Dejour Energy Inc.: Exhibit 4.24 - Filed by newsfilecorp.com






 

June 11,2013 

Dejour Energy Inc. 
#598 - 999 Canada Place 
Vancouver,
BC 
V6C 3EI 


Attention: Mr. David Matheson, Chief Financial Officer 

Dear David, 

Re:        Loan Facility


Invico Performance Yield Fund Limited Partnership C'Invico")
has agreed to provide you with a loan in the amount of $3,500,000 in Canadian
funds, and such other advances as Invico may, without obligation, choose to make
in accordance with, and subject to the terms and conditions precedent set forth
herein (the "Loan Facility"). 

Upon execution hereof, this Commitment Letter shall create
binding obligations between the parties, provided that, unless and until
the Conditions Precedent shall have been satisfied, Invico shall be under no
obligation to make any advance under the Loan Facility. 

Terms of the Loan Facility and Conditions Precedent


	Borrower(s): 	Dejour Energy Inc. (the "Borrower") 
	 	 
	Guarantor(s): 	Dejour Energy (Alberta) Ltd. ("Dejour Alberta")
    
	 	 
		Dejour Energy (USA) Corp. (the "US Guarantor"
      and together, the "Guarantors") 
	 	 
	Lender: 	Invico 
	 	 
	Canadian Lender: 	Canadian Western Bank (the "Canadian Lender")
    
	 	 
	Canadian Lender Amount: 	Maximum amount of $3,500,000 in Canadian funds.
    
	 	 
	Loan Facility: 	CAD $3,500,000 non-amortizing, non-revolving
      Term Facility (the "Loan") 


Page 1 of 12 

Dejour Commitment Letter







	Purpose: 	
      The First Advance shall be used to repay and cancel
      "Credit Facility B" (or any replacement or substitution thereof) as
      described in the commitment letter dated March 25, 2013 between the
      Canadian Lender and Dejour Alberta. The Second Advance shall be made and
      used for the purpose of the US Guarantor to fund its drilling programs in
      the KokopelJi region and to fund the US Guarantor's working capital
      requirements. 

	  	
       

	Avai lability of advances and 
Funding Date 	
      Subject to satisfaction of the Conditions Precedent, the
      Loan Facility will be available in two advances of $2,500,000 (the "First
      Advance") and $1,000,000 (the "Second Advance") respectively, each
      available upon satisfaction of the Conditions Precedent at the time of
      advance. Invico and the Borrower shall make reasonable commercial efforts
      to have the First Advance available on or before June 17, 2013 and the
      Second Advance available on or before July 22, 2013. 

	  	
       

		
      The Borrower's obligation to pay interest to Invico in
      respect of the Loan or any portion thereof shall commence upon the date
      that Invico has: (i) funded the applicable amount into the trust account
      of Invico's solicitor; (ii) confinned that the due diligence condition has
      been satisfied or otherwise waived; and (iii) the Loan Documents to be
      prepared by Invico's solicitor have been provided to the Borrower for
      execution (the "Funding Date"). 

	  	
       

		
      The Borrower's obligation to pay interest shall commence
      notwithstanding that the funds, or any portion thereof cannot be released
      to the Borrower due to the inability of the Borrower to satisfy the
      "Conditions Precedent" to advance of the funds. 

	  	
       

	Interest Rate: 	
      14% per annum, payable monthly in arrears. 

	  	
       

	Repayment: 	
      The Borrower shall make interest payments and repay the
      Loan in accordance with the payment schedule attached hereto as Schedule
      "A"; provided that Invico may, at its option and upon making any future
      advance, provide the Borrower with an updated payment schedule.
  



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Dejour Commitment Letter





	Maturity Date: 	
      December 22,2014. 

	  	     
	Prepayment: 	
      No prepayment permitted prior to six months from the
      First Advance. Post six months, prepayment is permitted with two months
      advance notice. 

