Form 6-K HEMISPHERE ENERGY CORP For: Apr 28

Name, Municipality of Residence and Present Position(s) within the Company	Number of Shares Beneficially Owned or Controlled	Director Since	Principal Occupation During the Past Five Years
Don Simmons, P. Geol.(1)(3) Vancouver, British Columbia, Canada Director President & Chief Executive Officer	1,202,500	May 2008	President and Chief Executive Officer of the Company since February 2008. Previously, Vice President Exploration of the Company from October 2007. Formerly, a Geologist at Sebring Energy Inc., Encana Corporation and Alberta Energy Company.
Charles O’Sullivan, B.Sc.(2)(3) Vancouver, British Columbia, Canada Chairman Director	1,591,600	1978	Geophysicist and Mining Executive. Chairman of Northern Continental Resources Inc. from 1986 to 2009.
Frank Borowicz, QC, CA (Hon)(2)(3)(4) Surrey, British Columbia, Canada Director	605,500	July 2005	Retired. Partner of Davis LLP until 2011, President of Pigasus Consulting Services Ltd. since 2004, and Governor of the Vancouver Board of Trade since 2007.
Bruce McIntyre, P.Geol.(1)(2)(4) Calgary, Alberta, Canada Director	231,000	July 2008	Most recently Executive Director of New Zealand Energy Corp. until June 2014 and previously President from April 2011 to July 2012. From 2007 to 2011, an independent consultant and President of Wexford Energy Ltd., a private company that provides consulting services for the development and operation of producing natural gas companies (private and public).

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Notes:
(1) Member of the Reserves Committee. Bruce McIntyre is the Chairman of the Reserves Committee.
(2) Member of the Compensation/Nominating Committee. Charles O’Sullivan is Chairman of the Compensation/Nominating Committee.
(3) Member of the Corporate Governance Committee. Frank Borowicz is Chairman of the Corporate Governance Committee.
(4) Member of the Audit Committee. Bruce McIntyre is Chairman of the Audit Committee.

The terms of office of those nominees who are presently directors will expire as of the date of the Meeting. All of the directors who are elected at the Meeting will have their term of office expire at the next Annual General Meeting of the Company.

No proposed director of the Company is, or within the 10 years before the date of this Information Circular has been, a director or executive officer of any company that, while that person was acting in that capacity:

(a)	was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
(b)	was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
(c)	within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

No proposed director of the Company has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

The above information was provided by management of the Company.

4.	Appointment of Auditor

At the recommendations of the Company’s Audit Committee, management proposes that Smythe Ratcliffe LLP, Chartered Accountants, of Vancouver, British Columbia be reappointed auditor of the Company (the “Auditor”) for the ensuing year at a remuneration to be negotiated between the Auditor and the Board of Directors of the Company (the "Board of Directors").

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5.	Annual Approval of Stock Option Plan

The Company’s Stock Option Plan is a rolling stock option plan which sets the number of stock options available for grant by the Company at an amount equal to 10% of the Company’s issued and outstanding common shares from time to time. Pursuant to the TSX Venture Exchange ("TSX-V") Policy 4.4, all rolling stock option plans, such as the Company’s Stock Option Plan, must be approved annually by the Company’s shareholders.

There have not been any amendments made to the Stock Option Plan since it was approved by the shareholders at the Annual General and Special Meeting held on June 6, 2014. As at the date of this Information Circular, the Company has reserved 7,580,350 common shares for the grant of stock options, being 10% of the Company’s issued and outstanding common shares. To date, the Company has granted 6,860,000 options under the Stock Option Plan. A copy of the Company's Stock Option Plan is available on SEDAR at www.sedar.com or may be obtained from the Company upon request. The Board of Directors recommends that shareholders vote to approve the Company's Stock Option Plan.

The text of the ordinary resolution approving the Stock Option Plan to be submitted to shareholders at the Meeting is set forth below, subject to such amendments, variations or additions as may be approved at the Meeting:

“BE IT RESOLVED, as an ordinary resolution of the Shareholders of the Company, that:

	1.	The Stock Option Plan is hereby approved;
	2.	The Board of Directors be authorized on behalf of the Company to make any further amendments to the Stock Option Plan as may be required by regulatory authorities, without further approval of the shareholders of the Company, in order to ensure adoption of the Stock Option Plan; and
	3.	Any one director or officer of the Company is authorized and directed to do all such acts and things and to execute and deliver all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution.”

Summary of the Stock Option Plan

Number of Shares Reserved
The number of common shares that may be reserved for issuance under the Stock Option Plan is 10% of the issued common shares at the time common shares are reserved for issuance as a result of the grant of a stock option, less any common shares reserved for issuance under stock options granted under share compensation arrangements other than the Stock Option Plan.

Administration
The Stock Option Plan is administered by the Board of Directors or by a committee to which such authority is delegated by the Board of Directors from time to time.

Option Holders
The Stock Option Plan provides that stock options may be issued to employees, officers, directors and consultants of the Company or any of its subsidiaries, a company wholly owned by such employee, to a Consultant Entity (as defined in the Stock Option Plan) of a consultant or to eligible tax accounts established by or for the consultant or employee under which he or she is the beneficiary.

Board Discretion
The Stock Option Plan provides that, generally, the number of shares subject to each stock option, the exercise price, the expiry time, the extent to which such stock option is exercisable and other terms and conditions relating to such stock options shall be determined by the Board of Directors or any committee to which such authority is delegated by the Board of Directors from time to time.

