Form FWP MITCHAM INDUSTRIES INC Filed by: MITCHAM INDUSTRIES INC

Issuer:

Securities Offered:

Number of Shares:

Number of Optional Shares:

Public Offering Price:

Underwriting Discounts:

Structuring Fee:

Maturity Date:

Ratings:

Trade Date:

Settlement Date:

Liquidation Preference:

Dividend Rate:

Dividend Payment Dates:

Optional Redemption:

Change of Control

Share Cap:

25 shares of common stock, par value $0.01 per share, of the Company, subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Company’s common stock), subdivisions or combinations with respect to the Company’s common stock.

Upon such a conversion, the holders of Series A Preferred Stock will be limited to a maximum number of shares of the Company’s common stock equal to the Share Cap multiplied by the number of shares of Series A Preferred Stock converted. If the price of the Company’s common stock is less than $1.00 (which is approximately 25% of the per-share closing sale price of the Company’s common stock reported on the NASDAQ on June 1, 2016), subject to adjustment, the holders will receive a maximum of 25 shares of the Company’s common stock per share of Series A Preferred Stock, which may result in the holders of Series A Preferred Stock receiving common stock with a value that is less than the liquidation preference of the Series A Preferred Stock.

The Company’s articles of incorporation currently authorize 20,000,000 shares of common stock. As a result, these conversion rights would be subject to shareholders approval of an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock.

CUSIP/ISIN:

Sole Underwriter:

Listing:

We have been approved (subject to official notice of issuance) to list the Series A Preferred Stock on the NASDAQ Global Select Market, and we expect that trading on the NASDAQ Global Select Market will commence immediately after the date of initial issuance of the Series A Preferred Stock with the trading symbol “MINDP”. The underwriter has advised us that it intends to make a market in the Series A Preferred Stock prior to the commencement of any trading on the NASDAQ Global Select Market, but the underwriter is not obligated to do so and market making may be discontinued at any time without notice.