AGR Enters into New Share Exchange Agreement

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Mon Nov 2, 2009 3:28pm EST

VANCOUVER, Nov. 2 /PRNewswire-FirstCall/ - AGR Tools, Inc. (OTCBB: AGRT) is
pleased to announce that is has entered into a new share exchange agreement
with AGR Stone & Tools USA, Inc., which terminates and replaces the old
agreement between the companies dated July 21, 2009. The new share exchange
agreement will allow for the share exchange between AGR Tools, Inc. and AGR
Stone & Tools USA, Inc., a Texas company, to occur through a statutory process
described in Part 5 of the Texas Business Corporation Act.
"We are happy to have switched over to the new share exchange agreement as we
believe it will allow the process for closing the share exchange between AGR,
the public company and AGR, the private company, to occur in a more efficient
manner," said Rock Rutherford, the President of both companies. "We have had
some delays and this process has taken longer than we anticipated, but we
believe with the signing of this new agreement and the approval of the
required majority of our shareholders, we will be able to move forward quickly
to consummate this transaction."

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. 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 AGR Tools is at the forefront of the diamond tool industry. The company
employs some of the world's top scientists, engineers and metallurgists to
produce the highest quality diamond tools for the construction industry.
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 identify specific
factors that may cause actual results or events to differ materially from
those described in the forward-looking statements. See AGR Tools, Inc.'s
Current Report on Form 8-K regarding the new 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 close 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.

SOURCE  AGR Tools Inc.

Investor Relations: Toll Free at 1-877-777-4070 or email: ir@agrtools.com,
www.agrtools.com
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