Seabird Explorat — Proxy Solicitation & Information Statement 2011

Jan 28, 2011

NOTICE OF EXTRAORDINARY GENERAL MEETING IN

SeaBird Exploration PLC

The Board of Directors hereby convene the Shareholders of

SeaBird Exploration PLC

to an Extraordinary General Meeting to be held on

15 February 2011 at 10.00 local time

at Diagoras House, 7th Floor, 16 Pantelis Catelaris Street, CY-1097 Nicosia, CYPRUS

The Extraordinary General Meeting will be opened by the Chairman of the Board of Directors

The following agenda has been set for the general meeting:

1. Increase in number of shares the Company is authorized to issue
2. Appointment of Directors

The purpose of the Meeting is to consider and, if thought fit, approve the entry by the Company into each of the matters listed above.

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1. INCREASE IN NUMBER OF SHARES THE COMPANY IS AUTHORISED TO ISSUE

The Company has entered into a convertible loan agreement with Petroleum Geo-Services ASA (“PGS”), pursuant to which the Company is granted a loan of NOK 240 million (the “Convertible Loan”) at 9% interest. The Convertible Loan has a duration of 5 years, and may be converted to ordinary shares of the Company at any time until maturity at a price of NOK 3.35 per share (subject to certain adjustment mechanisms). The Convertible Loan is part of a general co-operation arrangement between the Company and PGS evidenced by a certain co-operation agreement. Pursuant to the co-operation agreement, PGS will gain exclusive rights to offer the Company’s autonomous seabed recording technology at market terms in Brazil in solutions combining OBN and streamers, and the Company will gain access to PGS’ extensive worldwide marketing network and geophysical expertise including data processing capabilities.

In order to be able to convert the Convertible Loan into shares, and in accordance with the terms of the Convertible Loan, the Board proposes that the authorized share capital of the Company be increased from US$2.700.000,00 divided into 270,000,000 shares of a nominal value USD 0.01 to US$3.950.000,00 divided into 395,000,000 shares of a nominal value of USD 0.01. The reason for this increase is to enable the Board of Directors to convert the Convertible Loan to ordinary shares in accordance with the terms of the Convertible Loan, as well as be able to issue further shares for general corporate purposes, capitalization of the Company, restructuring of debt and incentive stock option programs.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION

That the authorized share capital of the Company be and is hereby increased from US$ 2.700.000,00 (United States Dollars two million and seven hundred thousand) divided into 270,000,000 (Two hundred and seventy million) ordinary shares of US$ 0.01 each to US$ 3.950.000,00 (United States Dollars three million and nine hundred and fifty thousand) divided into 395,000,000 (three hundred and ninety five million) ordinary shares of US$ 0.01 each. Such new shares to rank pari passu in all respects with the existing shares in the capital of the Company” (“Resolution 1”).

2. APPOINTMENT OF DIRECTORS

According to the terms of the Convertible Loan, PGS shall have the right to nominate and have elected two directors to the Board of Directors of the Company. This right shall last for as long as the Loan is fully or partially outstanding (or PGS is a substantial shareholder).

On such basis, the Board of Directors proposes and recommends to the Extraordinary General Meeting that the following two persons nominated by PGS are elected as members of the Board of Directors of the Company, until the annual general meeting in 2012:

• Mr. Jostein Ueland, and
• Mr. Vidar Hovland

Mr. Ueland holds a Master of Science degree in electrical engineering from The Norwegian University of Science and Technology –NTNU and a MBA from INSEAD, Fontainebleau. Mr. Ueland is employed as Senior Vice President Business Development in Petroleum Geo-Services ASA. Previous

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positions include 6 years as Vice President Corporate Development in Kværner ASA, 3 years as President of Kvaerner Panel Systems GmbH, Germany, and 5 years as President of Vector International AS.

Mr. Hovland holds B Sc degrees in electronics and computer science. Mr. Hovland is currently employed as Senior Vice President Special Projects in PGS. Previous positions include three years as President for Marine Acquisition in PGS and five years as Managing Director of Fugro-Geoteam.

The proposed resolutions are subject to shareholder approval of the matters on item 1 on the agenda.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS ORDINARY RESOLUTIONS

That Mr. Jostein Ueland be and is hereby appointed as director until the Annual General Meeting in 2012 (“Resolution 2”).

That Mr. Vidar Hovland be and is hereby appointed as director until the Annual General Meeting in 2012 (“Resolution 3”).

After approval of this proposal, the Board of Directors will consist of Mr. Frans Malmros (Chairman), Mr. Jan-Eivind Fondal, Mr. Robert Lane, Mr. Ola Lorentzon, Mr. Melvin Teigen, Mr. Kjell Mathiassen, Mr. Tim Isden, Mr. Jostein Ueland and Mr. Vidar Hovland.

