Trio Merger Corp. Stockholders Approve Merger With SAExploration, Inc.

Trio Merger Corp. (NASDAQ:TRIO; OTCBB: TMRGW) (“Trio”) today announced that its stockholders approved the merger between Trio and privately-held SAExploration Holdings, Inc. (“SAE”). The vote to approve the merger took place at the Special Meeting of Trio’s Stockholders (the “Meeting”), which was held today. Closing of the merger is expected to occur on June 24, 2013.

Of the shares voted at the Meeting, approximately 98.3% voted in favor of approving the plan of merger. Owners of 987,634 shares eligible to be voted exercised their conversion rights and redeemed their shares for approximately $10.08 of cash per share, or an aggregate of approximately $9.96 million. Immediately prior to the Meeting, Trio held approximately $61.68 million in a trust account maintained by an independent trustee from which the redemptions will be funded, leaving approximately $51.72 million to be released upon the consummation of the merger.

Stockholders also approved, among other matters, certain amendments to Trio’s certificate of incorporation, including changing Trio’s name to SAExploration Holdings, Inc., and the 2013 Long-Term Incentive Plan. Stockholders also elected eight directors as follows:
  • Class A (serving until 2014): Jeff Hastings, Brent Whiteley and Gary Dalton
  • Class B (serving until 2015): Brian Beatty and Arnold Wong
  • Class C (serving until 2016): Eric S. Rosenfeld, David D. Sgro and Gregory R. Monahan

The exact tally of the votes will be included in a Current Report on Form 8-K to be filed by Trio with the Securities and Exchange Commission.

About SAExploration Holdings, Inc.

SAE is a holding company of various subsidiaries which cumulatively form a geographically diversified seismic data acquisition company. SAE provides a full range of 2D, 3D and 4D seismic data services to its clients, including surveying, program design, logistical support, data acquisition, processing, camp services, catering, environmental assessment and community relations. The Company services its multinational client base from offices in Canada, Alaska, Peru, Colombia, Bolivia, Papua New Guinea, New Zealand and Brazil. SAE’s website is www.saexploration.com.

The information on SAE’s website is not, and shall not be deemed to be, a part of this notice or incorporated in filings either Trio or SAE makes with the SEC.