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

Mark Strefling

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

(612) 253-6001

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)

The principal business address for each of WA and WB GP is 3033 Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55416.

The principal business address of WMP is c/o Estera Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, PO Box 3190, Road Town, Tortola, British Virgin Islands VG1110.

The principal business address of WCP is c/o Estera Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, PO Box 3190, Road Town, Tortola, British Virgin Islands VG1110.

The principal business address of WAP is c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108 Cayman Islands.

The principal business addresses of the Executive Officers and Board of Managers of WA and the members of the Board of WB GP, are set forth in Exhibit B and Exhibit C, respectively.

Except as set forth below in this Item 2(e)
none of the Reporting Persons have, during the last five years been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

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 inadvertent 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, prejudgment 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.

Item
4 is hereby amended and supplemented as follows:

On March 5, 2018, an amendment to the Charter which increased the amount of authorized shares of Common Stock
from 55,000,000 to 200,000,000 and authorized the issuance of a number of shares of Common Stock in an amount up to 92.76% of the
outstanding shares of Common Stock, on a fully diluted basis as of the closing of the 2018 Exchange Offer (approximately 131,292,475
shares) became effective as a result of the required shareholder approval. 

On March 6, 2018, the Issuer issued 4,491,674 shares of Common Stock and on March 8, 2018, the Issuer issued
14,098,370 series D warrants with terms identical to those of the Series C Warrants (the “Series D Warrants”) in connection
with a mandatory conversion of the Series B Preferred Shares. As a result of the mandatory conversion,
the Issuer converted all outstanding shares of the Series B Preferred Shares into shares
of Common Stock and/or Series
D Warrants, upon which each holder of Series B Preferred Shares received, for each share of Series B Preferred Shares being
converted, a number of shares of Common Stock and/or a number of Series D Warrants, in aggregate equal to the conversion rate.
The initial conversion rate for the Series B Preferred Shares is 21.7378 shares of Common Stock, or, if a warrant election is made,
21.7378 Series D Warrants (with shares of Common Stock or Series D Warrants, as applicable, issued in whole integral multiples,
rounded down in lieu of any fractional shares or warrants, as applicable), per share of Series B Preferred Shares. WMP, WCP, WAP
and a certain other WA Private Fund, as holders thereof, elected to receive solely Series D Warrants.

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 10,052,865 Shares, constituting 44.96% of the Shares of the Issuer, based on 14,913,837 shares of
Common Stock issued and outstanding as of March 8, 2018 based on the 8-K filed by
the Issuer on March 8, 2018.

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 10,052,865 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 10,052,865 Shares.

As of the date hereof, WB GP may be deemed
to be the beneficial owner of 10,052,865 Shares, constituting 44.96% of the Shares of the Issuer, based on 14,913,837 shares
of Common Stock issued and outstanding as of March 8, 2018 based on the 8-K filed by
the Issuer on March 8, 2018.

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 10,052,865 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 10,052,865 Shares.

As of the date hereof, WMP may be deemed to
be the beneficial owner of 6,020,733 Shares, constituting 31.11% of the Shares of the Issuer, based on 14,913,837 shares of
Common Stock issued and outstanding as of March 8, 2018 based on the 8-K filed by
the Issuer on March 8, 2018.

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 6,020,733 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 6,020,733 Shares.

As of the date hereof, WCP may be deemed to
be the beneficial owner of 2,004,934 Shares, constituting 12.22% of the Shares of the Issuer, based on 14,913,837 shares of
Common Stock issued and outstanding as of March 8, 2018 based on the 8-K filed by
the Issuer on March 8, 2018.

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 2,004,934 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 2,004,934 Shares.

As of the date hereof, WAP may be deemed to
be the beneficial owner of 1,472,223 Shares, constituting 9.19% of the Shares of the Issuer, based on 14,913,837 shares of
Common Stock issued and outstanding as of March 8, 2018 based on the 8-K filed by
the Issuer on March 8, 2018.

WAP has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 1,472,223 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 1,472,223 Shares.

