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SAExploration Files Registration Statement For Warrant Exchange Offer And Announces An Amendment To Its Senior Credit Agreement

SAExploration Holdings, Inc. (NASDAQ:SAEX)(OTCBB:SAEXW) (“SAE” or the “Company”) today announced that it has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 in connection with the proposed exchange of its warrants for shares of its common stock and that it has entered into an amendment to its credit agreement with its senior lenders.

Filing of Form S-4

Under the terms of the warrant exchange offer, each of SAE’s warrant holders will have the opportunity to receive one share of SAE common stock in exchange for every ten of its outstanding warrants tendered by the holder and exchanged pursuant to the offer. The offer will be open to all holders of warrants issued by SAE, and each holder may exchange all or less than all of its warrants. SAE will pay cash in lieu of issuing fractional shares of common stock to any holder of warrants who would otherwise have been entitled to receive fractional shares. SAE, which was previously named Trio Merger Corp., agreed to conduct the warrant exchange offer in connection with the merger of its wholly-owned subsidiary Trio Merger Sub, Inc., now named SAExploration Sub, Inc., with the corporation formerly known as SAExploration Holdings, Inc.

The Form S-4 is available on the SEC's EDGAR system, and may be accessed at http://www.sec.gov/Archives/edgar/data/1514732/000114420413058098/0001144204-13-058098-index.htm. The registration statement has not yet been declared effective and the information contained in the filing is subject to change. SAE will make an announcement when it commences the exchange offer.

Amendment to Credit Agreement

Prior to filing the Form S-4, SAE entered into a third amendment to the credit agreement with its senior lenders originally dated as of November 28, 2012. Pursuant to the amendment, the parties mutually agreed to amend, among other matters, certain financial covenants contained in the credit agreement. These amendments provide SAE added financial flexibility through December 31, 2014, but also constrain SAE’s level of capital expenditures and payments to affiliates during the same period.

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