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

As of the date hereof, WCP may be
deemed to be the beneficial owner of 510,492 Shares, constituting 5.4% of the Shares of the Issuer, based on 9,424,534 Shares
outstanding as of November 1, 2017.

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 510,492 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 510,492 Shares.

(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 and WCP.

Item 6 is hereby
amended and supplemented as follows:

2017
RESTRUCTURING SUPPORT AGREEMENT

On
December 19, 2017, the Issuer entered into a restructuring support agreement (the “2017 RSA”) with WMP,
WCP, a certain other WA Private Fund, and other holders (collectively, the “2017 Supporting Holders”) that
beneficially own in excess of 85% in principal amount of the New Notes, pursuant to which the 2017 Supporting Holders
and the Issuer have agreed to enter into and implement a proposed deleveraging restructuring transaction (the
“2017 Restructuring Transaction”).

The 2017 RSA
contemplates the following transactions:

•    The
Issuer will commence an exchange offer to exchange the New Notes and the remaining Existing Notes (and the Existing Notes
together with the New Notes, the “Exchange Offer Notes”), each to the extent held by eligible holders of record,
for a combination of common stock, convertible preferred stock and warrants. In connection with the exchange offer, the
Issuer will also commence a consent solicitation to make certain proposed amendments to the terms of the indentures governing
the Exchange Offer Notes. Pursuant to the 2017 RSA, the 2017 Supporting Holders have agreed to tender all of their New
Notes and to deliver corresponding consents.The Issuer will commence an exchange offer to exchange the New Notes and the
remaining Existing Notes (and the Existing Notes together with the New Notes, the “Exchange Offer Notes”), each
to the extent held by eligible holders of record, for a combination of common stock, convertible preferred stock and warrants.
In connection with the exchange offer, the Issuer will also commence a consent solicitation to make certain proposed amendments
to the terms of the indentures governing the Exchange Offer Notes. Pursuant to the 2017 RSA, the 2017 Supporting Holders
have agreed to tender all of their New Notes and to deliver corresponding consents.

•    As
a result of the issuance of shares of common stock, shares of convertible preferred stock, and warrants pursuant to the
exchange offer, assuming that all outstanding New Notes and at least $1.25 million in aggregate principal amount of Existing
Notes are tendered and accepted for exchange in the exchange offer and assuming conversion of the convertible preferred
stock and exercise of the warrants, the Issuer expects to issue to the tendering holders of Exchange Offer Notes approximately
93.4% of the outstanding shares of common stock (including to 2017 Supporting Holders) and expects current equity to hold
approximately 6.6% of the outstanding shares of common stock, as of the closing of the exchange offer, without giving
effect to any subsequent issuances.