Hemisphere Energy Corporation: Exhibit 4.3 - Filed by newsfilecorp.com






SECOND AMENDING AGREEMENT 
TO THE COMMITMENT LETTER

DATED SEPTEMBER 19 2013 

THIS SECOND AMENDING AGREEMENT made effective as of
November 28, 2014 AMONG: 

HEMISPHERE ENERGY CORPORATION 

As Borrower 

And 

ALBERTA TREASURY BRANCHES 

As Lender 

We refer to our Letter Agreement dated September 19, 2013
between Hemisphere Energy Corporation (the "Borrower") and Alberta
Treasury Branches (the "Lender"), as amended by the First Amending
Agreement, dated as of the 23rdday of June, 2014 (collectively, the
"Commitment Letter”) and confirm our agreement to amend our offer of
financial assistance to the Borrower on the terms and conditions described
below. Capitalized terms and paragraph references used herein without definition
shall have the meaning and application given to them in the Commitment Letter.


AMENDMENTS 

	1. 	
      AMOUNTS AND TYPES OF FACILITIES (each referred to as a
      "Facility"):

	 	 
		
      Facility #1 is deleted in its entirety and replaced with
      the following:



Facility #1 - Operating Loan
Facility (Revolving) – Cdn. $15,000,000.00 

	 	- 	Facility #1 is available by way of:
  



	 	- 	Prime-based loans in Canadian dollars 
	 	- 	Letters of Credit (to an aggregate maximum of
      $1,000,000.00) in 
	 	  	Canadian Dollars 
	 	- 	Corporate MasterCard (to a maximum of
      $100,000.00) 



	 	-	
      Facility #1 is to be used for the general operating
      purposes of Borrower related to exploration, development production and
      acquisition of domestic oil and natural gas reserves within the Western
      Canadian Sedimentary basin. 



Notwithstanding the amount of Facility
#1, advances under Facility #1 will be limited to the amount equal to the lesser
of: 

	 	_ 	the maximum principal amount of Facility #1;
      and 
	 	_ 	the amount of the most recent Borrowing Base
      determined hereunder. 






From time to time, the Borrowing Base
shall be re-calculated by Lender upon receipt of each engineering report
required to be delivered hereunder and if Borrower fails to deliver any such
report, then at any other time at Lender's sole discretion, in which event,
Lender shall promptly notify Borrower in writing of each change in the amount of
the Borrowing Base. In the event that Lender recalculates the Borrowing Base to
be an amount that is less than the Borrowings outstanding under Facility #1,
Borrower shall repay the difference between such Borrowings outstanding and the
new Borrowing Base within 30 days of receiving notice of the new Borrowing Base,
and all rates and fees for Facility #1 listed under the "Interest Rates and
Prepayment" section hereof will immediately upon receipt of that notice increase
by 200 basis points, until difference is fully paid whereupon all rates and fees
for Facility #1 will revert to those listed under the interest rates and
prepayment. Lender confirms that the Borrowing Base on the date hereof is
$15,000,000.00.

Other Facilities – Foreign Exchange,
Interest Rate and Commodity Derivatives 

	 	-	
      At Borrower's request, Lender may enter into foreign
      exchange forward contracts and/or interest rate and commodity derivatives
      with Borrower from time to time. Lender makes no commitment to enter into
      any such contract or derivative and may at any time in its sole discretion
      decline to enter into any such contract or derivative. Any Security
      Documents will also secure Borrower's liability and obligations pursuant
      to any such contracts or derivatives. 




	2. 	
      INTEREST RATES AND
PREPAYMENT:



The following amendments are made in
respect of interest rates and repayment for 
Facility #1: 

	 	- 	Pricing applicable to Facility #1 is as
      follows: 



	 	- 	Prime-based loans: Interest is payable in
      Canadian dollars at Prime plus 1.75% per annum 
	 	- 	Letters of Credit: Fee is 2.00% per annum with
      a minimum fee of $200.00. 
	 	- 	Corporate MasterCard: Fees are detailed in the
      Corporate MasterCard documentation. 



	 	- 	Non-refundable facility fee calculated at a
      rate of 0.35% per annum is payable monthly in Canadian dollars on the last
      day of each month, calculated daily on the unused portion of the
      authorized amount of Facility #1. 
	 	  	  
	 	- 	Facility #1 may be prepaid in whole or in part
      at any time (subject to the notice periods provided hereunder in Section
      13) without penalty. 







