Approval marks a significant milestone in the process to spin-off SG DevCo

Awaits final Nasdaq approval for independent listing

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 received the SEC approval of its Form 10, the General Form for Registration of Securities, used to register a class of securities for potential trading on U.S. exchanges necessary to spin-off of its real estate development subsidiary, SG DevCo.

The Company is now awaiting final review and approval of the transaction by Nasdaq, which it expects to receive early in the third quarter of 2023. Once the transaction receives Nasdaq 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 of Nasdaq’s approval of the transaction. 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, creating significant value for existing shareholders. This spin-off lets current Safe & Green shareholders automatically own shares in SG DevCo without having to take any action. A third-party assessment of fairness has valued SG DevCo's fair market value at an impressive $74 million.

“This approval is significant for SG DevCo as it moves us one step closer to becoming a standalone, publicly traded company,” David Villarreal, CEO of SG DevCo noted. “This spin-off will only further fuel SG DevCo’s growth and unique position within the real estate development ecosphere.”

“The process to spinout SG DevCo began 18 months ago and thanks to the hard work of the Safe & Green Holdings team, we can now see the light at the end of the tunnel,” commented Paul Galvin, Chairman and CEO of Safe & Green Holdings. “I strongly believe SG DevCo will operate as a leader in the space. As we have discussed in the past, we hold over 4,000 units in various stages of development within the Company, and our outlook could not be brighter.”

“The SEC approval is certainly a milestone in the process that should be celebrated,” commented Nicolai Brune, CFO of SG DevCo. “While the work is of course ongoing, we are confident that this strategy will lead to further growth and success, for both SG DevCo and Safe & Green Holdings.”

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 spin-off its real estate development subsidiary SG DevCo, which the Company believes will significantly maximize its value, and significantly enhance the Company’s balance sheet, resulting in an excellent outcome for the Company and its shareholders. 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 complete the spin-off of SG DevCo as planned, the Company’s ability to list SG DevCo on the Nasdaq, 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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