Maximum Term of Options
Stock options granted under the Stock Option Plan will be for a term not exceeding ten years from the date of grant.

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Maximum Options per Person
The number of common shares reserved for issuance to any one option holder pursuant to stock options granted under the Stock Option Plan during any twelve month period may not exceed 5% (or, in the case of a consultant, 2%) of the issued and outstanding common shares of the Company at the time of grant. The number of common shares reserved for issuance to any person who is engaged in investor relations activities is limited to an aggregate of 2% of the issued and outstanding common shares of the Company at the time of grant.

Disinterested shareholder approval (as defined in the TSX-V corporate finance manual) is required for the grant to Insiders (as defined in the Stock Option Plan), within a 12 month period, of a number of stock options which, when added to the number of outstanding incentive stock options granted to Insiders within the previous 12 months, exceed 10% of the issued shares of the Company.

No Assignment
The stock options may not be assigned or transferred.

Termination Prior to Expiry
Generally, stock options must expire and terminate on a date stipulated by the Board of Directors or the committee appointed by the Board of Directors at the time of grant and, in any event, must terminate within a reasonable time, which may not exceed 12 months, following the date on which the option holder ceases to be an employee, officer, director or consultant, subject to certain conditions as more fully described in the Stock Option Plan. If an option holder dies, the stock options of the deceased option holder will be exercisable by his or her legal representatives for a period not exceeding 12 months or the balance of the term of the stock options, whichever is shorter. If an option holder has a Disability (as defined in the Stock Option Plan), the stock options of the option holder with that Disability will be exercisable for a period not exceeding 12 months or the balance of the term of the stock options, whichever is shorter.

Vesting
Subject to the discretion of the Board of Directors or the committee appointed by the Board of Directors, stock options granted under the terms of the Stock Option Plan will fully vest on the date of grant of such stock options. In accordance with the policies of the TSX-V, stock options issued to consultants performing investor relations must vest in stages over a minimum of twelve months with no more than one quarter (¼) of the stock options vesting in any three (3) month period.

Hold Period
Any stock options granted under the terms of the Stock Option Plan where the exercise price is based on any discount to the market price (market price will be the closing trading price of the common shares of the Company on the day immediately preceding the date of the option grant, and may be less than this price if it is within the discounts permitted by the TSX-V and applicable regulatory authority) and all shares issued on the exercise of such stock options, if exercised prior to the expiration of the applicable four month TSX-V hold period, will be subject to a four month TSX-V hold period from the date the stock options are granted.

Full Payment for Shares
The Company will not issue shares pursuant to stock options granted under the Stock Option Plan unless and until the shares have been fully paid for.

Reduction of Exercise Price
The exercise price of stock options granted to Insiders may not be decreased without disinterested shareholder approval.

TSX-V’s Rules and Policies Apply
In the event of an inconsistency between the terms of the Stock Option Plan and the rules and policies of the TSX-V and applicable the securities commissions, the rules and policies of the TSX-V and securities commissions will govern.

Termination of Plan
Subject to all necessary regulatory approvals, the Board of Directors or the committee appointed by the Board of Directors may terminate or suspend the plan.

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The persons named in the form of proxy, if named as proxy, intend to vote such proxy in favour of the resolution to approve the Stock Option Plan, unless a shareholder has specified in its proxy that its common shares are to be voted against such resolution. If no choice is specified by the shareholder to vote for or against the resolution referred to above, the persons whose names are printed in the enclosed form of proxy intend to vote in favour of the resolution.

6.	Other Matters to be Acted Upon

The Company will consider and transact such other business as may properly come before the Meeting or any adjournment thereof. Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

STATEMENT OF EXECUTIVE COMPENSATION

General Provisions

For the purposes of this Information Circular:

"CEO" means an individual who acted as Chief Executive Officer of the Company, or acted in a similar capacity, for any part of the most recently completed fiscal year;

"CFO" means an individual who acted as Chief Financial Officer of the Company, or acted in a similar capacity, for any part of the most recently completed fiscal year;

"COO" means an individual who acted as Chief Operating Officer of the Company, or acted in a similar capacity, for any part of the most recently completed fiscal year;

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of Section 3870 of the Canadian Institute of Chartered Accountants Handbook;

"executive officer" of the Company means an individual who is the Chairman or Vice-Chairman of the Board of Directors, the President, a Vice President in charge of a principal business unit, division or function including sales, finance or production, an officer of the Company or any of its subsidiaries who performed a policy-making function in respect of the Company, or any other individual who performed a policy-making function in respect of the Company;

"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

"incentive plan award" means compensation awarded, earned, paid or payable under an incentive plan;

"NEO" or "named executive officer" means each of the following individuals:

	(a)	a CEO;
	(b)	a CFO;
	(c)	a COO;
	(d)	each of the Company's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed fiscal year whose total compensation was, individually, more than $150,000 for that fiscal year; and
	(e)	each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that fiscal year;

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"non-equity incentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

"plan" includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

"repricing" means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option; and

"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Compensation Discussion and Analysis

The Company’s compensation programs are designed to be competitive with similar junior oil and gas companies and to recognize and reward executive performance consistent with the success of the Company. These programs are intended to attract and retain capable and experienced individuals. The Company’s Compensation/Nominating Committee’s role and philosophy is to ensure that the Company’s goals and objectives, as applied to the actual compensation paid to the Company’s President and Chief Executive Officer and other executive officers, are aligned with shareholders’ interests, and the Company’s corporate objectives which include, but are not limited to, year-over-year growth of the Company on a per share basis in cash flow, production, reserves, and are subject to market conditions.

