AGR Share Exchange Update

Jan 29, 2010, 17:53 ET from AGR Tools Inc.

CONROE, TX, Jan. 29 /PRNewswire-FirstCall/ - AGR Tools, Inc., 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.

Upon the completion of its due diligence investigation of AGR Stone & Tools USA, Inc., AGR Tools, Inc. appointed the executive officers of the private company as its management. Mr. Rock Rutherford became the public company's President and CEO, Mr. Michael Killman became its CFO and Mr. John Kuykendall became its Treasurer and Secretary. These corporate actions reduced the number of administrative steps required to complete the share exchange transaction between the two companies.

AGR Stone & Tools USA, Inc. is currently in the process of overcoming the last administrative hurdle to closing the transaction - an audit of its financial statements by the accounting firm M&K CPAS, PLLC. The private company anticipates that the audit will be completed in the next two weeks, as today, M&K CPAS, PLLC are examining its inventory as part of the process.

"Closing the share exchange has been a more drawn-out procedure than we originally anticipated," commented 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 soon after the audit is complete. All of the parties involved wish to complete the transaction as soon as possible, but in the meantime we are diligently working on developing the business of both companies."

    About AGR Stone & Tools USA, Inc.
    ---------------------------------

AGR Stone & Tools USA, Inc. is a major supplier of diamond tools and adhesives. It specializes 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 tool 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:
    ---------------------------

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.