There will not be a physical location for our Meeting, and you will not be able to attend the Meeting in person. Additional information on how to participate in the Meeting can be found below.

Whether or not you are able to attend the virtual meeting, it is important that your shares be represented at the Meeting. Accordingly, the Company asks that you please sign, date, and return the enclosed proxy card at your earliest convenience. As an alternative to using the proxy card to vote, you may submit your proxy by telephone or via the Internet. Please follow the instructions on the enclosed proxy card.

The Board of Directors extends our appreciation for your continued support.

Sincerely yours,

Mary Joan Hoene

Chair of the Board

Please give all of this information your careful attention. It is important that your shares be represented at the Meeting. Whether or not you plan to attend the virtual Meeting, you are requested to promptly complete, sign, and return the enclosed proxy card as soon as possible. You may also vote your shares via the Internet or by telephone as discussed in the Proxy Statement. Returning a signed proxy card or authorizing a proxy by telephone or via the Internet to vote your shares will not prevent you from voting your shares during the webcast if you subsequently choose to attend the virtual Meeting, but your presence (without further action) at the virtual Meeting will not in itself constitute a revocation of a previously delivered proxy.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

While the Company strongly encourages you to read the full text of the enclosed Proxy Statement, the Company is providing the following brief overview of the proposals in the accompanying Proxy Statement in "question and answer" format, to help you better understand and vote on these proposals. Your vote is important. Please vote.

Question:	Why are you sending me this information?
Answer:	You are receiving these materials because as of the close of business on January 20, 2023 (the
	"Record Date") you owned shares of ASA Gold and Precious Metals Limited (the "Company")
	and, as a result, have the right to vote on proposals relating to the Company at the Annual General
	Meeting of Shareholders to be held on March 28, 2023 at 10:00 a.m., Eastern Time.
Question:	What proposals will be acted upon at the Meeting?
Answer:	At the Meeting, you will be asked: (i) to elect the Company's Board of Directors (the "Board"),
	and (ii) to ratify and approve the appointment of Tait, Weller & Baker LLP, an independent
	registered public accounting firm, as the Company's independent auditors for the fiscal year ending
	November 30, 2023, and to authorize the Nominating, Audit and Ethics Committee of the Board to
	set the independent auditors' remuneration.
Question:	How does the Board recommend that I vote?
Answer:	After careful consideration, the Board, which is composed of one "interested" director and four
	directors who are not "interested persons" of the Company (each, an "Independent Director") as
	that term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended
	("1940 Act"), recommends that you vote FOR each proposal.
Question:	Why did the Board of Directors decide to proceed with a virtual format for the Meeting?
Answer:	Our Meeting will be a virtual meeting format only, where shareholders may participate by
	accessing a website using the Internet. There will not be a physical meeting location. We are
	holding a virtual only meeting this year to enable participation by the broadest number of
	shareholders possible, to save costs compared to a physical meeting, and because we believe that a
	virtual format will enable shareholders to participate in the Meeting more easily. We have designed
	the virtual Meeting to provide the same rights and opportunities to participate as shareholders
	would have at an in-person meeting, including the right to vote and ask questions through the
	virtual meeting platform. A virtual meeting will also provide an additional opportunity for
	shareholders to communicate with the Board of Directors by submitting questions before and
	during the Meeting through the virtual meeting platform, and it eliminates many of the costs
	associated with hosting a physical meeting, which will benefit both our shareholders and the
	Company.
Question:	How can I view and participate in the virtual Meeting?
Answer:	Shareholders as of the Record Date are invited to attend the virtual Meeting. Shareholders may
	watch and participate in the Meeting virtually by registering at www.merkinvestments.com/asa-
	shareholder-meetingand navigating to the unique URL provided during the registration process.

