Safe and Green Development to acquire Resource Group US Holdings for $480,000

Safe and Green Development (SGD) announced that it has entered into a definitive agreement to acquire 100% of the equity interests in Resource Group US Holdings for $480,000 in cash, the issuance of 19% shares of SGD Restricted Common Stock at Closing and a Convertible Note in an amount to be determined at Closing, convertible into shares of SGD Restricted Common Stock subject to the receipt of SGD Shareholder Approval Post-Closing in accordance with Nasdaq rules. The transaction is expected to close early in the Second Quarter of 2025 subject to customary closing conditions and the completion of RSG’s audit. The shares of SGD Restricted Common Stock to be issued at Closing and additional shares of SGD restricted common stock to be issuable under the Convertible Note will together equal 49% of SGD’s outstanding shares of Common Stock at Closing. The SG DevCo Board of Directors unanimously approved this transaction after reviewing a fairness opinion, internal and third party buy-side due diligence and a GAAP review of financials. The acquisition is expected to add significant cashflow from Resource Group’s waste-to-value composting business.