	4. 	
      FEES:



Section 4 is deleted in its entirety
and replaced with the following:

	 	-	
      Non-refundable new money fee of $13,500.00 (30 bps on
      $4,500,000.00) is payable on acceptance of this offer. Lender is hereby
      authorized to debit Borrower’s current account for any unpaid portion of
      the fee. 

	 	 	
      

	 	-	
      Any amount in excess of established credit facilities may
      be subject to a fee where Lender in its sole discretion permits excess
      Borrowings, if any. 

	 	 	
      

	 	-	
      For reports or statements not received within the
      stipulated periods (and without limiting Lender's rights by virtue of such
      default), Borrower will be subject to a fee of $50 per month (per monthly
      or quarterly report or statement) and $250 per month (per annual report or
      statement) for each late reporting occurrence, which will be deducted from
      Borrower's account. 




	9. 	
      REPORTING COVENANTS:



Section 9 (a) vi) is deleted and
replaced with the following: 

	 	vi) 	
      annual capital and revenue budget reports from Borrower
      for the next following fiscal year which include gross and/or net oil and
      gas production volumes, gross revenues, royalties and other burdens,
      operating costs, general & administrative costs, commodity price
      assumptions and, if available, a pro forma balance
sheet;




	11. 	
      CONDITIONS PRECEDENT:



Section 11 (f) and (g) are deleted.


CONDITIONS PRECEDENT PAB: 

Conditions Precedent PAB are deleted in
their entirety. 

	13. 	
      DRAWDOWNS, PAYMENTS AND EVIDENCE OF
      INDEBTEDNESS:



The Branch of Account is amended as
follows: 

The branch of Lender (the "Branch of
Account") where Borrower maintains an account and through which the Borrowings
will be made available is located at Calgary Stephen Avenue, 239 - 8th Avenue
SW, Calgary, Alberta, T2P 1B9. Funds under the Credit Facilities will be
advanced into and repaid from account no. 760-00213466700 at the Branch of
Account, or such other branch or account as Borrower and Lender may agree upon
from time to time. 





	15. 	
      NEXT REVIEW DATE



Section 15 is deleted and replaced with the following: 

All demand facilities are subject to
review by Lender at any time in its sole discretion, and at least annually. The
next annual review date has been set for May 31, 2015, but may be set at an
earlier or later date at sole discretion of Lender. 

	16. 	
      DEFINITIONS:



Section 16, Definitions is deleted in its entirety and replaced
with the following: 

"Borrowing Base" means the number determined by Lender
based on a lending value assigned to the net present value of the total proved
oil and gas properties of Borrower and Guarantor, as determined by Lender in its
sole discretion in accordance with its customary practices and standards for oil
and gas loans using such reasonable assumptions as may be determined by Lender
in its sole discretion. 

"Borrowings" means all amounts outstanding under the
Facilities, or if the context so requires, all amounts outstanding under one or
more of the Facilities or under one or more borrowing options of one or more of
the Facilities. 

"Business Day" means a day, excluding Saturday and
Sunday, on which banking institutions are open for business in the province of
Alberta. 

"Current Assets" means, for a day, the amount of current
assets of Borrower as determined in accordance with GAAP on a consolidated
basis, but in any event excluding any amounts arising as a result of the
mark-to-market position of Borrower due to hedging contracts. 

"Current Liabilities" means, for a day, the amount of
current liabilities of Borrower as determined in accordance with GAAP on a
consolidated basis, but in any event excluding any amounts arising as a result
of the mark-to-market position of Borrower due to hedging contracts. 

"Generally Accepted Accounting Principles" or
"GAAP" means generally accepted accounting principles as may be described
in the Canadian Institute of Chartered Accountants Handbook and other primary
sources recognized from time to time by the Canadian Institute of Chartered
Accountants. 

"Hedging Agreement" means any swap, hedging, interest
rate, currency, foreign exchange or commodity contract or agreement, or
confirmation thereunder, entered into from time to time in connection with: 

	 	(a) 	
      interest rate swaps, forward rate transactions, interest
      rate options, cap transactions, floor transactions and similar
      rate-related transactions;

	 	 	 
	 	(b) 	
      forward rate agreements, foreign exchange forward
      agreements, cross currency transactions and other similar currency-related
      transactions; or

	 	 	 
	 	(c) 	
      commodity swaps, hedging transactions and other similar
      commodity-related transactions (whether physically or financially
      settled), including without limitation commodity
swaps;







the purpose of which is to hedge (a) interest rate, (b)
currency exchange, and/or (c) commodity price exposure, as the case may be. 

