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OSLER INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

February 27, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On February 25, 2014Osler Incorporated entered into a Share Exchange Agreement with America Greener Technologies Corporation, an Arizona corporation ("AGT"), and the shareholders of AGT whereby we will acquire all of the issued and outstanding capital stock of AGT in exchange for 15,000,000 shares of our common stock. Under the terms of the agreement, at closing of the transaction Mr. C. Leo Smith, our sole officer and director, will resign and we will appoint officers and directors designated by AGT. The closing of the transaction is subject to a number of conditions precedent, including the delivery of audited financial statements by AGT. We expect to close the transaction during the second fiscal quarter of 2014. At closing, it is expected that AGT's shareholders will own approximately 86% of our outstanding common stock.

The foregoing summary of the Share Exchange Agreement is qualified in its entirety by reference to the form of agreement which is filed as Exhibit 10.1 to this report.

About AGT



Based in Mesa, Arizona and founded in February 2012, AGT is a technology company focused on process improvement technologies for the power, petrochemical and heavy industrial market place. Its primary focus is to supply and install a system for online cleaning of boiler tube and heat transfer surfaces. This non-toxic, biodegradable technology, which AGT licenses from third parties who are also shareholders of AGT, was developed in 1967 and has been utilized in thousands of successful installations worldwide. AGT holds an exclusive license for the technology in North America, together with certain manufacturing and other rights under a long-term agreement.

Item 9.01 Financial Statements and Exhibits.

10.1 Form of Share Exchange Agreement dated February 25, 2014 by and among Osler Incorporated, America Greener Technologies Incorporated and the shareholders of America Greener Technologies Incorporated. *



* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Osler Incorporated agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.


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Source: Edgar Glimpses


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