The companies that comprise Hemisphere's peer group at the time compensation information was compiled include Contact Exploration Inc., Hawk Exploration Ltd., Marquee Energy Ltd., Tamarack Valley Energy Ltd., and Yangarra Resources Ltd. These companies have been chosen by the management of the Company as the Company’s peer group as they are based in Canada, operate in Canada, and have similar operational profiles.

In addition to informal industry comparables from publicly available information, the Compensation/Nominating Committee considers a variety of factors when determining both compensation programs and individual compensation levels. These factors include the long-range interests of the Company and its shareholders, overall financial and operating performance of the Company, and the Compensation/Nominating Committee’s assessment of each executive’s individual performance and contribution toward meeting corporate objectives.

A majority of the Compensation/Nominating Committee members have direct experience that is relevant to their responsibilities in executive compensation, as they have each managed executives and/or business leaders in their current and/or past roles. In these roles, they have participated in compensation planning sessions, made compensation decisions and participated in compensation discussions with external consultants. For more information regarding the Compensation/Nominating Committee see “Corporate Governance Practices –Committees of the Board- Compensation/Nominating Committee” below.

Role of Executive Officers in Determining Compensation

The Compensation/Nominating Committee reviews and recommends compensation programs to the Company, as well as salary and benefit levels for the Company’s executive officers. The Company’s President and Chief Executive Officer recommends the compensation of other executive officers but may not be present during meetings of the Compensation/Nominating Committee at which his compensation is being discussed. The Board of Directors makes the final determination regarding the Company’s compensation programs and practise.

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Elements of the Compensation Program

The total compensation plan for the NEOs is comprised of three components: base salary, bonus and stock options. There is no policy or target regarding cash and non-cash elements of the Company’s compensation program. The Compensation/Nominating Committee annually reviews the total compensation of the Company’s executives against the backdrop of the compensation goals and objectives described above and make recommendations to the Board of Directors concerning the individual components of the executives’ compensation.

The Company does not provide the NEOs with any personal benefits, nor does the Company provide any additional cash compensation to its NEOs for serving as directors of the Company.

Base Salary

The base salary component is intended to provide a fixed level of competitive pay that reflects each executive’s primary duties and responsibilities. The Company intends to pay base salaries to its executives that are competitive with those of comparable companies in the junior oil and gas industry. Such information is compiled in-house using information publicly available from the peer group companies.

Bonus

At the recommendation of the Compensation/Nominating Committee, the Board of Directors approves bonus payments to reward executive officers for their contribution to the achievement of annual corporate goals and objectives. The payment of bonuses is consistent with the overall objective of the Company to reward performance. Bonuses were awarded for 2014 in recognition of performance on a discretionary basis. The Company does not have any specific formulas to determine individual bonus payments. The Board of Directors, except for the CEO, determines the bonus of the CEO. Recommended by the Compensation/Nominating Committee, the Board of Directors considers and, if thought appropriate, approves the bonuses recommended by the CEO for the other executive officers and employees of the Company.

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Stock Options

The purpose of the Company’s Stock Option Plan is to assist in attracting, retaining and motivating directors, officers, employees, and consultants of the Company and to closely align the personal interests of such directors, officers and employees with the interests of the Company and its shareholders. The allocation of stock options under the Stock Option Plan is determined by the Compensation/Nominating Committee which, in determining such allocations, considers such factors as previous grants to individuals, overall Company performance, share price, the role and performance of the individual in question, the amount of time directed to the Company’s affairs and time expended in serving on the Company’s committees.

Risk Considerations

The Compensation/Nominating Committee intends to review, from time to time and at least once annually, the risks, if any, associated with the Company’s compensation policies and practices at such time. Such a review occurred at the time of preparation of the Compensation Discussion and Analysis above. Implicit in the Compensation/Nominating Committee’s mandate is that the Company’s policies and practices respecting compensation, including those applicable to the Company’s executives, be designed in a manner which is in the best interests of the Company and its shareholders, and risk implications is one of many considerations which are taken into account in such design.

It is anticipated that a portion (set at a level consistent with its industry peers) of the Company’s executive compensation will consist of options granted under the Stock Option Plan. Such compensation is both ″long-term″ and ″at risk″ and, accordingly, is directly linked to the achievement of long-term value creation. As the benefits of such compensation, if any, are not realized by the executives until a significant period of time has passed, the ability of executives to take inappropriate or excessive risks that are beneficial to them from the standpoint of their compensation at the expense of the Company and its shareholders is extremely limited.

The other element of compensation, base salary, represents the remaining portion of an executive’s total compensation. While base salary is not ″long-term″ or ″at risk″, as noted above, these components of compensation represent a relatively small part of total compensation, and as a result it is unlikely that an executive would take inappropriate or excessive risks at the expense of the Company and its shareholders that would be beneficial to the executive from the standpoint of the executive’s short-term compensation when his long-term compensation might be put “at risk” from such actions.

Due to the relatively small size of the Company and the current level of the Company’s activity, the Board of Directors and the Compensation/Nominating Committee are able to closely monitor and consider any risks which may be associated with the Company’s compensation practices. Risks, if any, may be identified and mitigated through regular meetings of the Board of Directors, during which financial and other information pertaining to the Company will be reviewed, which review will include executive compensation. No risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

There are no policies in place pursuant to which an NEO or director is restricted from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by an NEO or director.