"Indebtedness" means all present and future obligations
and indebtedness of a person, whether direct or indirect, absolute or
contingent, including all indebtedness for borrowed money, all obligations in
respect of swap or hedging arrangements and all other liabilities which in
accordance with GAAP would appear on the liability side of a balance sheet
(other than items of capital, retained earnings and surplus or deferred tax
reserves). 

"Letter of Credit" means a standby or documentary letter
of credit or letter of guarantee issued by the Lender on behalf of the Borrower.


"Loan Parties" means the Borrower and all Guarantors,
other than any Guarantors that are natural persons, and "Loan Party"
means any of them. 

"Material Adverse Effect" means a material adverse
effect on: 

	 	(a) 	
      the financial condition of Borrower or of any Guarantor;
      or

	 	 	 
	 	(b) 	
      the ability of Borrower or any Guarantor to repay amounts
      owing hereunder or under its guarantee in respect
hereof.



"Permitted Encumbrances" means, in respect of the
Borrower and any Guarantor, the following: 

	 	(a) 	
      liens for taxes, assessments or governmental charges not
      yet due or delinquent or the validity of which is being contested in good
      faith;

	 	 	 
	 	(b) 	
      liens arising in connection with workers' compensation,
      unemployment insurance, pension, employment or other social benefits laws
      or regulations which are not yet due or delinquent or the validity of
      which is being contested in good faith;

	 	 	 
	 	(c) 	
      liens under or pursuant to any judgment rendered or claim
      filed which are or will be appealed in good faith provided any execution
      thereof has been stayed;

	 	 	 
	 	(d) 	
      undetermined or inchoate liens and charges incidental to
      construction or current operations which have not at such time been filed
      pursuant to law or which relate to obligations not due or
    delinquent;

	 	 	 
	 	(e) 	
      liens arising by operation of law such as builders'
      liens, carriers' liens, materialmens' liens and other liens of a similar
      nature which relate to obligations not due or delinquent;

	 	 	 
	 	(f) 	
      easements, rights-of-way, servitudes or other similar
      rights in land (including, without in any way limiting the generality of
      the foregoing, rights-of-way and servitudes for railways, sewers, drains,
      gas and oil pipelines, gas and water mains, electric light and power and
      telephone or telegraph or cable television conduits, poles, wires and
      cables) granted to or reserved or taken by other persons which singularly
      or in the aggregate do not materially detract from the value of the land
      concerned or materially impair its use in the operation of the business of
      Borrower or such Guarantor;

	 	 	 
	 	(g) 	
      security given to a public utility or any municipality or
      governmental or other public authority when required by such utility or
      municipality or other authority in connection with the operations of
      Borrower or such Guarantor, all in the ordinary course of its business
      which singularly or in the aggregate do not materially impair the
      operation of the business of Borrower or such
Guarantor;








	 	(h) 	
      the reservation in any original grants from the Crown of
      any land or interests therein and statutory exceptions to title;

	 	 	 
	 	(i) 	
      liens created or arising in the ordinary course of the
      oil and gas business in respect of the joint operation of oil and gas
      properties and related production and processing facilities or
      arrangements for the processing, treating, transmission or transportation
      of hydrocarbon substances, provided such liens are not in respect of
      obligations which are due or delinquent and do not materially reduce the
      value of the oil and gas properties affected by such liens;

	 	 	 
	 	(j) 	
      penalties arising in the ordinary course of business
      under non-participation or independent operations provisions of operating
      agreements as a consequence of an election not to participate in drilling
      or other operations;

	 	 	 
	 	(k) 	
      the provisions of operating agreements, pooling
      agreements, unitization agreements and other similar arrangements entered
      into in the ordinary course of the oil and gas business which do not
      materially affect the value of the oil and gas properties which are
      subject thereto;

	 	 	 
	 	(l) 	
      royalties, net profits interests and similar encumbrances
      and rights to convert any of them to working interests which are created
      in the ordinary course of the oil and gas business; provided that if any
      of the foregoing relate to oil and gas properties, full disclosure thereof
      is made in any engineering reports required to be delivered to Lender from
      time to time in respect of such oil and gas properties;

	 	 	 
	 	(m) 	
      rights of first refusal and similar preferential rights
      created in the ordinary course of the oil and gas business;

	 	 	 
	 	(n) 	
      operating leases;

	 	 	 
	 	(o) 	
      capital lease transactions (according to GAAP) or
      sale-leaseback transactions where the indebtedness represented by all such
      transactions does not at any time exceed $100,000 in aggregate;

	 	 	 
	 	(p) 	
      security interests granted or assumed to finance the
      purchase of any property or asset (a "Purchase Money Security Interest")
      where:




	 	i) 	
      the security interest is granted at the time of or within
      60 days after the purchase,

	 	 	 
	 	ii) 	
      the security interest is limited to the property and
      assets acquired, and

	 	 	 
	 	iii) 	
      the indebtedness represented by all Purchase Money
      Security Interests does not at any time exceed $100,000 in
    aggregate;




	 	(q) 	
      security interests or liens (other than those
      hereinbefore listed) of a specific nature (and excluding for greater
      certainty floating charges) on properties and assets having a fair market
      value not in excess of $100,000 in aggregate.