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Cyprus 27 January 2011

Chairman of the Board of Directors
(sign)

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Notes:

1. A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to exercise all or any of their rights to attend and to speak and to vote on their behalf. A proxy need not be a member of the Company.

2. All persons/companies registered with the Norwegian Central Securities Depository (the “VPS”) being holders of depositary ownership interest in SeaBird Exploration Limited for the relevant shares may attend and/or exercise their voting rights at the General Meeting by notifying the Company’s VPS Registrar, DnB NOR Bank ASA, by 12:00 hours CET 14 February 2011 in the form of the attached proxy, to be sent either via fax, fax number +47 22 94 90 20, or alternatively via ordinary mail to address: DnB NOR Bank ASA, Registrars Dept., Stranden 21, 0021 Oslo, Norway.

3. In the case of a corporation, the proxy must be signed on its behalf by a duly authorized officer or attorney, and a copy of the power of attorney or other authority (if relevant) under which the proxy is signed should be forwarded to the VPS Registrar together with the duly signed and completed proxy form.

4. Holders of depositary ownership interests who wish to attend and vote at the General Meeting in person should request the VPS Registrar to appoint him/her/it as proxy in the attached proxy form.

5. Completion of a proxy will not prevent members from attending and voting in person if they so wish.

6. A proxy form which may be used to make such an appointment has been sent to all Shareholders together with this Notice.

7. In the case of joint holders the signature of any one of them will suffice. The vote of the senior party tendering a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

8. The Company specifies that for a member to be entitled to attend and vote at the meeting (and for the determination by the Company of the number of votes they may cast) they must be entered on the Company’s register of members by three days before meeting (“the Specified Time”). Changes to entries on the register after the Specified Time will be disregarded in determining the rights of any person to attend or vote at the meeting.

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DnB NOR

To the beneficial shareholders of SeaBird Exploration Limited

Our ref.
Registrars Department/kgb

Date
Oslo, 27 January 2011

SeaBird Exploration Limited

Voting Extraordinary General Meeting 15 February 2011

As your holding of shares in SeaBird Exploration Limited (registered in The Norwegian Central Securities Depository - the "VPS") is registered in the name of DnB NOR Bank ASA in the main register of shareholders on Cyprus on behalf of the VPS Register, voting at the above-mentioned Extraordinary General Meeting will have to be executed through DnB NOR Bank ASA.

Attached please find a copy of the Notice of Extraordinary General Meeting issued by SeaBird Exploration Limited and a proxy form you may use if you want to cast your votes on the issues set forth in the above referred notice.

You are encouraged to specify your votes by marking the appropriate boxes on the enclosed proxy form. When properly executed, the proxy will be voted in the manner directed therein. If you sign and return your proxy without marking any appropriate boxes, the Chairman of the meeting or any individual appointed by the Chairman of the meeting, will as true and lawful agent and proxy for DnB NOR Bank ASA vote your shares as he sees appropriate.

Your proxy is to be received by DnB NOR Bank ASA, Registrars Department, Oslo, not later than 14 February 2011 12:00 hours Oslo Time. The address of DnB NOR Bank ASA is: DnB NOR Bank ASA, Registrars Dept., Stranden 21, 0021 Oslo, Norway. Alternatively, send the proxy by facsimile + (47) 22 94 90 20 within the aforementioned date and time.

Yours sincerely,
for DnB NOR Bank ASA

DnB NOR Bank ASA NO-0021 Oslo, Norway Besøksadresse/Office: Stranden 21, Oslo Telefon/Telephone: +47 915 03 000 Foretaksregisteret/Register of Business Enterprises NO 984 851 006 MVA. Swift address: DNBANOKK www.dnbnor.no

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PROXY

SeaBird Exploration PLC (the "Company")
Proxy Solicited for Extraordinary General Meeting 15 February 2011

The undersigned hereby authorize DnB NOR Bank ASA to constitute and appoint the Chairman of the meeting, or failing the Chairman of the meeting, any individual appointed by the Chairman of the meeting, as his true and lawful agent and proxy, to represent the undersigned at the Extraordinary General Meeting of shareholders of the Company to be held in Diagoras House 7th Floor, 16 Pantelis Catelaris Street, CY-1097 Nicosia, CYPRUS at 10:00 (local time), for the purposes set forth below and in the Notice of Extraordinary General Meeting issued by the Company.

☑ Please mark your votes as in this example.

Issues	YES	NO	ABSTAIN
1. Increase in number of shares the Company is authorized to issue
2. Appointment of Mr. Jostein Ueland as Director
3. Appointment of Mr. Vidar Hovland as Director

Signature(s) _________
Date: ___________

Note: Please sign exactly as name appears above, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such.

Name of shareholder in block letters: _____________