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Summary Compensation Table

The following table summarizes compensation paid to the NEOs, directly or indirectly, for the Company’s three most recently completed fiscal years:

Notes:
(1)	The Company calculated the compensation cost by using the Black-Scholes option pricing model as follows: for options granted during the fiscal year ended December 31, 2014 by assuming a risk-free interest rate of 1.59%, a dividend yield of nil, expected volatility of the Company’s share price of 91.99% and an expected life of the options of 5 years; for options granted during the fiscal year ended December 31, 2013 by assuming a risk-free interest rate of 1.71%, a dividend yield of nil, expected volatility of the Company’s share price of 98.00% and an expected life of the options of 5 years; and for options granted during the ten months ended December 31, 2012 by assuming a risk- free interest rate of 1.18%, a dividend yield of nil, expected volatility of the Company’s share price of 137.48% and an expected life of the options of 5 years.
(2)	The fiscal year ended December 31, 2012 is a ten-month period due to a change in year-end from February 28.
(3)	Ian Duncan was promoted to COO effective September 1, 2014. Prior thereto, he was Vice President, Engineering since May 26, 2011.
(4)	Andrew Arthur was appointed Vice President, Exploration on July 5, 2012 earning an annual salary of $130,000. Prior to, Mr. Arthur entered a consulting agreement with the Company on January 15, 2012 and was paid remuneration of $750 per day for providing geological services on a part-time basis.
(5)	Ashley Ramsden-Wood was appointed Vice President, Engineering effective September 1, 2014 earning an annual salary of $140,000. Prior to, Ms. Ramsden-Wood entered a consulting agreement with the Company on June 25, 2012 and was paid remuneration of $600 per day for providing engineering services on a part-time basis. On March 1, 2013, the original consulting agreement was replaced with a new consulting agreement at which time she was paid remuneration of $10,000 per month on a part-time basis. Effective January 1, 2014, Ms. Ramsden-Wood’s consulting rate was increased to $10,700 per month on a part-time basis.
(6)	Don Simmons is also a director of the Company, but he does not receive any additional compensation for his role as a director.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Options are granted from time to time under the Stock Option Plan as determined by the Board of Directors upon recommendation from the Compensation/Nominating Committee, including options granted to executive officers. Previous grants of options under the Stock Option Plan are taken into account when the granting of new options is being considered. There were no repricings of stock options under the Stock Option Plan or otherwise during the Company's most recently completed fiscal year ended December 31, 2014.

The Company does not have any share-based awards in place.

The following table discloses the particulars of all awards for each NEO outstanding at the end of the Company’s fiscal year ended December 31, 2014, including any awards granted before the most recently completed fiscal year:

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Notes:
(1)   Value is calculated based on the difference between the exercise price of the options and the closing price of the common shares on the TSX-V on December 31, 2014 of $0.38.
(2)    Subsequent to the fiscal year ended December 31, 2014, a total of 475,000 options were granted to NEOs on January 29, 2015 with an exercise price of $0.24 and expiration date of January 29, 2020.
(3)    Subsequent to the fiscal year ended December 31, 2014, and prior to their expiry, all options with an expiry date of March 8, 2015 were exercised.

Incentive Plan Awards – Value Vested or Earned During the Fiscal Year

The Company does not have a non-equity incentive plan in place.

The following table summarizes the value of each incentive plan award vested or earned by each NEO during the fiscal year ended December 31, 2014:

Note:
(1)	“Value vested during the year” means the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date. This amount is calculated by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.

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Pension Plan Benefits

The Company has no pension plans that provide for payments or benefits to any NEO at, following or in connection with retirement.

The Company also does not have any deferred compensation plans relating to any NEO.

Termination and Change of Control Benefits

Each NEO has an executive employment agreement with the Company which provides termination notice of twelve months without just cause, including termination as a result of a change of control, for which each NEO would be compensated by an annual base salary of twelve months plus the average annual bonus amount, if any, paid over the two years immediately prior to termination, in addition to the vesting of all stock options. Under a change of control, the executive employment agreements between the Company and each NEO state that the executive agrees to remain in the employ of the Company during the period commencing with any act taken and any person, or the announcement of an intention to take such act, which may result in a change of control of the Company and ending with the final conclusion of all matters associated with such act or announcement.

The table below summarizes the estimated compensation to which each current NEO would have been entitled to had they been terminated on December 31, 2014.

All stock options granted to NEOs immediately vest; however, should an exercise of the stock option take place, the common shares are subject to a hold period of four months plus one day from the day of grant. The value of stock options held by each NEO at December 31, 2014 (based on the closing market price of the common shares at December 31, 2014 of $0.38) was $51,000 for Mr. Simmons, $16,000 for Mr. Duncan, $21,050 for Mr. Evancic, $Nil for Mr. Arthur, and $Nil for Ms. Ramsden-Wood.

