Exhibit 99.1

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

JOINT MOTION FOR ENTRY OF CONSENT JUDGMENT SUBMITTED BY PLAINTIFF SECURITIES AND EXCHANGE COMMISSION AND DEFENDANT SAEXPLORATION HOLDINGS, INC.

Plaintiff Securities and Exchange Commission (the “SEC” or “Commission”) and Defendant SAExploration Holdings, Inc. (“SAE”) (together, the “Settling Parties”), having reached a settlement, respectfully submit this joint motion for entry of a consent final judgment to resolve the SEC’s claims against SAE in this case.  As set forth below, the Settling Parties submit that their settlement is fair, reasonable, and in the public interest, and thus request that the Court enter the proposed final judgment submitted herewith.

On October 8, 2020, the SEC filed a Complaint, alleging that beginning in 2015, SAE, as a result of the actions of Defendants Jeffrey H. Hastings (former Chief Executive Officer and Chairman of SAE’s Board of Directors), Brent N. Whiteley (former Chief Financial Officer and General Counsel), Brian A. Beatty (former Chief Operations Officer and, prior to that, Chief Executive Officer), and Michael J. Scott (former Executive Vice President of Operations) (collectively, “Former Executives”), artificially and materially inflated SAE’s reported revenue.

In particular, the SEC alleged that the Former Executives created a separate entity (“ASV”) which purported to be an unrelated customer of SAE, that SAE recognized and reported approximately $141 million in revenue from ASV, and that SAE and the Former Executives did not disclose to SAE’s Board, shareholders, debtholders, or the public that ASV was in actuality a related party controlled by Hastings and Whiteley or that ASV could not actually pay the amounts that SAE recorded as revenue. Additionally, the SEC alleged that the Former Executives misappropriated $12 million from SAE, approximately half of which was used to invest in ASV and half of which was pocketed by the Former Executives. The Complaint further alleged that, as a result of the Defendants’ misconduct, SAE’s public filings from June 2015 through March 2019 contained materially false and misleading statements regarding SAE’s revenue, related party transactions, executive compensation, and expenses.

Following negotiations between the Settling Parties, SAE executed a consent (attached hereto as Exhibit 1) in which it agreed to settle the SEC’s charges and to the entry of a final judgment against it (attached hereto as Exhibit 2). Specifically, SAE consented to a settlement in which it neither admits nor denies liability for the claims in the Complaint, as set forth in the

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proposed final judgment that restrains and enjoins SAE from committing violations of: Section 17(a) of the Securities Act of 1933 (“Securities Act”); Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder; Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder; Section 13(b)(2)(A) of the Exchange Act; and Section 13(b)(2)(B) of the Exchange Act.

The United States Supreme Court has endorsed the use and entry of consent judgments. See, e.g., U.S. v. Armour & Co., 402 U.S. 673, 681 (1971); Swift & Co. v. U.S., 276 U.S. 311, 325-26 (1928). The Second Circuit similarly “recognizes a ‘strong federal policy favoring the approval and enforcement of consent decrees.’” SEC v. Citigroup Global Markets, Inc., 752 F.3d 285, 293-94 (2d Cir. 2014) (quoting SEC v. Wang, 944 F.2d 80, 85 (2d Cir 1991)). A district court reviewing a consent judgment proposed by a federal law enforcement agency should “determine whether the proposed consent decree is fair and reasonable, with the additional requirement that the ‘public interest would not be disserved’ . . . in the event that the consent decree includes injunctive relief.” Id. at 294 (quoting eBay, Inc. v. MercExchange, 547 U.S. 388, 391 (2006)). “Absent a substantial basis in the record for concluding that the proposed consent decree does not meet these requirements, the district court is required to enter the order.” Id.

Citigroup sets forth four objective factors to be assessed by the district court as part of its evaluation of a proposed consent judgment for fairness and reasonableness:

(1) the basic legality of the decree (2) whether the terms of the decree, including its enforcement mechanism, are clear, (3) whether the consent decree reflects a resolution of the actual claims in the complaint; and (4) whether the consent decree is tainted by improper collusion or corruption of some kind.

