SBX: SEABIRD EXPLORATION - CONTEMPLATED PRIVATE PLACEMENT & OPERATIONAL UPDATE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN 
PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR 
THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE 
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS 
ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE 
SECURITIES DESCRIBED HEREIN.

SeaBird Exploration Plc ("SeaBird" or the "Company") intends 
to carry out a private placement of new Class A shares 
(the "Offer Shares") in the Company, each with a nominal 
value of USD 0.001, at a subscription price (the "Offer 
Price") of NOK 0.10 per Offer Share (the "Private 
Placement"). The Private Placement will be for a minimum of 
NOK 95 million and a maximum of NOK 100 million 
corresponding to 950,000,000 to 1,000,000,000 Offer Shares. 
As further described below, the Offer Shares will initially 
be issued on a separate ISIN, and will be converted into 
ordinary shares of the Company following a reduction of the 
nominal value of the Company's existing share capital. The 
net proceeds from the Private Placement will be used for 
working capital purposes to strengthen the financial 
position of the Company as well as for general corporate 
purposes. The Company has received irrevocable pre-
subscriptions for NOK 95 million (the "Pre-subscribers"), 
who are guaranteed 100% allocation. ABG Sundal Collier ASA 
and Arctic Securities AS have been engaged as Joint 
Bookrunners for the Private Placement (the "Managers").

The Private Placement will be carried out on the following 
terms: 
-	The application period for the Private Placement 
opens today at 16:30 CET and closes today at 19:00 CET. The 
Managers may, however, at any time resolve to close or 
extend the subscription period at its sole discretion and on 
short notice.
-	The Company has received irrevocable pre-
subscriptions for NOK 95 million. The Pre-subscribers are 
guaranteed 100% allocation of their subscriptions.
-	The Company may at its discretion extend the Private 
Placement, but the Private Placement will not exceed NOK 100 
million.
-	The minimum subscription and allocation amount in 
the Private Placement will be the NOK equivalent of EUR 
100,000, provided that the Company may, at its sole 
discretion, allocate an amount below EUR 100,000 to the 
extent applicable exemptions from the prospectus requirement 
pursuant to applicable regulations, including the Norwegian 
Securities Trading Act and ancillary regulations, are 
available. The final allocation and completion of the 
Private Placement is subject to approval by the Company's 
Board of Directors.
-	Each Offer Share will rank pari passu with the 
ordinary shares of the Company in all respects (including 
carrying the same voting rights and dividend rights as the 
ordinary shares), and will be convertible automatically into 
ordinary shares of the Company (the "Conversion") at a rate 
of 1 Offer Share to 1 ordinary share of nominal value USD 
0.001 each, upon effective completion of the reduction of 
the Company's authorized and issued share capital, through 
the reduction of the nominal value of its ordinary shares 
from USD 0.1 to USD 0.001, such reduction to be resolved in 
a separate extraordinary general meeting of the Company 
expected to be held in primo/medio October 2017.
-	The Offer Shares will be delivered on a separate 
ISIN, and will upon Conversion and approval of a listing 
prospectus be transferred to the Company´s ordinary ISIN and 
listed. The conversion process is expected to be finalized 
by late Q4, pending court approval of the reduction.
-	Subject to approval by the EGM and completion of the 
Private Placement, the Company may carry out a subsequent 
repair offering of shares raising proceeds of up to NOK 5 
million at the Offer Price to its existing shareholders as 
of close of trading 15 September 2017, as subsequently 
recorded in the VPS, who were not contacted with respect to 
the Private Placement.
-	The completion of the Private Placement will be 
conditional upon an extraordinary general meeting of the 
Company (the "EGM") authorising the issue of the Offer 
Shares (the "EGM Condition"). The EGM is expected to be held 
on or around the 2nd of October 2017.
-	The payment date will be set by the Company and will 
fall as soon as practicable following the EGM.