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Director Compensation

Director Compensation Table

The following table discloses all amounts of compensation provided by the Company to its directors who are not NEOs during the fiscal year ended December 31, 2014:

Notes:
(1)	The Company calculated the compensation cost by using the Black-Scholes option pricing model as follows: for options granted during the fiscal year ended December 31, 2014 by assuming a risk-free interest rate of 1.59%, a dividend yield of nil, expected volatility of the Company’s share price of 91.99% and an expected life of the options of 5 years.
(2)	Charles O’Sullivan receives annual compensation of $40,000 as Chairman of the Board of Directors.
Outstanding Share-Based Awards and Option Based Awards
The Company has no pension plan or other arrangement for non-cash compensation for its directors, except incentive stock options. The following table discloses the particulars of all awards outstanding for directors who are not NEOs at the end of the Company’s fiscal year ended December 31, 2014, including awards granted before this most recently completed fiscal year:

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Notes:
(1)	Value is calculated based on the difference between the exercise price of the options and the closing price of the common shares on the TSX-V on December 31, 2014 of $0.38.
(2)	Subsequent to the fiscal year ended December 31, 2014, and prior to their expiry, all options with the expiry date of March 8, 2015 were exercised.
(3)	Subsequent to the fiscal year ended December 31, 2014, 50,000 options were granted to each director on January 29, 2015 with an exercise price of $0.24 and expiration date of January 29, 2020.

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Incentive Plan Awards – Value Vested or Earned During the Fiscal Year

The following table summarizes the value of each incentive plan award vested or earned by each director during the fiscal year ended December 31, 2014:

Note:
(1) “	Value vested during the year” means the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date. This amount is calculated by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.
Other than as set forth in the foregoing, no director of the Company who is not an NEO has received, during the most recently completed fiscal year, compensation pursuant to:

(a)	any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;
(b)	any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors; or
(c)	any arrangement for the compensation of directors for services as consultants or experts.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company’s compensation plans under which equity securities of the Company were authorized for issuance at the end of the Company’s most recently completed fiscal year.

Note:
(1)	The Stock Option Plan reserves for issuance a maximum of 10% of the issued and outstanding common shares from time to time. There were 75,368,498 common shares issued and outstanding as at December 31, 2014.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No executive officer, director, employee, former executive officer, former director, former employee, proposed nominee for election as a director, or associate of any such person has been indebted to the Company or its subsidiaries, if any, at any time since the commencement of the Company's most recently completed fiscal year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company or its subsidiaries at any time since the beginning of the most recently completed fiscal year with respect to any indebtedness of any such person.

CORPORATE GOVERNANCE PRACTICES

Under National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"), the Company is required to include in this Information Circular the disclosure required under Form 58-101F2 with respect to the corporate governance guidelines set out under National Policy 58-201 - Disclosure of Corporate Governance Practices ("NP 58-201").

Board of Directors

In the course of fulfilling its fiduciary duties and responsibilities, the activities of the Board of Directors include:

•	Ensuring corporate compliance with all applicable laws and regulations, Hemisphere’s articles, policies and charters;
•	Meeting quarterly and at the request of the Chairman or the President and Chief Executive Officer;
•	Annually appointing members and respective chairman of each committee;
•	Annually reviewing, amending (if required) and approving Hemisphere’s charters and corporate policies;
•	Regularly setting, reviewing, approving and monitoring the progress and efficiency of strategic, business and capital plans;
•	Reviewing and approving any material transactions outside the scope of Hemisphere’s annual budget;
•	Ensuring that appropriate corporate measurements, controls and information systems are developed and in place with regard to Hemisphere’s activities and performance;
•	Regularly reviewing Hemisphere’s business activities and the implementation of appropriate systems to manage associated risks, communications with investors and the financial community, and the integrity of Hemisphere’s internal control and management information systems;
•	Overseeing Hemisphere’s compliance with its disclosure obligations and reviewing material disclosure documents prior to distribution;
•	Reviewing and approving cash compensation and stock option grants to officers and directors, as recommended by the Compensation/Nominating Committee;
•	Monitoring the practices of management to ensure appropriate and timely communication of material information concerning Hemisphere to its shareholders;
•	Monitoring Hemisphere’s health, safety and environmental policies and programs; and
•	Developing and implementing of programs for management development and succession.

During the year ended December 31, 2014, Directors Frank Borowicz, Bruce McIntyre, Greg Sadler, Gregg Vernon, and Richard Wyman were considered to be independent. Directors Charles O’Sullivan and Don Simmons were not independent by virtue of being the Chairman and the President and Chief Executive Officer, respectively.

Other Directorships

The following directors (or nominees for director) are presently a director of other reporting issuers:

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HemisphereEnergyCorporation

2015 InformationCircular

Orientation and Continuing Education

The Board of Directors briefs all new directors with the policies of the Board of Directors and other relevant corporate and business information.

The orientation for a new director includes:

•	an outline of the Company’s history and other relevant data;
•	familiarization with the Company’s properties, partners and potential;
•	visits to the Company’s facilities;
•	meetings with operating management;
•	a copy of the Articles of the Company;
•	copies of Charters (Board of Directors, Audit Committee, Compensation/Nominating Committee,
•	Corporate Governance Committee, and Reserves Committee);
•	copies of Corporate Policies (Code of Business Conduct and Ethics, Trading and Disclosure Policy,
•	Advance Notice Policy and Whistleblower Policy);
•	recent analysts’ reports, if any;
•	information on director and officer liability insurance coverage, if any; and
•	information pertaining to remuneration.

The Board of Directors ensures that continuing education is provided to directors by way of written materials and courses.

Ethical Business Conduct

The Company is dedicated to the highest standards of ethical integrity and professionalism, and is committed to maintaining its reputation as a good corporate citizen.

The Board of Directors has adopted a Code of Business Conduct and Ethics (the "Code"). The Code reflects the Company's commitment to a culture of honesty, transparency and accountability, and outlines the basic principles and policies with which the directors, officers, employees and contractors are expected to comply.

