Safe & Green Holdings Corp. Provides Corporate Update

Rhea-AI Summary

Safe & Green Holdings (NASDAQ: SGBX) announced a major corporate transformation backed by $108 million in committed funding, comprising a $100 million ELOC Securities Purchase Agreement and an $8 million private placement. The company has implemented significant changes including new leadership with Michael McLaren as Chairman and CEO, regained Nasdaq compliance, and executed strategic acquisitions. Key acquisitions include the merger with New Asia Holdings (including Olenox and Machfu subsidiaries), purchase of County Line Industrial for welding services, and majority stake in Winchester Oil and Gas which operates 500+ wells producing up to 200 barrels daily. The company is pursuing an aggressive buy-and-build strategy focused on US energy production, sustainable technologies, and modular construction solutions.

Positive

• $108 million in committed funding secured ($100M ELOC and $8M private placement)
• Regained Nasdaq compliance for continued listing
• Strategic acquisitions completed including New Asia Holdings, County Line Industrial, and Winchester Oil and Gas
• Winchester Oil and Gas operates 500+ wells with production of ~50 barrels/day (peak 200 barrels)
• New leadership team and streamlined acquisition process implemented

Negative

• ELOC funding accessibility dependent on shareholder approval and S-1 effectiveness
• Current oil production at Winchester (50 barrels/day) significantly below peak levels (200 barrels)

Insights

Financial Restructuring Expert

SGBX secured $108M funding, completed strategic acquisitions, and implemented leadership changes to drive growth after corporate restructuring.

Safe & Green Holdings has undergone a significant financial and operational transformation, securing $108 million in committed funding through two primary channels: a $100 million Equity Line of Credit (ELOC) Securities Purchase Agreement and an $8 million private placement facilitated by D. Boral Capital. This financing represents a substantial capital infusion for a company executing a turnaround strategy that began in January 2025.

The company's strategic pivot is multifaceted, combining leadership restructuring with an aggressive acquisition campaign. Key acquisitions include New Asia Holdings (with subsidiaries Olenox and Machfu), County Line Industrial (providing welding services), and a majority stake in Winchester Oil and Gas (operating 500+ wells with production of approximately 50 barrels daily, with historical peaks of 200 barrels). These acquisitions reflect a deliberate diversification beyond the company's core modular construction business into energy and industrial services.

Particularly notable is the company's regained Nasdaq compliance, addressing a fundamental issue that often plagues struggling small-caps. The $100 million ELOC remains contingent on both shareholder approval and S-1 effectiveness, representing committed but not yet fully accessible capital. Meanwhile, the leadership overhaul, including appointing Michael McLaren as Chairman, signals a clean break from previous management and legacy issues.

The company's transformation strategy combines vertical integration (County Line Industrial enhancing access to cement and oil/gas customers) with horizontal expansion (Winchester acquisition moving them directly into energy production). This buy-and-build approach leverages the secured funding to rapidly scale operations across multiple complementary business lines, potentially creating economies of scale while diversifying revenue streams.

MIAMI, FL, May 14, 2025 (GLOBE NEWSWIRE) -- Safe & Green Holdings Corp. (NASDAQ: SGBX) ("Safe & Green Holdings" or the "Company"), a leading developer, designer, and fabricator of modular structures, today provides an update on its recent transformation, marking a new era of financial strength, operational momentum, and strategic expansion. Backed by $108 million in committed funding, and generating strong market engagement, the Company provides a review of key achievements while embarking on an aggressive buy-and-build strategy aimed at positioning itself for success in both domestic and international markets.

Michael McLaren, Safe and Green Chairman and CEO, commented, "In January 2025, we took on the challenge to rebuild Safe and Green into a world-class, professional, and dynamic enterprise. Today, we believe that vision to be reality. With $108 million in funding and aggressive growth plans, the exciting part of rebuilding this Company starts now. We are generating revenue, expanding fast and leading from the front in both US energy and sustainable building products and technologies. Our focus remains on creating shareholder value and we look forward to providing continued updates on our progress."

