Safe & Green Holdings Moves Closer to SG DevCo Spin-off Completion and Concurrent Nasdaq Listing

Necessary regulatory filings submitted and pending final approvals

Upon transaction approval, SG DevCo is slated for Nasdaq listing, targeted for Q3 2023

Safe & Green Holdings Corp. (NASDAQ: SGBX) (“Safe & Green Holdings” or the “Company”), a leading developer, designer, and fabricator of modular structures for residential, commercial, and point-of-care medicine, today announced that the Company’s spin-off of its real estate development subsidiary, SG DevCo, is moving towards completion as the Company has conducted due diligence and submitted its regulatory filings necessary to complete the spin-off. The Company is now awaiting final review and approval of the transaction by the appropriate regulatory bodies, which it expects to receive early in the third quarter of 2023. Once the transaction receives final regulatory approval, the Company will move forward with its plan to list SG DevCo on the Nasdaq exchange by announcing a record date and anticipated listing date, within approximately 30 days. The spin-off and subsequent listing on the Nasdaq exchange are expected to be completed in the third quarter of 2023.

The Company plans to distribute thirty percent of SG DevCo to its current shareholders, with Safe & Green Holdings retaining seventy percent. This means that our existing shareholders will then own shares in SG DevCo without purchasing the shares. A third-party fairness assessment estimates SG DevCo's fair market value to be around $74 million, which is nearly seven times Safe and Green Holdings' present market capitalization.

"The planned spin-out of SG DevCo is progressing, and we expect this transaction will be a transformative event for our shareholders," commented David Villarreal, CEO of SG DevCo. "Our distinctive strategy in real estate development, fortified by our proficiency in sustainable building, modular methodologies, and efficiency, makes us stand out in the industry. Additionally, separating the businesses will allow SG DevCo to focus intently on its core competencies in real estate development. The spin-out aims to support the future growth and profitability of both companies and simplifies the respective business models, making them easier for the investment community to understand when discussing the individual companies. Given our substantial asset base and projections, as well as our recent history of creative, non-dilutive funding, we believe this strategy will unlock significant value for shareholders.”

The Company will provide further updates regarding the anticipated Nasdaq record and listing dates when available.

About Safe & Green Holdings Corp.

Safe & Green Holdings Corp., a leading modular solutions company, operates under core capabilities which include the development, design, and fabrication of modular structures, meeting the demand for safe and green solutions across various industries. The firm supports third party and in-house developers, architects, builders and owners in achieving faster execution, greener construction, and buildings of higher value. Safe and Green Development Corporation is a leading real estate development company. Formed in 2021, the company focuses on the development of sites using purpose built, prefabricated modules built from both wood & steel, sourced from one of Safe & Green Holdings factories and operated by SG Echo. For more information, visit www.safeandgreenholdings.com.

Safe Harbor Statement

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements regarding plans to develop modular applications These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to spin out Safe and Green Development Corporation as planned, the Company’s ability to expand within various verticals, the Company’s ability to position itself for future profitability, the Company’s ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

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