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Tri-Star Holdings, Inc: Tri-Star Holdings, Inc. Shareholder Update

^{Published on 2009-01-08 09:40:04, Last Modified on 2009-01-08 09:41:05 - Market Wire}
 

FT. LAUDERDALE, FL--(Marketwire - January 8, 2009) - Tri-Star Holdings, Inc. (PINKSHEETS: [ TSHL ]) issued the following release in response to shareholder inquiry regarding the sale of its mining assets to UC Hub Group, Inc. (OTCBB: [ UCHB ]). Tri-Star management stressed that there is no share exchange contemplated by the transaction; all Tri-Star shareholders will keep their shares in Tri-Star and Tri-Star's share structure will be unchanged as a result of the transaction. Tri-Star management has no plans for a reverse split in connection with the transaction or otherwise. Additionally, Tri-Star Holdings will receive $3.8 Million of UC Hub Group, Inc. common stock -- 190 million shares -- 100% of which will be divided pro rata (according to shareholder position), based on the number of Tri-Star shares owned by each shareholder as of record on January 30, 2009. This means that only shareholders owning Tri-Star shares on January 30, 2009 will receive the dividend shares of UC Hub. The issuance of UC Hub shares to Tri-Star does not involve a forward split of UC Hub shares -- there will be no correlative effect on the price per share of UC Hub common stock beyond immediate market pressures. Furthermore, because of new Rule 144 regulations, the dividend shares of UCHB will be restricted for 6 months (not one year). The dividend's distribution date will be determined and announced in the near future.

For ease of example: if the issued and outstanding of Tri-Star Holdings, Inc. is 1,900,000,000 shares on January 30, then Tri-Star shareholders will receive one share of UCHB for every ten shares of Tri-Star they own as of January 30. Using $0.02 per share for UCHB (it closed at $0.025 yesterday), this means that Tri-Star shareholders -- using these figures -- will receive $0.02 (in UCHB stock) for every ten shares of Tri-Star owned (or simplified, $0.002 per share of Tri-Star in value). Also using these figures, if a shareholder bought TSHL at an average of $0.0005 per share, in addition to KEEPING those shares, he/she will receive four times the value of that cost average in UCHB shares alone (using $0.02 per share of UCHB).

"Much contemplation went into the structuring of this deal to the mutual benefit of Tri-Star and UC Hub shareholders. Tri-Star shareholders keep their shares of TSHL and gain the shares of UCHB. UC Hub is a fully transparent, reporting company with licensed technologies to better extract higher concentrations of EVERY precious metal contained in each property," said Tri-Star President Anthony Mellone. "Furthermore, Tri-Star is poised for growth in its medical industry in the very near future with due diligence underway on exciting mergers and acquisitions targets and will be announced following the execution of customary non-disclosure agreements and any letters of intent. Also, the ERHU prototype is nearing completion and we are excited full steam ahead."

Safe Harbor Provision

This news release includes forward-looking statements, including with respect to the future level of business for the parties. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements as a result of certain risk factors that could cause results to differ materially from estimated results. Management cautions that all statements as to future results of operations are necessarily subject to risks, uncertainties and events that may be beyond the control of Tri-Star Holdings, Inc. and no assurance can be given that such results will be achieved. Potential risks and uncertainties include, but are not limited to, the ability to procure, properly price, retain and successfully complete projects, the availability of technical personnel, changes in technology and competition.