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

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.

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