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
Based in Mesa, Arizona
and founded in February 2012
, AGT is a technology
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
agrees to furnish a supplemental copy of any omitted schedule to