13D Filing: Whitebox Advisors and Saexploration Holdings Inc. (SAEX)

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Item 3. Source and Amount of Funds or Other Consideration.
No material changes from the Schedule 13D filed by the Reporting Persons on August 8, 2016.
Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as
follows:

Principal Stockholder

On January
30, 2018, the Issuer filed a Schedule 14C announcing an amendment to its charter (the “Charter”) to include WA as a Principal
Stockholder (as defined in the Charter) and provide that each Principal Stockholder shall have the right to designate one director
nominee for the Issuer’s Board of Directors for so long as such Principal Stockholder holds more than 9% of the Issuer’s outstanding
Common Stock. In that Schedule 14C, the Issuer also announced an amendment to its Second Amended and Restated By-Laws (the “Bylaws”)
to include WA as a Principal Stockholder (as defined in the Bylaws) and update instances in the Bylaws that required a Principal
Stockholder to own 10% of the Issuer’s outstanding Common Stock to now require a Principal Stockholder to own 9% of the Issuer’s
outstanding Common Stock.

The
summary of the Issuer’s Schedule 14C set forth above does not purport to be complete and is qualified in its entirety by reference
to the Issuer’s Schedule 14C, dated as of January 30, 2018, a copy of which is being filed as Exhibit U hereto and is incorporated
herein by reference.

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