A copy of the Code may be viewed on SEDAR at www.sedar.com. Alternatively, a printed copy may be requested by mail to Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9, by email to [email protected] or by telephone to (604) 685-9255.

Committees of the Board

The Board of Directors has four (4) committees: Corporate Governance Committee, Compensation/Nominating Committee, Reserves Committee and Audit Committee.

Corporate Governance Committee

The Corporate Governance Committee assists the Board of Directors in the oversight of its corporate governance policies and its responsibilities for good governance practices. The following directors serve on the Company’s Corporate Governance Committee: Frank Borowicz (Chairman), Charles O’Sullivan, and Don Simmons.

Mandate

•	Assisting the Board of Directors in fulfilling their oversight responsibilities with respect to good governance practices as defined in NP 58-201 and NI 58-101.
•	Meeting annually and at the request of the Corporate Governance Committee Chairman.
•	Annually reviewing and amending (if required) the Company’s corporate policies, and making recommendations to the Board of Directors.
•	Annually reviewing the corporate governance disclosure in the Company’s information circular, and making recommendations to the Board of Directors.

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HemisphereEnergyCorporation

2015 InformationCircular

Compensation/Nominating Committee

The Compensation/Nominating Committee assists the Board of Directors in the oversight of its recruitment, retention and motivation of directors, officers and employees in regard to the competitive conformity of compensation and corporate objectives. The Compensation/Nominating Committee also assists the Board of Directors in the oversight of recruiting new directors, as required. The following directors serve on the Company’s Compensation/Nominating Committee: Charles O’Sullivan (Chairman), Frank Borowicz, and Bruce McIntyre.

Mandate

•	Assisting the Board of Directors in fulfilling their oversight responsibilities with respect to cash and stock compensation of new and existing executives and employees, and nominating new directors, as required.
•	Approving stock option grants for employees and consultants.
•	Approving cash compensation and stock option grants for officers and directors to recommend to the Board of Directors for approval.
•	Meeting annually and at the request of the Compensation/Nominating Committee Chairman.
•	Reviewing executive compensation packages of the Company’s peer group.
•	Annually reviewing the Statement of Executive Compensation disclosure in the Company’s information circular and making recommendation to the Board of Directors.
•	Identifying the competencies and skills represented by the directors and making recommendations to the Board of Directors.
•	Recommending director nominees for presentation to shareholders at the Company’s annual general meeting.

Reserves Committee

The Reserves Committee assists the Board of Directors in the oversight of the integrity in its petroleum and natural gas reserves. The following directors serve on the Company’s Reserves Committee: Bruce McIntyre (Chairman), Don Simmons, Gregg Vernon, and Richard Wyman.

Mandate

•	Assisting the Board of Directors in fulfilling their oversight responsibilities with respect to the annual review of the Company’s petroleum and natural gas reserves.
•	Meeting annually to review and approve the year-end independent reserves evaluation and corresponding disclosures as prepared by management under National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities.
•	Annually reviewing the Statement of Reserves and Other Oil and Natural Gas Information in the Company’s Annual Information Form, and making recommendation to the Board of Directors.

Assessment

The Board of Directors monitors the adequacy of information given to directors, communication between the Board of Directors and management and the strategic direction and processes of the Board of Directors and Committees. The Board of Directors has not adopted formal procedures for assessing the effectiveness of the Board of Directors, its Audit Committee or individual directors.

AUDIT COMMITTEE INFORMATION

Charter

The Company’s Audit Committee is governed by an Audit Committee Charter, the text of which is attached as Schedule "A" of this Information Circular.

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HemisphereEnergyCorporation

2015 InformationCircular

Composition

The Company’s Audit Committee consists of four directors: Bruce McIntyre (Chairman), Frank Borowicz, Gregg Vernon and Richard Wyman. As defined in National Instrument 52-110 - Audit Committees ("NI 52-110"), Bruce McIntyre, Frank Borowicz, Gregg Vernon, and Richard Wyman are deemed "independent".

A member of the Audit Committee is "independent" if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company’s Board of Directors, reasonably interfere with the exercise of the member’s independent judgment.

Relevant Education and Experience

NI 52-110 provides that a member of the Audit Committee is considered to be "financially literate" if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexities of the issues that can reasonably be expected to be raised by the Company.

All of the members of the Company’s Audit Committee are considered to be "financially literate", as that term is defined in NI 52-110.

Bruce McIntyre, P.Geol., Chairman

Mr. McIntyre has over 35 years of oil and gas experience and a proven track record of finding quality oil and gas reserves. Mr. McIntyre was most recently Executive Director of New Zealand Energy Corp. until June 2014 and previously, President from April 2011 to July 2012. Prior thereto, Mr. McIntyre was President and Chief Executive Officer of Sebring Energy Inc., a private Alberta-based exploration and production company that was sold in July 2007. He has also held various other management positions including President CEO and co-founder of Sommer Energy Ltd., President and CEO of TriQuest Energy Corp., President and Chief Executive Officer of BXL Energy Ltd. and Exploration Manager for Gascan Resources Ltd. Mr. McIntyre is a member of the American Association of Petroleum Geologists, has a Professional Geologist designation with the Association of Professional Engineers and Geoscientists of Alberta and an Honorary Member of the Canadian Society of Petroleum Geologists (Past President 2002). Mr. McIntyre holds a Bachelor of Science Degree in Geology (Honours) from Carleton University and an Advanced Executive Certificate in General Management from Queen’s University.