"Prime" means the prime lending rate per annum
established by Lender from time to time for commercial loans denominated in
Canadian dollars made by Lender in Canada. 

"Subsidiaries" means

	 	(a) 	
      a person of which another person alone or in conjunction
      with its other subsidiaries owns an aggregate number of voting shares
      sufficient to elect a majority of the directors regardless of the manner
      in which other voting shares are voted; and

	 	 	 
	 	(b) 	
      a partnership of which at least a majority of the
      outstanding income interests or capital interests are directly or
      indirectly owned or controlled by such person,



and includes a person in like relation to a Subsidiary. 

"Working Capital Ratio" means, at any time, the ratio of
(i) Current Assets plus any undrawn availability under the Facilities, to (ii)
Current Liabilities less (to the extent included therein) any amount drawn under
the Facilities. 

CONDITIONS PRECEDENT to this SECOND AMENDMENT: 

This Second Amendment to the Commitment Letter is conditional
upon receipt by the Lender of: 

	 	(a) 	
      a duly executed copy of this agreement;

	 	 	 
	 	(b) 	
      a duly executed Officer’s Certificate Re: Title Matters;
      and

	 	 	 
	 	(c) 	
      receipt by the Lender of all fees payable
    hereunder.




	2. 	
      REPRESENTATIONS AND
  WARRANTIES



Borrower represents and warrants to Lender that: 

	 	(a) 	
      the execution, delivery and performance by Borrower of
      this agreement has been duly authorized by all necessary actions and does
      not violate Borrower's governing documents or any applicable laws or
      agreements to which Borrower is subject or by which Borrower is
    bound;

	 	 	 
	 	(b) 	
      all representations and warranties under Section 6 of the
      Commitment Letter are true and correct in all material respects as of the
      date hereof;

	 	 	 
	 	(c) 	
      no Default or Event of Default has occurred as of the
      date hereof;

	 	 	 
	 	(d) 	
      each Security Document to which the Borrower is a party
      has been duly executed and delivered in accordance with the terms of the
      Commitment Letter and remains in full force and effect as security for all
      Facilities and all other obligations of the Borrower to the Lender as of
      the date hereof; and

	 	 	 
	 	(e) 	
      the obligations of Borrower under the Commitment Letter,
      as amended hereby, and under the Security Documents are legal, valid and
      binding obligations of Borrower enforceable in accordance with their
      terms, subject to applicable bankruptcy, insolvency and other similar laws
      affecting creditors' rights generally. 








	3. 	
      MISCELLANEOUS




	 	(a) 	
      This amending agreement shall be governed by the laws of
      the province of Alberta.

	 	 	 
	 	(b) 	
      This amending agreement may be executed in any number of
      counterparts and by different parties in separate counterparts, each of
      which when so executed shall be deemed to be an original and all of which
      taken together constitute one and the same instrument.

	 	 	 
	 	(c) 	
      All terms and provisions of the Commitment Letter, except
      as amended hereby, remain in full force and
effect.




	4. 	
      ACCEPTANCE



This offer is open for acceptance until Dec 15, 2014 after
which date it will be null and void, unless extended in writing by Lender. 

Please confirm your acceptance of this amending agreement by
signing the attached copy of this letter in the space provided below and
returning it to the undersigned. 

	Yours truly, 	 
	  	  	 
	ALBERTA TREASURY BRANCHES 	 
	  	  	 
	  	  	 
	  	(Signed) “Mikael Sears” 	 
	By: 	Mikael Sears 	 
	  	Senior Director 	 
	  	  	 
	  	(Signed) “Sonia Barr” 	 
	By: 	Sonia Barr 	 
	  	Senior Associate Director 	 


We acknowledge and accept the foregoing terms and conditions as
of __Dec 4/14_______, 2014. 

	
      Hemisphere Energy Corporation 
	 
	  	  	 
	  	  	 
	Per: 	(Signed) “Dorlyn Evancic” 	 
	  	Name: Dorlyn Evancic 	 
	
       
	
      Title: Chief Financial Officer