AGR Files Annual Report and Releases Share Exchange Update

CONROE, TX, March 3 /PRNewswire-FirstCall/ - AGR Tools, Inc. (OTCBB: AGRT), a public company with its common stock quoted on the OTC Bulletin Board, and AGR Stone & Tools USA, Inc., a private Texas-based company, entered into a binding share exchange agreement on October 29, 2009. Since that time, both companies have been working diligently to close the transaction, with the only remaining administrative hurdle being an audit of the private company's financial statements by the accounting firm M&K CPAS, PLLC.

Both companies anticipate that the audit of AGR Stone & Tools USA, Inc. will be completed in the next month, as it was recently put on hold to complete the audit of the AGR Tools, Inc. financial statements in connection with its annual report on Form 10-K. The financial statements included in the annual report are only those of AGR Tools, Inc., and do not reflect the operations of AGR Stone & Tools USA, Inc. Upon the closing of the share exchange transaction, the consolidated financial statements will reflect the operations of both companies.

"Closing the share exchange continues to take longer than we originally anticipated," stated Rock Rutherford, the CEO of AGR Tools, Inc. and AGR Stone & Tools USA, Inc. "However, we are confident that we will be able to finalize everything as soon as the audit of the private company is complete. The parties each wish to complete the transaction as soon as possible, but in the meantime we are diligently working on developing the business of both."

    About AGR Stone & Tools USA, Inc.:
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AGR Stone & Tools USA, Inc. is celebrating its 27th year as a leading diamond tool manufacturer and distributor specializing in producing consumable tools for the natural stone, engineered stone, concrete and masonry industries, and its goal is to provide its clients with superior quality products, excellent customer service and the most competitive prices in the diamond tooling industry. The company has completed extensive research and testing, and uses the latest technologies to assure it is at the forefront of the diamond tool industry. The company also employs some of the world's top scientists, engineers and metallurgists to produce the highest quality diamond tools for the construction industry.

On October 29, 2009, AGR Tools, Inc. and AGR Stone & Tools USA, Inc. entered into a binding share exchange agreement. See AGR Tools, Inc.'s November 2, 2009 Current Report on Form 8-K regarding the share exchange agreement with AGR Stone & Tools USA, Inc. for details on various conditions which must be met before the share exchange between the two companies closes. There can be no assurance that the share exchange will close. AGR Tools, Inc. must issue 46,186,516 shares of its common stock to the current shareholders of AGR Stone & Tools USA, Inc. in order to complete the share exchange. Accounting for the anticipated cancellation of 25,000,000 shares of its common stock, upon the closing of the share exchange AGR Tools, Inc. will have 81,186,516 shares of common stock issued and outstanding.

More information on AGR Stone & Tools USA, Inc. can be found at: www.agrtools.com

    Forward-Looking Statements:
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Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements. Actual results may differ materially from those described in forward-looking statements and are subject to risks and uncertainties. See AGR Tools, Inc.'s filings with the United States Securities and Exchange Commission which may identify specific factors that may cause actual results or events to differ materially from those described in the forward-looking statements.

SOURCE AGR Tools Inc.