Frank Borowicz, QC, CA (Hon)

Mr. Borowicz has over 35 years of experience in corporate governance and regulatory compliance. He is a retired partner of the international law firm Davis LLP and is a Governor of the Vancouver Board of Trade. He served as Chairman of the BC Industry Training Authority and is an independent director of several public and private companies. Educated at Harvard, Dalhousie and Loyola, Mr. Borowicz is a member of the Institute of Corporate Directors, is a Queen’s Counsel, and an honorary member of the Institute of Chartered Accountants.

Gregg Vernon, P.Eng.

Mr. Vernon is a designated professional engineer with over 35 years of international oil and gas industry experience, including managing and administrating major projects in China, Eastern Canada and South America. He is currently the President of Bochica Oil & Gas Inc., a private oil company in Colombia. Most recently he was interim President and Chief Executive Officer of Petrodorado Energy Ltd. from October 2013 to February 2015. Prior thereto, Mr. Vernon was the interim Chief Operating Officer of PetroMagdalena Energy Corp. (formerly Alange Energy Corp.), a Canadian-based international oil and gas exploration and production company until its sale in 2012. In October of 2007, he was a founder and Chairman of Prospero Hydrocarbons Inc., a private Canadian-based international oil and gas exploration company focused on Colombia. He is one of the founders of Petro Andina Resources Ltd., a Canadian company with operations in South America. He is a University of Alberta graduate with his degree in Engineering and is a member of the Society of Petroleum Engineers.

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HemisphereEnergyCorporation

2015 InformationCircular

Richard Wyman, B.Sc., MBA

With over 30 years’ experience, Mr. Wyman began his career as a reservoir engineer with Esso Resources Canada Ltd. in Calgary prior to becoming a corporate finance associate with Wood Gundy in London, England. He returned to Canada and became an analyst in the corporate finance and treasury department of Gulf Canada Limited in Calgary and Toronto, and then an oil and gas equities research analyst with Peters & Co. Ltd. Following his tenure at Peters & Co., Mr. Wyman became a founding shareholder and Director of Smart Pipeline Services Ltd. and Northern Cross (Yukon) Ltd. He returned to a capital market role as Vice President and Senior Oil and Gas Analyst with Canaccord Genuity under their rebranding process in 2004. In 2010, Mr. Wyman returned to the oil and gas industry as President and a Director of Northern Cross (Yukon) Ltd, an emerging junior oil and gas, exploration and development company with assets located in Yukon. He holds a Bachelor of Applied Science degree in Chemical Engineering (Hons) from Queen's University in 1978 and a Masters of Business Administration from the International Management Institute at the University of Geneva in 1985.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed fiscal year, the Board of Directors has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the effective date of NI 52-110, the Company has not relied on the exemptions contained in Section 2.4 De Minimus Non-audit Services or Part 8 Exemptions of NI 52-110. Section 2.4 of NI 52-110 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board of Directors, and where applicable the Audit Committee, on a case-by-case basis.

External Auditors

The Company’s external auditor is Smythe Ratcliffe LLP located at Suite 700, 355 Burrard Street, Vancouver, British Columbia V6C 2G8.

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HemisphereEnergyCorporation

2015 InformationCircular

The fees paid by the Company to its external auditor in each of the last two fiscal years are as follows:

Notes:
(1)	"Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation such as comfort letters, consents, reviews of securities filings and statutory audits.
(2)	"Audit Related Fees" include services that are traditionally performed by the auditor. These audit related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews, consultations on conversion to International Financial Reporting Standards and audit or attest services not required by legislation or regulation.
(3)	"Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice include assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from tax authorities.
(4)	"All Other Fees" include all other non-audit services.

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110, which provides that the Company, as a venture issuer, is not required to comply with Part 3 Composition of the Audit Committee and Part 5 Reporting Obligations of NI 52-110.

ADDITIONAL INFORMATION

The Company’s financial information can be found in its audited annual Financial Statements and related Management's Discussion and Analysis for the year ended December 31, 2014.

Additional information, including financial information, relating to the Company may be found on SEDAR at www.sedar.com or the Company’s website at www.hemisphereenergy.ca. Company materials can also be requested by mail to Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9, by email to [email protected] or by telephone to (604) 685-9255.

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SCHEDULE "A"

Purpose

The Audit Committee of Hemisphere Energy Corporation ("Hemisphere") assists the Board of Directors in the oversight of its integrity in financial reporting as outlined in National Instrument 52-110 Audit Committees ("NI 52-110").

Composition

The Audit Committee consists of no less than three directors, each of whom is "financially literate" and "independent" as defined under NI 52-110, and is annually appointed by the Board of Directors. The Chair of the Audit Committee is appointed by the Board of Directors at the same time as the member appointment.

Mandate

•	Assisting the Board of Directors in fulfilling their oversight responsibilities with respect to the review of financial statements and other relevant public disclosures, compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence, and the performance of the internal audit function and the external auditors.
•	Meeting quarterly to review and approve the quarterly financial statements and management’s discussion and analysis for recommendation to the Board of Directors.
•	Meeting annually to review and approve the audited annual financial statements and management’s discussion and analysis for recommendation to the Board of Directors.
•	Annually reviewing the performance of the external auditors.
•	Nominating the external auditors for recommendation to the Hemisphere shareholders at the annual general meeting of the shareholders.
•	Advising the Board of Directors on the remuneration of the external auditors based on the time required to complete the audit and preparation of the audited annual financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and Generally Accepted Accounting Principles of Canada.