Question:	When can I join the virtual Meeting?
Answer:	You may log into the Meeting platform by navigating to the unique URL provided during the
	registration process at any time prior to the commencement of the Meeting on March 28, 2023. The
	meeting will begin promptly at 10:00 a.m. Eastern Time.
Question:	How can I ask questions?
Answer:	We encourage you to submit your questions in advance of the Meeting. This may be accomplished
	by submitting your questions during the registration process identified above. Questions can also
	be submitted in writing at any time during the Meeting by clicking the "Ask a Question" button,
	typing the question into the space provided in the virtual meeting platform, and clicking the
	"Submit" button.
Question:	Why am I being asked to elect the Company's Board of Directors?
Answer:	Each of the Company's Directors serves a term of office that generally commences, and
	subsequently ends, at an Annual General Meeting of Shareholders. At its December 15, 2022
	meeting, the Board, upon Committee recommendation, nominated five individuals for election as
	Directors, Anthony Artabane, William Donovan, Bruce Hansen, Mary Joan Hoene, and Alexander
	Merk, each to hold office as a Director of the Company until the next Annual General Meeting of
	Shareholders. Messrs. Artabane, Donovan, and Hansen and Ms. Hoene are each a current
	Independent Director of the Company. Mr. Merk is a current interested Director of the Company,
	appointed in 2022.
Question:	Why are the Company's shareholders asked to ratify the Board's appointment of the
	Company's Independent Auditor and authorize the Nominating, Audit and Ethics Committee
	of the Board to set the Independent Auditor's remuneration?
Answer:	Section 89 of the Companies Act 1981 of Bermuda (the "Company Act") grants ultimate authority
	to appoint the Company's independent auditors to the shareholders of the Company. The
	independent auditor is nominated by the Nominating, Audit and Ethics Committee of the Board,
	which submits the nomination to the Board for approval and further submits to the Company's
	shareholders for approval of the appointment. The Company Act dictates that the Independent
	Auditor will hold office until the close of the next Annual General Meeting. Additionally, the
	Company Act provides that the Board may set the remuneration of an Independent Auditor
	approved by the shareholders of the Company if the shareholders authorize them to do so.
Question:	How do I vote my shares?
Answer:	Please indicate your voting instructions on the enclosed proxy card, sign and date the card, and
	return the card by mail in the postage-paid envelope provided. As an alternative to voting by mail,
	you may vote by telephone, via the Internet or at the virtual Meeting. To vote by telephone, please
	call the toll-free number listed on the proxy card. To vote via the Internet, please access the website
	listed on the proxy card. Please note that to vote by telephone or via the Internet, you will need the
	unique "control" number that appears on the enclosed proxy card.
	If you hold your shares in "street name" through a broker, bank or other nominee, you should
	contact your nominee with your instructions for voting in advance of the virtual Meeting, including
	any request that your nominee provide you with a legal proxy. If you hold your shares in "street
	name," you are strongly encouraged to vote your shares in advance of the virtual Meeting, as
	you will not be able to vote during the virtual Meeting itself unless you request and provide to
	the Company a legal proxy from your nominee. If you hold your shares directly and intend to
	vote during the virtual Meeting, please let us know by calling 1-800-432-3378. Regardless of
	whether you plan to vote during the virtual Meeting, you may be required to provide valid
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	identification, such as your driver's license or passport, and satisfactory proof of ownership of
	shares in the Company, such as your voting instruction form (or a copy thereof) or a letter from
	your broker, bank or other nominee, or other nominee statement indicating ownership as of the
	close of business on January 20, 2023.
Question:	When should I return my proxy?
Answer:	The Company would like to receive your completed, signed, and dated proxy as soon as possible.
	You may submit your proxy by mail, telephone or via the Internet. Because your vote is important
	to us, you may receive a call from the Company or Computershare Trust Company, N.A.
	("Computershare"), the Company's proxy solicitor, reminding you to vote. Quick action on your
	part may save the Company time and costs.
Question:	What if I vote but do not make specific choices?
Answer:	If you submit your proxy without marking voting selections, your shares will be voted, as
	applicable, "For" Proposals 1 and 2. If any other matter is properly presented at the Meeting, your
	proxyholder will vote your shares using his or her best judgment.
Question:	Who is paying for this proxy solicitation?
Answer:	The Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials,
	our directors, officers and service provider personnel may also solicit proxies online, by telephone
	or by other means of communication, if necessary. Directors, officers and service provider
	personnel will not be paid any additional compensation for soliciting proxies. The Company may
	also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials
	to beneficial owners.
Question:	What if I have other questions?
Answer:	If you have any questions about any proposal or need assistance voting your shares, please call
	Computershare, the Company's proxy solicitor, toll-free at 1-866-209-5784.

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ASA GOLD AND PRECIOUS METALS LIMITED

Three Canal Plaza, Suite 600

Portland, Maine 04101

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

March 28, 2023

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the "Meeting") of ASA Gold and Precious Metals Limited (the "Company") will be conducted via live webcast on March 28, 2023, at 10:00 a.m., Eastern Time, at www.merkinvestments.com/asa-shareholder-meeting, for the purpose of considering and acting upon the following business:

1. To elect the Company's Board of Directors;
2. To ratify and approve the appointment of Tait, Weller & Baker LLP, an independent registered public accounting firm, as the Company's independent auditors for the fiscal year ending November 30, 2023, and to authorize the Nominating, Audit and Ethics Committee of the Board of Directors to set the independent auditors' remuneration; and
3. Such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Board of Directors unanimously recommends that shareholders vote FOR each proposal.

During the Meeting, management will make available the Company's audited financial statements for the fiscal year ended November 30, 2022.

The Board of Directors has fixed the close of business on January 20, 2023, as the record date for the determination of the shareholders of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof.

By order of the Board of Directors,

Zachary Tackett

Secretary

January 27, 2023