	  	     
	Warrant Coverage: 	
      In addition to the repayment of principal and interest on
      the Loan, at the time of the First Advance, the Borrower shall grant to
      the Lender warrants (the "Warrants"), each to purchase one common share in
      the capital of the Borrower (a "Common Share") for a purchase price equal
      to the Exercise Price (as defined below) as follows: 

	  	     
		
      Number of Warrants: Such number of Warrants as is, at the
      date of funding the first advance, equivalent to fifty percent (50%) of
      the fully funded Loan amount of$3,500,000 divided by the Exercise Price.      

	  	     
		
      The Common Shares purchased pursuant to the exercise of
      the Warrants shall be freely tradeable upon their issuance and shall be
      free from any restrictions on trading other than the hold period imposed
      by applicable securities legislation. 

	  	     
		
      The Warrants shall not expire prior to the date that is
      two (2) years after the date that the second advance is made to the
      Borrower. 

	  	     
		
      For the purpose of the Warrants, the "Exercise Price"
      shall be equal to the volume weighted average trading price of the Common
      Shares for the ten (10) days (the "10  Day VWAP") immediately
      preceding the date 'of funding the First Advance, plus a premium of 20%.      

      

    

	  	     
		
      The tenns of the Warrants shall include: (i) typical
      adjustment provisions to adjust the number of Warrants and the Exercise
      Price in the event of any share consolidation, recapitalization,
      reclassification, or similar transaction or reorganization of share
      capital; (ii) provisions allowing exercise in the event of any change in
      control, business combination or other transaction involving the Borrower;
      and (iii) price protection to be granted to Invico in the event that,
      within six (6) months of the date of the First Advance, additional Common
      Shares of the Borrower are issued at a price lower than the 10
      Day VWAP. 



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Dejour Commitment Letter







	Due Diligence Fees and Deposit: 	
      Fees: lnvico acknowledges receipt of the Due Diligence
      Fee (as referred to in the Indicative Term Sheet) of$15,000. 

	  	     
		
      Deposit: lnvico acknowledges receipt by lnvico's
      solicitor of a deposit on legal fees of $15,000 paid into trust to the
      account set forth in Schedule "B" hereto. 

	  	     
	Failure to Complete Conditions Precedent: 	
      If, subsequent to the Funding Date, the Borrower fails,
      within thirty (30) calendar days, to complete all Conditions Precedent
      required to enable the funds to be released from trust to the Borrower,
      then Invico shall be entitled to instruct its solicitor to return all
      funds to Invico. 

	  	     
		
      Notwithstanding the foregoing, the Borrower shall be
      obligated to pay any accrued interest since the Funding Date, earned fees
      and other expenses to Invico in respect of the Loan. 

	  	     
	Payment of Set Up Fees and Expenses: 	
      Regardless as to whether advances are released to the
      Borrower, the Borrower shall be responsible for: (i) any reasonable out of
      pocket costs, including due diligence costs, incurred by lnvico; and (ii)
      legal costs of Invico, in each case . on a full indemnity basis, which
      expenses shall be payable at the Funding Date, and from time to time, as
      Invico may require. 

	  	     
	Fees and Expenses: 	
      Invico shall, at the time of making any advance, be
      entitled to withhold as payment therefor, any set up fees, legal expenses
      or other expenses owed to it by the Borrower. 





	Security and other documents to be 
executed, delivered
      and 	
    Provision to Invico of: 

	registered (the "Loan 	I) 	
      Executed loan agreement in lnvico's standard form (the
      "Loan Agreement"). 

	Documents") 	  	       
	  	2) 	
      Grid Promissory Note for $3,500,000. 

	  	  	       
		3) 	
      Executed guarantees, in Invico's standard form from each
      Guarantor. 

	  	  	       
		4) 	
      General Security Agreement providing a security interest
over all present and after acquired personal and real property of the Borrower and Dejour Alberta and
      confirmation that Invico is in second place only to the Canadian
  Lender.



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Dejour Commitment Letter





	 	5) 	
      General Security Agreement providing a first priority
      security interest over all present and after acquired personal and real
      property ofthe US Guarantor.

	 	 	 
	 	6) 	
      Assignment and Postponement Agreement by the Borrower in
      favour of Invico in respect of all indebtednesses to it of the US
      Guarantor.

	 	 	 
	 	7) 	
      Intercreditor agreement among Invico the Canadian Lender
      and the Borrower on tenns satisfactory to Invico.