External Auditors

Hemisphere’s external auditors are the independent representatives of the shareholders, yet are also accountable to the Board of Directors and the Audit Committee. The external auditors complete their audit procedures and reviews with professional independence, free from any undue interference from management or directors. The Audit Committee directs and ensures that the management fully co-operates with the external auditors in the course of carrying out their professional duties. The Audit Committee will have access to direct communications with the external auditors, if required.

The external auditors are prohibited from providing any non-audit services to Hemisphere, without the written consent of the Audit Committee unless such non-audit services are De Minimus Non-Audit Services as outlined in section 2.4 of NI 52-110. In determining whether the external auditors will be granted permission to provide non-audit services, the Audit Committee is to consider that the benefits to Hemisphere from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.

ScheduleA

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Notwithstanding the above non-audit services, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of Hemisphere:

	(a)	acting as an agent of Hemisphere for the sale of all or substantially all of the undertaking of Hemisphere; and
	(b)	performing any non-audit consulting work for any director or senior officer of Hemisphere in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to Hemisphere.

The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

Internal Controls

The Board of Directors will appoint a person who is responsible for implementing internal controls and performing the role as the internal auditor ensuring such controls are adequate and effective.

Continuous Disclosure Requirements

The Board of Directors will appoint a person who is responsible for ensuring that Hemisphere's continuous reporting requirements are met and in compliance with applicable regulatory requirements.

Annual Review

The Corporate Governance Committee annually reviews the Audit Committee Charter and recommends any amendments to the Board of Directors for approval.

ScheduleA

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Dear Fellow Shareholders,

During 2014, the Hemisphere Team set out with a clear focus to develop our encouraging oil assets in Atlee Buffalo and Jenner both situated in southeast Alberta. Successful drilling results yielded substantial year-over-year growth both financially and operationally.

Record breaking highlights from Hemisphere’s 2014 year include:

•	Revenue of $16.6 million, a 57% increase over 2013
•	Oil and gas netback of $9.3 million, a 65% increase over 2013
•	Funds flow from operations of $6.7 million, a 76% increase over 2013
•	Production average of 683 boe/d (86% oil), a 48% increase over 2013
•	Proved plus Probable reserves of 3.3 million boe (88% oil & NGL), a 61% increase over 2013
•	Proved plus Probable reserves value of $62.5 million (NPV10 BT), a 64% increase over 2013

Following the acquisition of Atlee Buffalo in late 2013, we drilled a successful horizontal well in the property during the first quarter of 2014, followed by two successful horizontal development oil wells in Jenner. With production results from the initial well in Atlee Buffalo exceeding expectations, we entered into a $10 million bought deal financing in May in order to accelerate development in the area. These proceeds were immediately put to use on two back-to-back five-well drilling programs which contributed significantly to rapid corporate growth through the latter half of 2014.

During the third and fourth quarters of 2014, oil prices started to decline from summer highs of over US$100 per barrel to almost half that amount by year-end. The first quarter of 2015 has seen continued volatility in prices with an oversupply of oil in the market. Reaction to this surplus in oil inventory and subsequent oil price drop has been swift throughout the industry and resulted in a significant drop in active drilling rigs and substantial cuts in capital spending across the board. Expectations are that oil prices will recover throughout the year as supply and demand come into better balance.

In this low commodity price environment, we have applied a conservative approach to capital spending and have deferred drilling activity until the second half of 2015 while we continue to monitor market conditions. At current prices, our production remains cash flow positive due to our low operating costs. We will continue optimizing our production base while minimizing operating costs. Our near-term focus will be to reduce net debt in order to expand our financial flexibility for strategic acquisitions and ultimately maximize long-term shareholder value. Hemisphere is well poised to act quickly in response to a positive change in commodity prices with a large variety of low-risk development opportunities.

In the fall, we promoted Ian Duncan from Vice President of Engineering to Chief Operating Officer. With over a decade of experience in drilling, production and facilities, he has been instrumental in the successful development of our operations. Ian has been a key player since joining the team in January 2011 and it was a natural transition to move him into the role of Chief Operating Officer. Concurrently, we appointed Ashley Ramsden-Wood to Vice President of Engineering. Ashley had been consulting for Hemisphere since June 2012 and has played a vital role in our growth and success to-date. Her experience in development planning, implementing capital projects, preparing economic valuations, and evaluating acquisitions are proved assets to Hemisphere. Additionally, we strengthened our Board of Directors with the appointment of Richard Wyman. Richard has brought a wealth of industry and capital markets experience having worked in engineering roles, corporate finance positions and as an oil and gas analyst with various firms.

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Our tremendous success in 2014 is directly attributed to the hard work and dedication of the entire Hemisphere Team. I would like to personally thank all of our employees, consultants, contractors, directors and shareholders for their strong commitment and continued support as we build Hemisphere to be a leading Canadian junior oil and gas producing company.

Best regards,

(Signed) “Don Simmons”
Don Simmons, P.Geol.
President & Chief Executive Officer
April 21, 2015

This Message to Shareholders should be read in conjunction with the audited annual financial statements of Hemisphere Energy Corporation together with Management’s Discussion and Analysis for the year ended December 31, 2014, which can be found on SEDAR at www.sedar.com and is subject to the same cautionary statements as set out therein.

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