Hemisphere Energy Corporation.: Exhibit 10.7 - Filed by newsfilecorp.com






Exhibit 10.7

FIRST AMENDING AGREEMENT 

TO THE COMMITMENT LETTER 

DATED SEPTEMBER 19 2013 

THIS FIRST AMENDING AGREEMENT made effective as of June 23,
2014 

AMONG: 

HEMISPHERE ENERGY CORPORATION 

As Borrower 

And 

ALBERTA TREASURY BRANCHES 

As Lender 

We refer to our Letter Agreement dated September 19, 2013 (the
“Commitment Letter”), between Hemisphere Energy Corporation (the
“Borrower”) and Alberta Treasury Branches (the “Lender”), and
confirm our agreement to renew our offer of financial assistance to the Borrower
on the terms and conditions set out in the Commitment Letter, subject to the
amendments described below. Capitalized terms used herein without definition
shall have the meeting given to them in the Commitment Letter. 

	1. 	
      AMENDMENTS



Lender confirms the following amendment to Section 15 of the
Commitment Letter, as follows: 

NEXT REVIEW DATE


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 the sole discretion of Lender. 

	2. 	
      FEES



A non-refundable renewal fee of $10,500.00 for this renewal is
payable by the Borrower to the Lender. Lender is hereby authorized to debit
Borrower’s current account for any unpaid portion of the fee. 

	3. 	
      CONDITIONS
PRECEDENT



This 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.



[Letterhead of Alberta Treasury Branches] 





	4. 	
      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.




	5. 	
      MISCELLANEOUS




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








	6. 	
      ACCEPTANCE



This offer is open for acceptance until
June 30, 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 

	  	/s/
      Mikael Sears 	 
	By: 	Mikael Sears 	 
		Director 	 
	  	  	 
	  	  	 
	  	/s/
      Sonia Barr 	 
	By: 	Sonia Barr 	 
	  	Associate Director 	 


We acknowledge and accept the foregoing terms and conditions as
of June 23, 2014. 

Hemisphere Energy Corporation 

	Per: 	/s/
      Dorlyn R. Evancic 	 
	  	Name: Dorlyn R. Evancic 	 
	  	Title: Chief Financial Officer