SAExploration : Code of Business Conduct and Ethics

Code of Business Conduct and Ethics

At SAExploration Holdings, Inc. (together with its subsidiaries, "SAE" or the "Company"), we act with uncompromising honesty and integrity at all times to ensure that we deliver quality service to our customers. Our core values and commitment to high ethical standards in our operations define and influence how we interact with each other, our customers and the communities where we operate. Consistency in these standards, complying with the laws and regulations of the places where we operate and living our core values combine to help us achieve long-term success as a business, service provider and employer.

The Board of Directors of the Company has adopted this Code of Business Conduct and Ethics (the "Code"), along with the Anti-Corruption Policy and

Employee Handbook, to:

(a) Ensure honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

• (b) Ensure full, fair, accurate, timely and understandable disclosure in reports and other documents that the Company files with, or submits to, government regulators, including the Securities and Exchange Commission (the "SEC"), and in other public communications made by the Company;

• (c) Ensure compliance with applicable governmental laws, rules and regulations;

• (d) Ensure the protection of Company assets and property, including corporate opportunities and confidential information;

• (e) Ensure fair dealing practices;

• (f) Deter wrongdoings; and

• (g) Ensure accountability for adherence to the Code.

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Contents

INTRODUCTION .................................................................................. 1

Purpose of the Code ................................................................. 1

Ethics ........................................................................................ 1

CONDUCT INVOLVING OURSELVES AND OUR FELLOW EMPLOYEES ..1

Equitable Treatment ................................................................. 1

Harassment and Discriminaon ................................................ 1

Health and Safety ..................................................................... 2

CONDUCT INVOLVING OUR BUSINESS PARTNERS .............................. 2

Conflicts of Interest .................................................................. 2

Corporate Opportunies ........................................................... 3

Bribes and Kickbacks ................................................................. 3

Business Courtesies .................................................................. 3

Gathering Compeve Informaon .......................................... 4

Sales: Defamaon and Misrepresentaon ................................ 4

Fair Dealing ............................................................................... 4

CONDUCT INVOLVING OUR BUSINESS ................................................ 4

RESOURCES ................................ ................................ ......................... 4

Protecon and Proper Use of SAE Property .............................. 4

Disclosure ................................................................................. 4

Accuracy of Other Company Records ........................................ 5

Retenon of Business Records .................................................. 5

Protecon of SAE, Client or Vendor Informaon ....................... 5

Use of SAE and Third-Party Soſtware ........................................ 6

Developing Soſtware ................................................................ 6

CONDUCT INVOLVING OUR COMMUNITIES ....................................... 6

Antrust Laws .......................................................................... 6

Internaonal Trade and An-Boyco Regulaons .................... 6

Securies Trading ..................................................................... 6

Please also see SAE's Insider Trading Policy for further detail. .. 7

Polical Contribuons .............................................................. 7

ACCOUNTABILITY AND WAIVERS ....................................................... 7

Reporng Ethical Violaons ...................................................... 7

Enforcement ............................................................................. 7

Waivers .................................................................................... 7

ACKNOWLEDGMENT OF RECEIPT AND REVIEW ................................. 8

CONCLUSION ...................................................................................... 8

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The Company's policy is to act with uncompromising integrity at all times by conducting its affairs honestly and ethically. All directors, officers, employees and third-party representatives such as independent contractors, consultants and agents must act with integrity and observe the highest ethical standards of business conduct in their dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else whom they have contact in the course of their business. Each director, officer, employee or third-party representative should act in accordance with this Code and should also always use good judgment in his or her business and professional dealings.

INTRODUCTION

Purpose of the Code

SAE conducts its affairs consistent with the applicable laws and regulations of the countries where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between SAE's ethical practices, and the practices, customs and/or laws of a country, SAE seeks to resolve them consistent with its ethical beliefs and the prevailing law. If the conflict cannot be resolved consistent with its ethical beliefs, SAE will not proceed with the proposed action giving rise to the conflict. These ethical standards reflect who we are.

Ethics

While this Code does not include a summary of all laws and policies that apply to SAE's business, it provides guidance to help us make good decisions and act with integrity, even in situations where the right course of action might not always be clear or easy. A violation of the Code will result in corrective action, up to and including termination of employment.

SAE and each of its directors, officers, employees and third-party representatives wherever they may be located must conduct their affairs with uncompromising honesty and integrity. As an SAE director, officer, employee or third-party representative, you are

required to adhere to the highest standard regardless of local custom.