	 	 	 
	 	8) 	
      Deed of trust and security interest registered against
      two Kokopelli leases, specifically the following (the
  "Leases"):



Serial Number: COC-066370

Effective Date: 12/01/2002 
Lessor: USA Federal DOI-BLM 
Land
Description: 
Township 6 South, Range 91 West of the 6th P.M. 
Section 21:
EI/2NE1I4, SE1/4SW1/4, SW1I4SEI/4 
Section 22: SW1/4NW1I4,
WI/2SW1I4,SEI/4SW1/4 
Section 25: SWI/4SW1I4 
Section 26: S112

Containing 680.00 acres, more or less in Garfield County, CO 

Serial Number: COC-065531

Effective Date: 12/01/200 I 
Lessor: USA Federal DOI-BLM 
Land
Description: 
Township 6 South, Range 91 West of the 6th P.M. 
Section 13:
Wl/2SWI/4; 
Section 14: SI/2; 
Section 15: NWI/4NWI/4, SW 1I4NElI4,NE1I4NW
1/4 

       WI/2NWI/4, SEl/4NWI/4, Nl/2SWI/4, SE1/4; 
Section 23:
NEI/4, Nl/2NWI/4; 
Section 24: NE1I4NE1I4, W1INEII4, NWI/4, Nl/2SEI/4

Section 25: SEl/4SEI/4 
Containing 1,520.00 acres, more or less, in
Garfield County, CO 


	 	9) 	
      Invico shall have been provided with a certificate in
      form satisfactory to it and its solicitors in respect of
  the Warrants.



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Dejour Commitment Letter





	 		
       

	 	 	 
	 	10) 	
      Opinion including title opinion on the Leases from the
      Borrower's and Guarantor's solicitors in form satisfactory to Invico and
      its solicitor.

	 	 	 
	 	11) 	
      Such other security as Invico and its solicitors may
    reasonably require.




	
      Conditions Precedent: 
	
      Notwithstanding the making of any prior advance of the
      Loan, or the advance of any portion thereof to the trust account of
      Invico's Solicitor and the accumulation of interest on the Loan as of the
      Funding Date, said funds will not be released to the Borrower unless and
      until the following conditions precedent (the "Conditions Precedent") have
      been completed, or Invico has otherwise expressly authorized the release
      of funds in writing: 




	 	1) 	
      Completion of all due diligence including confirmation of
      asset value.

	 	 	 
	 	2) 	
      A consent from the Canadian Lender to the making of the
      Loan and completion of the transactions described herein.

	 	 	 
	 	3) 	
      Execution and delivery of the Loan Documents, including
      closing certificates, and corporate resolutions, satisfactory to
      Invico.

	 	 	 
	 	4) 	
      All securities commISSIons, stock exchanges and other
      regulatory approvals shall have been obtained in connection with the
      transactions contemplated herein.

	 	 	 
	 	5) 	
      Registration and perfection by Invico of all security
      interests and charges granted pursuant to the Loan Documents.

	 	 	 
	 	6) 	
      Such other documents, instruments and security as Invico
      shall determine are necessary in connection with the completion of its due
      diligence.

	 	 	 
	 	7) 	
      Invico shall be satisfied with the appraised value of the
      Borrower's and Guarantors' assets in the United
States.




	
      Reporting Conditions: 
	
      In addition to such information as shall be required to
      be provided pursuant to the Loan Agreement, the Borrower shall furnish the following reports to lnvico:




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Dejour Commitment Letter





	 	1) 	
      Annual non-consolidated and consolidated audited
      statements of the Borrower to be provided within 120 days of year end.
    

	 	  	
       

	 	2) 	
      Annual unconsolidated financial statements of the
      Guarantors to be provided within 120 days of year end. 

	 	  	
       

	 	3) 	
      Quarterly interim statements of the Borrower and the
      Guarantors to be provided within 60 days of quarter end. 

	 	  	
       

	 	4) 	
      Quarterly aged listing of receivables to be received
      within 30 days of quarter end. 

	 	  	
       

	 	5) 	
      Quarterly aged listing of payables to be received within
      30 days of quarter end. 

	 	  	
       

	 	6) 	
      Annual Engineering Reserve Report completed by a firm at
      the choice of the Borrower and acceptable to lnvico in compliance with
      National Instrument 51- 10 I - Standards of Disclosure for Oil
      and Gas Activities on the petroleum and natural gas reserves of the US
      Guarantor to be provided within 120 days of the Borrower's year end.
    

	 	  	
       

	 	7) 	
      Annual and quarterly compliance certificate and
      certificate of no default to be provided within 120 days of fiscal year
      end, and 60 days of quarter end respectively. 

	 	  	
       

	 	8) 	
      Quarterly commodity hedging summary. 

	 	  	
       

	 	9) 	
      All TSX and other regulatory filings with respect to the
      Loan Facility, and all other public disclosures or press releases.
  

	 	  	
       

	 	10) 	
      Other information regarding the financial position and
      assets as lnvico may reasonably request. 




	
      Additional Covenants: 
	
      In addition to the covenants of the Borrower and the
      Guarantors, as shall be set forth in the Loan Agreement, each Borrower and
      Guarantors further covenants that: 




	 	1) 	
      The Borrower and Guarantors shall not incur any
      indebtedness other than: (i) to the Canadian Lender in an amount not to
      exceed the Canadian Lender Amount; (ii) pursuant to the Loan Facility; or
  (ii) IIPermitted Encumbrances" as described below.



Page 7 of 12 

Dejour Commitment Letter





	 	2) 	
      The following may not be completed without Invico's prior
      written consent:





	 	a) 	
      any merger, acquisition, reorganization, arrangement,
      asset disposition, or transfer of property, provided that Invico
      shall not unreasonably withhold its consent to any transaction, prior to,
      or concurrent with the consummation of which, and subject to the
      prepayment conditions hereof, Invico receives repayment of the Loan in
      full;

	 	 	 
	 	b) 	
      any change in the nature of the business;

	 	 	 
	 	c) 	
      payment of any dividend, distribution, bonus, or
      indebtedness (other than to the Canadian Lender or Invico) or return on
      capital; or

	 	 	 
	 	d) 	
      any grant to any third party of any gross overriding
      royalty or other rights or charge over the assets or petroleum
      produced.




	 	3) 	
      From and after September 30, 2013, the US Guarantor shall
      maintain an Adjusted Working Capital Ratio of greater than 1.0, calculated
      as the US Guarantor's Current Assets divided by Current Liabilities,
      provided that Current Liabilities shall not include any amount of
      liability pursuant to the Bakken Drilling Fund.

	 	 	 
	 	4) 	
      There shall be no change in the senior management team of
      the Borrower without Invico's prior written consent, which consent, may,
      for greater certainty be arbitrarily withheld in the case of any change
      involving David Matheson and Robert
Hodgkinson.




	Permitted Encumbrances: 	
      Liens and security interests granted to secured parties
      for the purpose of leasing or financing the acquisition of equipment in
      connection with the grant of a "purchase money security interest" not to
      exceed $100,000 in the aggregate on a consolidated basis for the Borrower
      and the Guarantors. 

	  	
		
      The US Guarantor has a contingent liability of not more
      than USD $6,500,000 pursuant to a pre~existing contract in respect of its
      drilling program as previously disclosed to the Lender (the "Bakken
      Drilling Fund"). 



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Dejour Commitment Letter





	
      Representations and Warranties: 
	
      In addition to the representations and warranties of the
      Borrower and the Guarantors, as shall be set forth in the Loan Agreement,
      each Borrower and Guarantor further represents that the execution and
      delivery by it of this Commitment Letter and the performance by it of its
      obligations hereunder have been duly authorized by all necessary corporate
      action and do not conflict with the terms of any other agreement document
      or instrument by which it is bound. 

	  	  
	Notice to be provided to Invico 	300, 116 8th Avenue SW
    
	at: 	Calgary, AB 
	  	T2P lB3 


Attn:              
 Jason Brooks 
Telecopier:     (403) 5384770

Email:              
 jwbrooks@invicocapital.com 


	Notice to be provided to 	#598 - 999 Canada Place 
	Borrower(s) at: 	Vancouver, B.C. V6C 3El
  


Attn:               
David Matheson 
Telecopier:     (604) 638-5051

Email:             
dmatheson@dejour.com

	Confidentiality: 	
      This Commitment Letter, the Schedules hereto, and, when
      executed and delivered the Loan Documents and the contents therein are
      confidential and may not be disclosed by any party hereto to any third
      party except with the written consent of the other pal1ies, provided that
      each party consents to the disclosure hereof to the Canadian Lender for
      the purpose of obtaining its consent. 

	  	     
	Acceptance: 	
      This Commitment Letter will remain open for acceptance
      until 5:00 pm Mountain Daylight Time June 12,2013.




This Commitment Letter may be executed in any number of
counterparts and by different parties in separate counterparts, each of which
when so executed shaH be deemed to be an original and all of which taken
together shaH constitute one and the same instrument. 

If the foregoing terms and conditions are acceptable, please
sign both copies of this Commitment Letter and return one copy to Invico by the
expiry date, along with your cheque to cover the legal deposit and due diligence
fees. 

[SIGNATURE PAGE FOLLOWS] 

Page 9 of 12

Dejour Commitment Letter 




 

GUARANTORS: 
 
 

Page 10 of 12 

Dejour Commitment Letter




SCHEDULE "A" 

	Dejour Energy 	 	  
	 	 	 
	Interest Period 	Interest Rate 	0.14 



	  	 	Number of Principal 	 	 	 	 	 	  	 
	2013 	 	Days 	 	 	Outstanding 	 	 	Interest Due 	 
	June 17 - July 21 	 	34 	 	$	 2,500,000.00 	 	$	 32,602.74 	 
	Principal Adv.ance July 22 	 	  	 	$	 1,000,000.00 	 	 	  	 
	July 22 - August 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	August 22- September 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	Septerrber 21 - October 21
	 	30 	 	$	 3,500,000.00 	 	$	 40,273.97 	 
	October 22 - November 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	November 22 - December 21 	 	30 	 	$	 3,500,000.00 	 	$	 40,273.97 	 
	2014 	 	  	 	 	  	 	 	  	 
	December 22 - January 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	January 22 - February 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	February 22 - March 21 	 	28 	 	$	 3,500,000.00 	 	$	 37,589.04 	 
	March 22 - April 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	April 22 - May 21 	 	30 	 	$	 3,500,000.00 	 	$	 40,273.97 	 
	May 22 - June 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	June 22 - July 21 	 	30 	 	$	 3,500,000.00 	 	$	 40,273.97 	 
	July 22 - August 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	August 22- September 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	SepterT'ber 21 - October 21 	 	30 	 	$	 3,500,000.00 	 	$	 40,273.97 	 
	October 22 - November 21 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	Noverrber 22 - December 22 	 	31 	 	$	 3,500,000.00 	 	$	 41,616.44 	 
	Principal Repayment
	 	  	 	$	 (3,500,000.00	) 	 	  	 


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Dejour Commitment Letter




SCHEDULE "B" 

Wiring Instructions to Bennett Jones LLP CAD Trust Account -
Calgary 

	Beneficiary Name: 	Bennett Jones LLP, in trust 
	  	4500 Bankers Hall East, 855 2nd Street SW

	  	Calgary, Alberta T2P 4K7 
	  	  
	Beneficiary Bank Name: 	Royal Bank of Canada 
	  	339 - 8th Avenue SW 
	  	Calgary, Alberta 
	  	Canada, T2P 1C4 



	Bank Number: 	003 
	Transit Number: 	00009 
	Beneficiary Account No: 	172-596-9 
	Swift Code: 	ROYCCATI 
	ABA Routing Number: 	021 000021 


Please note the following particulars: 

	I. 	When wiring from the U.S., please indicate:  
	 	 	 
	  	a. 	Bennett Jones LLP, in trust as the beneficiary;
      and 
	 	 	 
	  	b. 	CAD account number 00009-172-596-9. 
	 	 	 
	2. 	Please also indicate: Attention: Richard Stone    


Page 12 of 12 

Dejour Commitment Letter