Caro Holdings Announces Asset Purchase and Framework for Acquisition of Goldrange Resources Corp

Rhea-AI Summary

Caro Holdings (OTC:CAHO) agreed to purchase a 49% undivided interest in Goldrange Resources’ Tanzanian gold project, which includes a 90% interest in two prospecting permits and eight small-scale mining claims.

Caro will issue 20,000,000 shares at a deemed US$0.50 and use efforts to raise at least US$1,000,000 for drilling and exploration. Closing is targeted by June 30, 2026, subject to customary conditions. The Agreement also outlines a potential future acquisition of 100% of Goldrange’s equity for additional Caro shares, based on fair market value, but this remains subject to significant conditions and approvals with no assurance of completion.

Positive

• Agreed purchase of 49% interest in Tanzanian gold project
• Consideration valued at US$10,000,000 via 20,000,000 Caro shares
• Commitment to seek at least US$1,000,000 for drilling and exploration
• Framework for possible 100% acquisition of Goldrange equity

Negative

• Issuance of 20,000,000 new shares creates potential shareholder dilution
• Future 100% Goldrange acquisition is subject to significant closing conditions
• No assurance that the contemplated acquisition will be completed

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SHEFFIELD, UK / ACCESS Newswire / June 12, 2026 / Caro Holdings Inc. (OTCID:CAHO) ("Caro") today announced it has entered into an Asset Purchase and Acquisition Agreement (the "Agreement") with Goldrange Resources Corp, a private Toronto-based gold exploration company with assets in Tanzania ("Goldrange").

Pursuant to the Agreement, Caro will acquire a 49% undivided interest (the "Purchased Assets") in Goldrange's rights in properties located in the Bukombe and Chato Districts of Tanzania, Africa, which rights include a 90% undivided interest in two prospecting permits and a 90% undivided interest in eight small-scale mining claims (the "Project Interest").

As consideration for the Purchased Assets, Caro will (i) issue 20,000,000 shares of Caro common stock at a deemed value of US$0.50 per share (the "Consideration Shares") to Goldrange upon closing of the purchase of the Purchased Assets (the "Closing") and (ii) use commercially reasonable efforts to raise, through a private placement of Caro common stock or other means acceptable to Goldrange, no less than US$1,000,000 to fund Goldrange's initial drilling campaign and further exploration with respect to the Project Interest following the Closing. The Consideration Shares being issued to Goldrange will be subject to restrictions on transfer under applicable securities laws.

The Closing is expected to occur on or before June 30, 2026 subject to the satisfaction of customary closing conditions.

Upon the completion of the initial drilling campaign and further exploration with respect to the Project Interest (or other similar project interests), or at such earlier date as determined by the parties, the parties may mutually determine a structure under which Caro would acquire 100% of the outstanding equity securities of Goldrange (thereby acquiring the remaining 51% of the Project Interest) through the issuance of additional shares of Caro common stock (the "Acquisition"). The fair market value of such equity securities of Goldrange would be determined by the parties or a neutral third-party valuation firm.

The Acquisition may consist of a share exchange, amalgamation, plan of arrangement or other structure as agreed by the parties. The Acquisition Definitive Agreement would otherwise include closing conditions, representations and warranties, covenants and other terms as are customary for such a transaction.

The Acquisition would be subject to the satisfaction of significant conditions, including completion of the initial drilling campaign and further exploration with respect to the Project Interest, negotiation and execution of a definitive agreement and receipt of requisite shareholder, regulatory and other approvals, if any. Accordingly, there can be no assurance that the Acquisition will be consummated on the terms contemplated by the Agreement or at all.

Each party is bound by customary exclusivity restrictions until the earlier of the termination of the Agreement and entry into a definitive agreement with respect to the Acquisition.

Caro will file a Current Report on Form 8-K with the United States Securities and Exchange Commission containing additional information regarding the proposed transactions.

About Caro Holdings Inc.

Caro Holdings Inc. is dedicated to accelerating the growth of brands through digital innovation and AI-powered solutions. Its services include e-commerce strategy, digital marketing, AI voice technology, and growth capital.

Caro Holdings Inc.
info@caroholdings.com

About Goldrange Resources Corp.

Goldrange Resources Corp. is an acquisition driven resource company focused on gold projects in Africa and is well positioned to pursue opportunities in other metals and jurisdictions. The team is composed of experienced mining executives with vast experience in exploration of projects across Africa

Goldrange Resources Corp.
info@goldrangerecources.com

Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as "anticipates," "believes," "plans," "expects," "projects," "future," "intends," "may," "should," "could," "estimates," "predicts," "potential," "continue," "guidance," and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include statements concerning whether the proposed purchase of the Purchased Assets and the proposed Acquisition will be completed, and if completed, the timing, terms and anticipated benefits of the proposed transactions. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about Caro's business and the industry in which we operate. Our beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, the forward-looking statements in this communication may prove to be inaccurate. Relevant factors include the ability of the parties to satisfy the conditions necessary to complete the proposed transactions, as well as those risks and uncertainties described under Part I Item 1A-"Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 and Part II Item 1A-"Risk Factors" in our Quarterly Reports filed subsequent thereto. You are urged to consider these factors carefully in evaluating the forward-looking statements in this communication and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements in this communication are based on information available to us as of the date of this communication. Unless required by law, we not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.

SOURCE: Caro Holdings Inc

View the original press release on ACCESS Newswire

FAQ

What asset purchase did Caro Holdings (OTC:CAHO) announce with Goldrange on June 12, 2026?

Caro Holdings agreed to acquire a 49% undivided interest in Goldrange’s Tanzanian project rights. According to Caro, these rights include a 90% interest in two prospecting permits and eight small-scale mining claims located in the Bukombe and Chato Districts of Tanzania.

How much will Caro Holdings pay for the 49% Goldrange project interest (CAHO)?

Caro will issue 20,000,000 common shares at a deemed value of US$0.50 per share. According to Caro, this US$10,000,000 share consideration will be paid at closing, with the shares subject to transfer restrictions under applicable securities laws.

When is the closing of Caro Holdings’ asset purchase from Goldrange expected?

Closing is expected on or before June 30, 2026, subject to customary conditions. According to Caro, completion depends on satisfying these closing conditions, and a Current Report on Form 8-K will provide additional information on the proposed transactions.

Will Caro Holdings raise capital to fund Goldrange’s drilling campaign for the Tanzanian project?

Yes. Caro plans to use commercially reasonable efforts to raise at least US$1,000,000 after closing. According to Caro, the funds would support Goldrange’s initial drilling campaign and further exploration related to the Tanzanian project interest.

Could Caro Holdings (CAHO) acquire 100% of Goldrange Resources in the future?

The Agreement provides a framework for a potential 100% equity acquisition of Goldrange. According to Caro, any acquisition would be via additional share issuance, based on fair market value, and remains subject to drilling completion, definitive agreements, approvals, and other significant conditions.

What are the key risks and conditions for Caro Holdings’ proposed acquisition of Goldrange?

The contemplated acquisition is subject to significant conditions and approvals and may not occur. According to Caro, requirements include completing the initial drilling campaign, negotiating a definitive agreement, and obtaining necessary shareholder and regulatory approvals, so completion is not assured.