Directors, officers, employees and third-party representatives are expected to be honest and ethical in dealing with each other and with clients, vendors and all other third parties. Doing the right thing means doing it right every time.

You must also respect the rights of employees and third parties who come into contact with SAE. Your actions must be free from discrimination, libel, slander and harassment. Each person must be accorded equal opportunity, regardless of age, race, sex, sexual preference, color, religion, national origin, marital status or family obligations, veteran status or disability.

Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will not be retaliated against for reporting your discoveries or good faith suspicions.

CONDUCT INVOLVING OURSELVES AND OUR FELLOW EMPLOYEES

Equitable Treatment

SAE gives equal employment opportunity to all individuals regardless of their age, sex, race, religion, color, national origin, disability, veteran status, sexual orientation, marital or family status or other protected status. SAE's commitment to fair treatment applies to

all phases of the employment relationship, including:

• • Hiring, assigning, promoting and terminating employees.

• • Allowing opportunities for growth and development.

• • Recognizing successes.

• • Selecting employees for training programs.

• • Determining wages and benefits.

In addition to its commitment to treat employees fairly, it is SAE's policy to comply with applicable employment-related laws in the

United States and other countries in which it does business.

Harassment and Discrimination

SAE expects employees to treat each other with respect, courtesy, consideration and professionalism. Any form of harassment or discrimination by any employee for any reason is unacceptable and is

grounds for discipline, up to and including, termination. Verbal or physical harassment by an employee that disrupts another's work performance or creates an intimidating, offensive, abusive or hostile work environment based on a protected characteristic is unacceptable and is grounds for discipline, up to and including, termination. In addition, unwelcome sexual advances, requests for sexual favors and other unwelcome verbal or physical conduct of a sexual nature are specifically prohibited. All employees are encouraged to inform the source of any harassment or discrimination that the behavior is unwelcome and should promptly report such harassment to the appropriate Company representative when it occurs. If you have questions about who the appropriate Company representative is for you to report to or you are uncomfortable reporting to that individual, you may call SAE's Chief Compliance Officer or the Chairman of Audit

Committee. Anyone who reports such discrimination or harassment in good faith or who participates in an investigation into such claims will not suffer retaliation.

Health and Safety

SAE will not compromise health or safety in the workplace. Each employee is responsible for observing the health and safety rules

and practices that apply to his or her job to ensure a safe work environment for everyone. Employees are also responsible for immediately reporting accidents, injuries, hazards, broken equipment and unsafe practices or conditions to a supervisor.

Employees must not use, bring or transfer illegal drugs on Company property. Employees are not allowed to work if affected by alcohol or under the influence of illegal drugs. Misusing legal drugs in the workplace is not allowed. Similarly, SAE will not let someone work if his or her use of legal drugs creates an unsafe condition.

Employees may not act violently or threaten violence while at work.

Subject to the local laws, SAE will enforce reasonable restrictions on employee's rights to bring or use a weapon on a work site.

CONDUCT INVOLVING OUR BUSINESS PARTNERS Conflicts of Interest

A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of SAE as a whole. A conflict of interest can arise if you (or a member of your family) take actions or have interests that may make it difficult to perform your work for SAE objectively and effectively. Conflicts of interest can also arise if you (or a member of your family) receive improper personal benefits as a result of your position in SAE. For example, there is a likely conflict of interest if you:

• • cause SAE to engage in business transactions with relatives or friends;

• • use nonpublic SAE, client or vendor information for personal gain by you, relatives or friends (including securities transactions based on such information);

• • have a financial interest in SAE's vendors, clients or competitors;

• • receive a loan, or guarantee of obligations (including the use of

  Company credit card(s) for personal use), from SAE or a third party as a result of your position at SAE. Loans by SAE to, or guarantees by SAE of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by SAE to, or guarantees by SAE of obligations of, any director or officer or their family members are expressly prohibited; or

• • compete, or prepare to compete, with SAE while still employed or contracted by SAE. To this end, non-disclosure and confidentiality agreements between SAE and the employee are in effect during and following employment.

There are other situations in which a conflict of interest may arise.

Whether or not a conflict of interest exists or will exist can be

unclear. Conflicts of interest should be avoided unless specifically authorized as described in paragraphs (1) and (2) below: