Hemisphere Energy Corporation: Exhibit 4.2 - Filed by newsfilecorp.com






	
    	
    H.J. Helwerda*, B.Sc., P.Eng., FEC, FGC (Hon.), 
    President

    D.J. Carsted*, CD, B.Sc., P.Geol., Executive VP, CTO

    C.P. Six*, B.Sc., P.Eng., VP, Unconventional

    N.T. Stewart*, B.A.Sc., P.Eng., VP, Canada

    S.W. Penell*, B.S., P.Eng., Manager, Engineering,
    International

    A.A. Szabo*, B.Sc., P.Eng., Manager, Engineering, Canada

    B.F. Jose, M.Sc., P.Geoph., VP, Geoscience, International

    K.P. McDonald, B.Comm., CA, CFO

    M.R. Van de Veen, QC, J.D., M.B.A., L.L.M., General Counsel,

                           
    Corporate Secretary

                                                                         *Directors



September 26, 2014 

Hemisphere Energy Corporation 
570, 789 West Pender
St. 
Vancouver, British Columbia 
V6C 1H2 

	Re: 	Evaluation of the P&NG Reserves
      of Hemisphere Energy Corporation (As
      of December 31, 2012) Constant Dollars 



	 	 
	Attention: 	Board of Directors of Hemisphere Energy
      Corporation 


Sproule Associates Limited (“Sproule”) has conducted an
evaluation of Hemisphere Energy Corporation (“Hemisphere” or the “Company”)
proved crude oil, natural gas and natural gas products reserves of the Company’s
interests in Alberta and British Columbia, Canada. Reserve volumes are estimated
as at December 31, 2012. The completion date of our report is September 12,
2014. The properties evaluated were indicated to include 100% of the Company’s
total proved interests in Canada. Reserve estimates provided herein were
prepared in support of the Company’s year-end reserve reporting requirements
under the US Securities Regulation S-K and for other internal business and
financial needs of the Company. 

Our evaluation was carried out in accordance with
      standards set out in the Canadian Oil and Gas Evaluation Handbook ("COGE
      Handbook") with the necessary modifications to reflect definitions and
      standards under the U.S. Financial Accounting Standards Board policies
      (“FASB Standards”) and the legal requirements under the United States
      Securities and Exchange Commission (“SEC”).










	Hemisphere Energy
      Corporation 	2
	September 26, 2014 
	Sproule Associates Limited 	  	  


The following table sets forth the proved reserve estimates
using constant prices and costs. 

Table 1: Company Net Reserves (1) 

	  	  	  	  	Natural Gas 	  
	  	Light/Medium Oil
    	Heavy Oil 	Natural Gas 	Liquids 	Oil Equivalent

       (2) 
	Canada 	Mbbl 	Mbbl 	MMcf 	Mbbl 	Mboe 
	Proved Developed Reserves
      	0 	401 	67 	2 	414

	Proved Non-Producing Reserves 	0 	21 	0 	0 	21 
	Proved Undeveloped Reserves
      	0 	217 	0 	0 	217

	Total Proved Reserves 	0 	639 	67 	2 	652




	Notes: 	  
	         (1)  	Net reserves include working interest after
      royalty deductions plus royalty interest reserves 
	         (2)  	Natural gas is converted to oil equivalent
      using a factor of 6,000 cubic feet of gas per one barrel of oil equivalent
    


Estimates of crude oil, natural gas and natural gas products
should be regarded only as estimates that may change as further production
history and additional information become available. Moreover, the methods and
data used in estimating reserves are often necessarily indirect or analogical in
character rather than direct or deductive. Furthermore, the persons involved in
the preparation of reserves estimates and associated information are required,
in applying geosciences, petroleum engineering and evaluation principles, to
make numerous unbiased judgments based upon their educational background,
professional training, and professional experience. The extent and significance
of the judgments to be made are, in themselves, sufficient to render reserves
estimates inherently imprecise. Reserves estimates may change substantially as
additional data becomes available and as economic conditions impacting oil and
gas prices and costs change. Reserves estimates will also change over time due
to other factors such as knowledge and technology, fiscal and economic
conditions, contractual, statutory and regulatory provisions. 

Data used in this evaluation was obtained from reviews with
Hemisphere personnel, reviews of Hemisphere files, from records on file with the
appropriate regulatory agencies, and from public sources. In the preparation of
this report we have relied, without independent verification, upon such
information furnished by Hemisphere with respect to property interests,
production from such properties, current costs of operation and development,
prices for production, agreements relating to current and future operations and
sale of production, and various other information and data that were accepted as
represented. Furthermore, if in the course of our examination something came to
our attention, which brought into question the validity or sufficiency of any of
such information or data, we did not rely on such information or data until we
had satisfactorily resolved our questions relating 





	Hemisphere Energy
      Corporation 	3
	September 26, 2014 
	Sproule Associates Limited 	  	  


thereto or had independently verified such information or data.
A field examination of the properties was not considered necessary for the
purposes of this report. 

Hemisphere has warranted in a representation letter to us that,
to the best of the Hemisphere’s knowledge and belief, all data furnished to us
was accurate in all material respects, and no material data relevant to our
evaluation was omitted. 

In our opinion, estimates provided in our report have, in all
material respects, been determined in accordance with the applicable industry
standards, and results provided in our report and summarized herein are
appropriate for inclusion in filings under Regulation S-K.

Methodology and Procedures 

The process of estimating reserves requires complex judgments
and decision-making based on available geological, geophysical, engineering and
economic data. To estimate the economically recoverable crude oil, natural gas
and natural gas products reserves and related future net cash flows, we consider
many factors and make assumptions including: 

	expected reservoir characteristics based on geological, geophysical and
  engineering assessments;
  
	future production rates based on historical performance and expected
  future operating and investment activities;
  
	future product prices adjusted for quality and transportation
  differentials based on historical data;
  
	future operating costs based on historical data;
  
	assumed effects of regulation by governmental agencies; and
  
	future development capital costs. 


Our estimates are prepared using standard geological and
engineering methods generally accepted by the petroleum industry, and the
reserves definitions and standards required by the United States SEC
requirements. Generally accepted methods for estimating reserves include
volumetric calculations, material balance techniques, production and pressure
decline curve analysis, analogy with similar reservoirs, and reservoir
simulation. The methods used for the evaluation of Hemisphere’s reserves were
production decline curve analysis and analogy with similar reservoirs. The
assumptions, data, methods and procedures used are appropriate for the purpose
served by this report. Estimates may change substantially as additional data
from ongoing development activities and production performance becomes available
and as economic conditions impacting oil and gas prices and costs change.
Sproule used all procedures and methods we consider necessary under the
circumstances to prepare this report.





	Hemisphere Energy
      Corporation 	4
	September 26, 2014 
	Sproule Associates Limited 	  	  


As required under SEC Regulation S-K, reserves are those
quantities of oil and gas that are estimated to be economically producible under
existing economic conditions. As specified, in determining economic production,
constant product reference prices have been based on a 12-month average price,
calculated as the unweighted arithmetic average of the first-day-of-the-month
price for each month within the 12-month period prior to the effective date of
our report. The constant prices used in the Sproule report are as follows: 

Table 2: Twelve month average SEC compliant constant
pricing 




	
    Exchange Rate ($US/$Cdn) 
	
    1.001 

	WTI ($US/bbl) 	94.71 
	Hardisty Lloydblend ($Cdn/bbl) 	75.05 
	Butane Edmonton ($Cdn/bbl) 	65.38 
	AECO Spot Natural Gas Price ($Cdn/MMBtu)
	2.37 
	B.C. Westcoast Station 2 ($Cdn/MMBtu) 	2.28 
	Average Realized Price by Hemisphere after
      location and quality differentials Oils ($Cdn/bbl) 	72.05 
	Average Realized Price by Hemisphere after
      location and quality differentials Gas ($Cdn/bbl) 	2.16 
	Average Realized Price by Hemisphere after
      location and quality differentials Butane ($Cdn/bbl)	62.93 



The Average Realized Prices were taken from the total proved
cash flow summaries after removing location and quality adjustments from the
benchmark oil and gas prices. Blending of constant prices may result in the
appearance of varying constant prices in the corporate cash flows. 

Generally, operations are subject to various levels of
government controls and regulations. These laws and regulations may include
matters relating to land tenure, drilling, production practices, environmental
protection, marketing and pricing policies, royalties, various taxes and levies
including income tax, and foreign trade and investment, that are subject to
change from time to time. Current legislation is generally a matter of public
record, and additional legislation or amendments that will affect reserves or
when any such proposals, if enacted, might become effective generally cannot be
predicted. Changes in government regulations could affect reserves or related
economics. In the regions that are currently being evaluated we believe we have
applied existing regulations appropriately. 

The results of our third party study, presented in report form
herein, were prepared in accordance with the disclosure requirements set forth
in the SEC regulations and intended for public disclosure as an exhibit in
filings made with the SEC by 





	Hemisphere Energy
      Corporation 	5
	September 26, 2014 
	Sproule Associates Limited 	  	  


Hemisphere. We hereby consent to the references to our name and
our third party report as well as the filing of our third party report as an
exhibit to Hemisphere’s registration statement on Form 20-F.

Sproule has been performing independent reserve evaluations for
over 60 years. Sproule Associates Limited is a member of the Association of
Professional Engineers and Geoscientists of Alberta (APEGA) and our permit
number is P00417. All of the professionals involved in the preparation of this
report have in excess of 5 years of experience in the evaluation of oil and gas
properties. Mr. Richard A. Brekke, P.Eng., Manager, Engineering and Partner
supervised the preparation of this report and has over 30 years of experience in
the evaluation of oil and gas properties.

Sproule does not have any financial interest, including stock
ownership, in Hemisphere. Our fees were not contingent on the results of our
evaluation. This letter report has been prepared at the request of Hemisphere
and should not be used for purposes other than those for which it is intended.
We reserve the right to revise any of the estimates provided herein if any
relevant data existing prior to preparation of this report was not made
available or if any data provided was found to be erroneous. 

If there are any questions, please contact Richard Brekke
directly at 403-294-5526. 

Sincerely, 

SPROULE ASSOCIATES LIMITED 

/s/ Richard A. Brekke                                     


Richard A. Brekke, P.Eng.

Project Leader; 
Manager, Engineering and Partner