Key Achievements:

• $100 Million ELOC Securities Purchase Agreement– Fully accessible upon shareholder approval and S-1 effectiveness, supporting acquisitions and technology scale-up.
• $8 Million Private Placement with D. Boral Capital acting as sole placement agent.
• Addition of seasoned C-suite executives,  appointment of Michael McLaren as the new Chairman of the Board of Directors, and the formation of an executive committee to streamline acquisition due diligence and execution. The Company has implemented significant structural changes, distancing the Company from legacy issues.
• Merger with New Asia Holdings, Inc. including its subsidiaries Olenox and Machfu via a sign and close transaction, accelerating growth into new business channels. 
• Regaining compliance with the minimum equity standard set forth in Nasdaq Listing Rule 5550(b)(1) to ensure continued listing on The Nasdaq Capital Market.
• Purchase of County Line Industrial, LLC, a Durant, Oklahoma business providing welding services in Oklahoma and Texas. The acquisition enhances the Company’s access to customers in its ready-mix cement and oil and gas businesses.
• Purchase of majority interest in Winchester Oil and Gas, LLC, which operates more than 500 wells in Texas with leases centered in Milam and Parker counties. It recently reported production of approximately 50 barrels a day, with peak production reaching 200 barrels in the last four years.

Aggressive Buy-and-Build Strategy

The Company’s new leadership team continues to evaluate high-value partnerships and acquisitions across US energy production, sustainable technologies and modular construction solutions, aligned with its 12-month roadmap. Additionally, under this aggressive buy-and-build strategy, the Company has a robust pipeline of strategic acquisitions designed to augment and expand the Company’s business operations. These strategic moves will be supported by the $108 million funding facilities from D.Boral and the ELOC Securities Purchase Agreement.

About Olenox Corp.

Olenox Corp. is an advanced energy company focused on oil and gas production, energy services, and energy technologies. Olenox specializes in acquiring and revitalizing distressed energy assets, leveraging proprietary technologies to enhance production while minimizing environmental impact.

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. For more information, visit https://www.safeandgreenholdings.com/ and follow us at @SGHcorp on Twitter.

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 the Company’s ELOC Securities Purchase Agreement, the Company’s private placement for the purchase of approximately $8 million of shares of the Company’s common stock and investor warrants, the Company’s merger agreement with New Asia Holdings, Inc., the Company’s purchase of County Line Industrial, LLC, and the Company’s purchase of a majority interest in Winchester Oil & Gas, LLC . While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. 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 successfully register the ELOC Securities Purchase Agreement shares via a Form S-1 filing, the Company’s ability to successfully leverage its facilities to support its merger with New Asia Holdings, Inc., the Company’s ability to successfully integrate County Line’s business into the Company’s operations, the Company’s ability to successfully operate the Winchester Oil & Gas wells, the effect of government regulation, 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, 2024 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.

Investor Relations:

CORE IR
516 222 2560
investors@safeandgreenholdings.com

FAQ

What is the total funding secured by Safe & Green Holdings (SGBX) in their recent update?

Safe & Green Holdings secured $108 million in total committed funding, consisting of a $100 million ELOC Securities Purchase Agreement and an $8 million private placement with D. Boral Capital.

Who is the new Chairman and CEO of Safe & Green Holdings (SGBX)?

Michael McLaren was appointed as the new Chairman and CEO of Safe & Green Holdings in January 2025.

What companies did SGBX acquire in their recent corporate transformation?

SGBX acquired New Asia Holdings (including subsidiaries Olenox and Machfu), County Line Industrial in Durant, Oklahoma, and a majority stake in Winchester Oil and Gas, which operates over 500 wells in Texas.

What is the current oil production of Winchester Oil and Gas acquired by SGBX?

Winchester Oil and Gas currently produces approximately 50 barrels per day, though it has reached peak production of 200 barrels in the last four years.

What are the main focus areas of SGBX's buy-and-build strategy?

SGBX's buy-and-build strategy focuses on US energy production, sustainable technologies, and modular construction solutions.