13D Filing: Blue Mountain Capital and Saexploration Holdings Inc. (NASDAQ:SAEX)

Page 10 of 19

Page 10 of 19 – SEC Filing

CUSIP No.   78636X204
1

NAMES OF REPORTING PERSONS

BlueMountain Timberline Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
     (a)   x (b)   o
  3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)      WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)     o
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    Cayman Islands
NUMBER OF SHARES 7 SOLE VOTING POWER 0       
BENEFICIALLY OWNED 8 SHARED VOTING POWER 1,441,300(1)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 0     
PERSON WITH 10 SHARED DISPOSITIVE POWER 1,441,300(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,300(1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
(see Instructions)    o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.0%(1)
14 TYPE OF REPORTING PERSON (See Instructions)  
  CO

 (1)
The percentage set forth in Row 13 of this Cover Page is based on 34,977,087 shares
of Common Stock (as defined in Item 1) outstanding as of September 6, 2018, as disclosed in the Form 8-K filed by the Issuer on
September 11, 2018.

BlueMountain Timberline Ltd. is the direct
owner of 59,405 shares of Common Stock, 91,815 Series C Warrants, 187,597 Series D Warrants and 1,102,483 Series E Warrants.

At all times a holder of Series C Warrants,
Series D Warrants and/or Series E Warrants, who is not a beneficial owner of 10% or more of the outstanding Common Stock, may
exercise only up to that number of Series E Warrants so that, upon exercise, the aggregate beneficial ownership of Common Stock
of such holder and all persons affiliated with such holder, is not more than 9.99% of Common Stock then outstanding (other than
in connection with a change of control of the Issuer).

Follow Saexploration Holdings Inc. (NASDAQ:SAEX)

Page 10 of 19