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

In April 2014, WA received a confidential information
inquiry from the Securities and Exchange Commission (the “SEC”) in connection with the purchase of shares in a secondary
public offering which occurred in 2012. WA fully cooperated with the SEC and voluntarily reviewed historical trading activity to
identify any other potential instances of inadvertant violations of Rule 105 of Regulation M under the Exchange Act (“Rule
105”). Based on this review, WA identified four additional instances in 2011 and 2012 where WA participated in a secondary
offering during a restricted period. All of these instances were voluntarily disclosed to the SEC. The violations allegedly occurred
between January 2011 and June 2012. Rule 105 generally prohibits purchasing an equity security in a registered follow-on public
offering if the purchaser sold short the same security during the shorter of the period: (1) beginning five business days before
the pricing of the offered securities and ending with such pricing; or (2) beginning with the initial filing of a registration
statement or notification on Form 1-A or Form 1-E and ending with the pricing.

In July 2014, WA voluntarily submitted to an
offer of settlement with respect to the five alleged violations of Rule 105, without admitting or denying the SEC’s allegations.
The SEC accepted the offer of settlement, and imposed a cease-and-desist order from future violations of Rule 105. The settlement
involved the payment by WA of disgorgement of $788,779, prejudment interest of $48,553.49 and a civil money penalty of $365,592.83
(for a total of $1,202,925.30) to the U.S. Treasury.

As of the date hereof, WA may be deemed to
be the beneficial owner of 2,609,039 Shares, constituting 27.7% of the Shares of the Issuer, based on 9,424,534 Shares outstanding
as of November 1, 2017.

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 27.7% of the Shares of the Issuer, based on 9,424,534 Shares outstanding
as of November 1, 2017.

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 1,582,394 Shares, constituting 16.8% of the Shares of the Issuer, based on 9,424,534 Shares outstanding
as of November 1, 2017.

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 1,582,394 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 1,582,394 Shares.