The Reporting Persons do not have, and
have not had since the 2018 Exchange Offer, beneficial ownership over any Series A Preferred Shares because prior to the third
anniversary of the closing of the 2018 Exchange Offer, the Series A Preferred Shares may only be converted into shares of Common
Stock or, pursuant to a warrant election available to the holders of Series A Preferred Shares, into warrants with terms identical
to the Series C Warrants, with the consent of the holders of at least 66 2/3% of the outstanding shares of Series A Preferred Shares,
or upon a change of control of the Issuer, in each case as described in the Certificate of Designations of the Series A Preferred
Shares filed as Exhibit 3.1 to the 8-K filed by the Issuer on February 1, 2018.

(c)  The transactions in the Common Stock
by the Reporting Persons in the past 60 days are set forth in Exhibit D.

(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, WCP, and WAP.

(e) Not
applicable.

Item
6 is hereby amended and supplemented as follows:

On February 28, 2018,
the Issuer entered into a second amendment to the New Credit Agreement (“NCA Amendment 2”) among the Borrower and the
other guarantors party thereto, the lenders party thereto, including WMP, WCP, and WAP (the “Credit Agreement Lenders”),
and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders. NCA Amendment 2, among other things,
removes the condition providing for an early maturity of September 14, 2018. The maturity date of the New Credit Agreement is January
2, 2020.

The summary of the
Issuer’s NCA Amendment 2 set forth above does not purport to be complete and is qualified in its entirety by reference to
the Issuer’s 8-K, dated as of February 27, 2018, a copy of which is being filed as Exhibit Z and is incorporated herein by
reference.

Per the Issuer’s
Schedule 14C filed on February 9, 2018, on January 26, 2018, the Issuer’s board of
directors unanimously adopted a resolution pursuant to which it sought stockholder approval to authorize the issuance of up to
92.76% of the currently outstanding shares of Common Stock, on a fully diluted basis as of the closing of the 2018 Exchange Offer
(approximately 131,292,475 shares) on January 29, 2018, to eligible holders of the Company’s outstanding Exchange Offer
Notes who tendered their Exchange Offer Notes in the exchange offer and consent solicitation. In addition, the consenting stockholders
executed the consent approving the share issuance as described in the Issuer’s Schedule 14C.

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 February 9, 2018, a copy of which is being filed as Exhibit AA hereto and is incorporated herein by reference.

Exhibit A:  Joint Filing Agreement

Exhibit B:  Executive Officers and Board
of Managers of Whitebox Advisors LLC

Exhibit C:  Board Members of Whitebox
General Partner LLC

Exhibit D: Schedule of Transactions in the
Common Stock by the Reporting Persons

Exhibit Z: Amendment No. 2 to First Amended
and Restated Credit and Security Agreement, dated as of February 28, 2018 (incorporated herein by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed by the Issuer on March 2, 2018)

Exhibit AA: Schedule 14C dated as of February 9, 2018 (incorporated
herein by reference to the Schedule 14C filed by the Issuer on February 9, 2018)

Whitebox Advisors LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox General Partner LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Multi-Strategy Partners, LP

By:          Whitebox
General Partner LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Credit Partners, LP

By:          Whitebox
General Partner LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Asymmetric Partners, LP

By:          Whitebox
General Partner LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Advisors LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox General Partner LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Multi-Strategy Partners, LP

By:          Whitebox
General Partner LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Credit Partners, LP

By:          Whitebox
General Partner LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

  Whitebox Asymmetric Partners, LP

By:          Whitebox
General Partner LLC

By:          /s/
Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Founding Partner and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Executive Officer and Board member

Whitebox Advisors LLC

280 Park Ave

Suite 43W

New York, NY 10017

Chief Operating Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Legal Officer

Whitebox Advisors LLC

280 Park Ave

Suite 43W

New York, NY 10017

Chief Compliance Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Risk Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Communications Officer and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Financial Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Technology Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Special Situations and Restructuring and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Structured Credit and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Executive Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Communications Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Special Situations and Restructuring

Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Structured Credit

Whitebox Advisors LLC

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