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

No material changes from the Schedule 13D filed by the Reporting Persons on August 8, 2016.

No material changes from the Schedule 13D filed by the Reporting Persons on February 2, 2018.

Item 5 is hereby amended and restated in its
entirety as follows:

As of the date hereof, WA may be deemed to
be the beneficial owner of 2,609,039 Shares, constituting 25.49% of the Shares of the Issuer, based on 9,424,534 shares of Common
Stock outstanding as of November 1, 2017 based on the 10-Q filed by the Issuer on November 8, 2017 and 812,321 newly issued Common
Stock pursuant to the 2018 Exchange Offer.

WA has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 2,609,039 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,609,039 Shares.

As of the date hereof, WB GP may be deemed
to be the beneficial owner of 2,609,039 Shares, constituting 25.49% of the Shares of the Issuer, based on 9,424,534 shares of Common
Stock outstanding as of November 1, 2017 based on the 10-Q filed by the Issuer on November 8, 2017 and 812,321 newly issued Common
Stock pursuant to the 2018 Exchange Offer.

WB GP has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 2,609,039 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,609,039 Shares.

As of the date hereof, WMP may be deemed to
be the beneficial owner of 1,582,395 Shares, constituting 15.46% of the Shares of the Issuer, based on 9,424,534 shares of Common
Stock outstanding as of November 1, 2017 based on the 10-Q filed by the Issuer on November 8, 2017 and 812,321 newly issued Common
Stock pursuant to the 2018 Exchange Offer.

WMP has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 1,582,395 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,582,395 Shares.

 As of the date hereof, WCP may be deemed
to be the beneficial owner of 510,491 Shares, constituting 4.99% of the Shares of the Issuer, based on 9,424,534 shares of Common
Stock outstanding as of November 1, 2017 based on the 10-Q filed by the Issuer on November 8, 2017 and 812,321 newly issued Common
Stock pursuant to the 2018 Exchange Offer.

WCP has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 510,491 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 510,491 Shares.

The Reporting Persons do not have, and have
not had since the 2018 Exchange Offer, beneficial ownership over any Series A Preferred Shares, Series B Preferred Shares or Series
C Warrants because the conversion or exercise, as applicable, of the Series A Preferred Shares, the Series B Preferred Shares and
Series C Warrants is subject to the receipt by the Issuer of shareholder approval as described in the 8-K filed by the Issuer on
February 1, 2018.

(c)  No transactions in the class of securities
reported on have been effected during the past sixty days.

(d) Certain Shares are beneficially owned by
private investment funds that are managed by WA and/or for which WB GP serves as the general partner. None of these investment
funds individually own more than 5% of the outstanding shares, except for WMP.

(e)       As
of January 29, 2018, WCP no longer owns more than 5% of the total outstanding shares
of Common Stock. Consequently, WCP is no longer considered a Reporting Person for purposes
of this Schedule 13D.