The following subscriptions have been made by the Company's 
key management, who are guaranteed 100% allocation and are 
subject to a lock up period of two years provided that the 
relevant employee is employed by the Company:
-	Christophe Debouvry, NOK 800,000
-	Nils Haugestad, NOK 800,000
-	Kjell Mangerøy, NOK 400,000

The Board, together with the Company's management and the 
Managers, has considered various transaction alternatives to 
secure new financing. Based on an overall assessment, taking 
into account inter alia the need for funding, execution risk 
and possible alternatives, the Board has on the basis of 
careful considerations decided that the Private Placement is 
the alternative that best protects the Company's and the 
shareholders' joint interests. Thus, the waiver of the 
preferential rights inherent in a share capital increase 
through issuance of new shares is considered necessary.

Operational update
SeaBird has taken pro-active measures to address its cost 
base in light of the weaker seismic market conditions. From 
an SG&A level of around USD 20 million in 2015, the Company 
reduced its SG&A to USD 13 million in 2016. Further 
reductions during 2017 lead to an expected run rate below 
USD 6 million by year-end 2017. 

In addition to the previously announced backlog, the Company 
has entered into two letters of intent, which are subject to 
the clients obtaining funding for their surveys. 

For third quarter 2017, the Company estimates revenues in 
the range of USD 2.5 - 3.5 million, with an estimated 
EBITDA, net of any restructuring and non-recurring items, of 
approximately USD negative 6 - negative 8 million. 
Relative to the third quarter 2017, the Company expects 
improved utilisation in the fourth quarter 2017. With this 
restructuring, the Company has secured substantial improved 
runway in anticipation of better market conditions.

ABG Sundal Collier ASA and Arctic Securities AS act as 
financial advisors to the Company. Advokatfirmaet Schjødt AS 
acts as Norwegian legal counsel to the Company.

For further information please contact:

Christophe Debouvry
CEO SeaBird Exploration
Phone: +47 22402705

Nils Haugestad
CFO SeaBird Exploration
Phone: +47 22402717

Important information:

The release is not for publication or distribution, in whole 
or in part directly or indirectly, in or into Australia, 
Canada, Japan or the United States (including its 
territories and possessions, any state of the United States 
and the District of Columbia). 

This release is an announcement issued pursuant to legal 
information obligations, and is subject of the disclosure 
requirements pursuant to section 5-12 of the Norwegian 
Securities Trading Act. It is issued for information 
purposes only, and does not constitute or form part of any 
offer or solicitation to purchase or subscribe for 
securities, in the United States or in any other 
jurisdiction. The securities mentioned herein have not been, 
and will not be, registered under the United States 
Securities Act of 1933, as amended (the "US Securities 
Act"). The securities may not be offered or sold in the 
United States except pursuant to an exemption from the 
registration requirements of the US Securities Act. The 
Company does not intend to register any portion of the 
offering of the securities in the United States or to 
conduct a public offering of the securities in the United 
States. Copies of this announcement are not being made and 
may not be distributed or sent into Australia, Canada, Japan 
or the United States. The issue, exercise, purchase or sale 
of subscription rights and the subscription or purchase of 
shares in the Company are subject to specific legal or 
regulatory restrictions in certain jurisdictions. Neither 
the Company nor the Managers assumes any responsibility in 
the event there is a violation by any person of such 
restrictions.

The distribution of this release may in certain 
jurisdictions be restricted by law. Persons into whose 
possession this release comes should inform themselves about 
and observe any such restrictions. Any failure to comply 
with these restrictions may constitute a violation of the 
securities laws of any such jurisdiction. The Managers are 
acting for the Company and no one else in connection with 
the Private Placement and will not be responsible to anyone 
other than the Company for providing the protections 
afforded to their respective clients or for providing advice 
in relation to the Private Placement and/or any other matter 
referred to in this release.

Forward-looking statements:
This release and any materials distributed in connection 
with this release may contain certain forward-looking 
statements. By their nature, forward-looking statements 
involve risk and uncertainty because they reflect the 
Company's current expectations and assumptions as to future 
events and circumstances that may not prove accurate. A 
number of material factors could cause actual results and 
developments to differ materially from those expressed or 
implied by these forward-looking statements