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Id. at 294-95 (internal citations omitted). Although the court may make additional inquiry, depending on the particular circumstances of the case, “[t]he primary focus of the inquiry . . . should be on ensuring the consent decree is procedurally proper . . . taking care not to infringe on the S.E.C.’s discretionary authority to settle on a particular set of terms.” Id. Similarly, “the law requires the Court to give substantial deference to the SEC as the regulatory body having primary responsibility for policing the securities markets.” SEC v. Bank of America Corp., Case Nos. 09 Civ. 6829, 10 Civ. 0215, 2010 WL 624581, at *6 (S.D.N.Y. Feb. 22, 2010).

The SEC and SAE jointly submit that the Court should approve their settlement, and enter the proposed final judgment, because it is fair and reasonable under each of the four elements enumerated in Citigroup.

First, the proposed final judgment satisfies Citigroup’s “basic legality” element. Citigroup, 752 F.3d at 294-95. A consent judgment satisfies this factor as “long as it is within the Court’s authority to enter the decree and within Plaintiff’s authority to enforce it.” Id. Here, the proposed final judgment falls squarely within the authority explicitly granted to this Court under the Securities Act and the Exchange Act. The Commission has authority to bring an action in a United States district court “[w]henever it shall appear to the Commission that any person has violated” the statutes, 15 U.S.C. §§ 77t(b), 78u(d), and this Court has authority to grant “any equitable relief” “appropriate or necessary for the benefit of investors,” 15 U.S.C. § 78u(d)(5). The proposed final judgment permanently restrains SAE from direct or indirect violations of certain provisions of the Securities Act, the Exchange Act, and rules promulgated thereunder. This relief is specifically authorized under those statutes. See 15 U.S.C. § 77t(b); 15 U.S.C. § 78u(d).

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Second, the terms of the proposed final judgment, including its enforcement mechanism, are clear and unambiguous. The preamble to the proposed final judgment describes SAE’s consent to this Court’s jurisdiction over it, as well as its consent to entry of the judgment and waiver of findings of fact and conclusions of law, and any right to appeal. Additionally, the body of the proposed final judgment contains eight numbered sections, which detail: (i) the injunctive relief to be imposed for each of SAE’s violations of the securities laws, as well as those bound by the injunction under Federal Rule of Civil Procedure 65(d)(2); (ii) the force and effect of the consent and SAE’s agreement to comply with the agreements set forth in the consent; and (iii) this Court’s retention of jurisdiction. In all instances, the proposed final judgment tracks the language of the applicable statutes and rules to which it cites, is consistent with the consent to which SAE agreed, and does not exceed the Court or the Commission’s legal authority. Thus, there is no term of the proposed final judgment or mechanism of enforcement that is not expressly addressed, in clear and unambiguous language.

Third, the proposed final judgment “reflects a resolution of the actual claims in the complaint.” Citigroup, 752 F.3d at 295. As detailed above, the proposed final judgment resolves each of the SEC’s claims against SAE.

Fourth, the proposed final judgment is not tainted by collusion or corruption of any kind. SAE was represented by able securities counsel throughout the arms-length negotiations with the SEC. The proposed final judgment is the product of those arms-length negotiations, taking into account the litigation risks faced by both parties and the benefits to both parties in avoiding those risks and avoiding a protracted litigation.

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The proposed settlement is likewise in the public interest. “The job of determining whether the proposed S.E.C. consent decree best serves the public interest . . . rests squarely with the S.E.C., and its decision merits significant deference.” Citigroup, 752 F.3d at 296; see also SEC v. Randolph, 736 F.2d 525, 529 (9th Cir. 1984) (“[T]he courts should pay deference to the judgment of the government agency which has negotiated and submitted the proposed judgment.”). The Commission has concluded that the terms agreed to and the proposed final judgment are in the public interest including the interest of the shareholders and investors whom the SEC is charged to protect.

Additionally, the settlement advances the SEC’s objectives of imposing liability on the parties responsible for those violations, promoting deterrence against the type of conduct alleged in the Complaint, reducing the inefficient expenditure of public funds on lengthy litigation, and promoting final resolution of liability for settling parties. Specifically, the proposed final judgment resolves the SEC’s claims against SAE quickly and efficiently, imposes liability on SAE for its violations of the securities laws, and avoids the need for the SEC, a public agency, to expend significant funds and resources on protracted litigation against SAE. Here, there is no allegation of continuing or ongoing misconduct by SAE. The SEC’s Complaint alleges that the Former Executives hid their fraud from the Board, shareholders and the public.

Finally, the settlement encourages prompt and effective responses to alleged securities law violations. In reaching this settlement, the SEC acknowledges remedial acts undertaken by SAE and cooperation afforded the SEC from August 2019 to the present after a Special Committee of the Board conducted an independent investigation. Thereafter, SAE’s cooperation included timely providing facts developed during the course of its internal investigation. In

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addition, SAE’s remediation included removing the former executives engaged in the misconduct at issue in this litigation and implementing enhancements to its internal policies and procedures, including the addition of a Chief Compliance Officer.

Accordingly, the SEC and SAE respectfully request that the Court approve their settlement and enter the proposed final judgment attached hereto as Exhibit 2.

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Exhibit 99.2

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

CONSENT OF DEFENDANT SAEXPLORATION HOLDINGS, INC.

1.Defendant SAExploration Holdings, Inc. (“Defendant” or “SAE”) waives service of a summons and the complaint in this action, enters a general appearance, and admits the Court’s jurisdiction over Defendant and over the subject matter of this action.

2.Without admitting or denying the allegations of the complaint (except as provided herein in paragraph 10 and except as to personal and subject matter jurisdiction, which Defendant admits), Defendant hereby consents to the entry of the final Judgment in the form attached hereto (the “Final Judgment”) and incorporated by reference herein, which, among other things:

3.Defendant waives the entry of findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.

4.Defendant waives the right, if any, to a jury trial and to appeal from the entry of the Final Judgment.

5.Defendant enters into this Consent voluntarily and represents that no threats, offers, promises, or inducements of any kind have been made by the Commission or any member, officer, employee, agent, or representative of the Commission to induce Defendant to enter into this Consent.

6.Defendant agrees that this Consent shall be incorporated into the Final Judgment with the same force and effect as if fully set forth therein.

7.Defendant will not oppose the enforcement of the Final Judgment on the ground, if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and hereby waives any objection based thereon.

8.Defendant waives service of the Final Judgment and agrees that entry of the Final Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant of its terms and conditions.  Defendant further agrees to provide counsel for the Commission, within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or declaration stating that Defendant has received and read a copy of the Final Judgment.

9.Consistent with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted against Defendant in this civil proceeding.  Defendant acknowledges that no promise or

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representation has been made by the Commission or any member, officer, employee, agent, or representative of the Commission with regard to any criminal liability that may have arisen or may arise from the facts underlying this action or immunity from any such criminal liability.  Defendant waives any claim of Double Jeopardy based upon the settlement of this proceeding, including the imposition of any remedy or civil penalty herein.  Defendant further acknowledges that the Court’s entry of a permanent injunction may have collateral consequences under federal or state law and the rules and regulations of self-regulatory organizations, licensing boards, and other regulatory organizations.  Such collateral consequences include, but are not limited to, a statutory disqualification with respect to membership or participation in, or association with a member of, a self-regulatory organization.  This statutory disqualification has consequences that are separate from any sanction imposed in an administrative proceeding.  In addition, in any disciplinary proceeding before the Commission based on the entry of the injunction in this action, Defendant understands that it shall not be permitted to contest the factual allegations of the complaint in this action.

10.Defendant understands and agrees to comply with the terms of 17 C.F.R. § 202.5(e), which provides in part that it is the Commission’s policy “not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the complaint or order for proceedings,” and “a refusal to admit the allegations is equivalent to a denial, unless the defendant or respondent states that he neither admits nor denies the allegations.”  As part of Defendant’s agreement to comply with the terms of Section 202.5(e), Defendant: (i) will not take any action or make or permit to be made any public statement denying, directly or indirectly, any allegation in the complaint or creating the impression that the complaint is without factual basis; (ii) will not make or permit to be made any public statement

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to the effect that Defendant does not admit the allegations of the complaint, or that this Consent contains no admission of the allegations, without also stating that Defendant does not deny the allegations; and (iii) upon the filing of this Consent, Defendant hereby withdraws any papers filed in this action to the extent that they deny any allegation in the complaint.  If Defendant breaches this agreement, the Commission may petition the Court to vacate the Final Judgment and restore this action to its active docket.  Nothing in this paragraph affects Defendant’s: (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation or other legal proceedings in which the Commission is not a party.

11.Defendant hereby waives any rights under the Equal Access to Justice Act, the Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to seek from the United States, or any agency, or any official of the United States acting in his or her official capacity, directly or indirectly, reimbursement of attorney’s fees or other fees, expenses, or costs expended by Defendant to defend against this action.  For these purposes, Defendant agrees that Defendant is not the prevailing party in this action since the parties have reached a good faith settlement.

12.In connection with this action and any related judicial or administrative proceeding or investigation commenced by the Commission or to which the Commission is a party, Defendant (i) agrees to appear and be interviewed by Commission staff at such times and places as the staff requests upon reasonable notice; (ii) will accept service by mail or facsimile transmission of notices or subpoenas issued by the Commission for documents or testimony at depositions, hearings, or trials, or in connection with any related investigation by Commission staff; (iii) appoints Defendant’s undersigned attorney as agent to receive service of such notices and subpoenas; (iv) with respect to such notices and subpoenas, waives the territorial limits on

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service contained in Rule 45 of the Federal Rules of Civil Procedure and any applicable local rules, provided that the party requesting the testimony reimburses Defendant’s travel, lodging, and subsistence expenses at the then-prevailing U.S. Government per diem rates; and (v) consents to personal jurisdiction over Defendant in any United States District Court for purposes of enforcing any such subpoena.

13.Defendant agrees that the Commission may present the Final Judgment to the Court for signature and entry without further notice.

14.Defendant agrees that this Court shall retain jurisdiction over this matter for the purpose of enforcing the terms of the Final Judgment.

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SAEXPLORATION HOLDINGS, INC.

CERTIFICATE OF CORPORATE RESOLUTION

I, David Alan Rassin, do hereby certify that I am the duly elected, qualified and acting Vice President, General Counsel, Chief Compliance Officer, and Secretary of SAExploration Holdings, Inc., a public corporation domiciled in Delaware, and that the following is a complete and accurate copy of a resolution adopted by the Board of Directors of SAExploration Holdings, Inc. (the “Company”) on November 2nd, 2020, which resolved as follows:

That Michael J. Faust, in his capacity as Chief Executive Officer and President of the Company (“Faust”), be, and hereby is, authorized, empowered, and directed to act on behalf of the Company, and in his sole discretion, to negotiate, approve, and make the offer of settlement of the Company attached hereto in the SEC Settlement Documents to the Commission in connection with the investigation conducted by the Commission; in this connection, Faust be, and hereby is, authorized, empowered, and directed to undertake such actions that Faust may deem necessary, convenient, or appropriate, including the execution of the such documentation as may be required by the Commission, in order to carry out the foregoing;

I further certify that the aforesaid resolution has not been amended or revoked in any respect and remains in full force and effect.

IN WITNESS WHEREOF, I have executed this Certification as a sealed instrument this  3rd day of November, 2020.

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Exhibit 99.3

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

FINAL JUDGMENT AS TO DEFENDANT SAEXPLORATION HOLDINGS, INC.

The Securities and Exchange Commission having filed a Complaint and Defendant SAExploration Holdings, Inc. having entered a general appearance; consented to the Court’s jurisdiction over Defendant and the subject matter of this action; consented to entry of this Final Judgment without admitting or denying the allegations of the Complaint (except as to jurisdiction); waived findings of fact and conclusions of law; and waived any right to appeal from this Final Judgment:

I.

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of

interstate commerce, or of the mails, or of any facility of any national securities exchange, in connection with the purchase or sale of any security:

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or with anyone described in (a).

II.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly:

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or with anyone described in (a).

III.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from, directly or indirectly, violating Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, and 240.13a-13] by filing with the Commission any information, document or report required to be filed with the Commission pursuant to Exchange Act Section 13(a) and the rules and regulations promulgated thereunder, which contains any untrue statement of a material fact, which omits to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, or which omits to disclose any information required to be disclosed.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or with anyone described in (a).

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IV.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from, directly or indirectly, violating Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by failing to make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition of its assets.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or with anyone described in (a).

V.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from, directly or indirectly, violating Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and maintain a system of internal accounting controls sufficient to reasonably assure that transactions are recorded and financial statements are prepared in conformity with generally accepted accounting principles.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or with anyone described in (a).

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VI.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is incorporated herein with the same force and effect as if fully set forth herein, and that Defendant shall comply with all of the undertakings and agreements set forth therein.

VII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

VIII.

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.

Dated: ______________, _____

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UNITED STATES DISTRICT JUDGE

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