Close

Form 6-K HEMISPHERE ENERGY CORP For: Sep 17

September 18, 2015 7:34 AM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2015.

Commission File Number: 000-55253

Hemisphere Energy Corporation
(Translation of registrant's name into English)

Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]                     Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)    [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)    [  ]


DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Hemisphere Energy Corporation
   
Date: September 17, 2015   
  /S/ DORLYN EVANCIC
  Dorlyn Evancic
  Chief Financial Officer

2


EXHIBIT INDEX

Exhibit Description
   
99.1 News release, dated September 17, 2015
99.2 Notice of Change in Auditor, dated September 15, 2015
99.3 Letter from Former Auditor, dated September 15, 2015
99.4 Letter from Successor Auditor, dated September 15, 2015



HEMISPHERE ENERGY ANNOUNCES CHANGE IN AUDITOR

TSX-V: HME

Vancouver, British Columbia, September 17, 2015 – Hemisphere Energy Corporation ("Hemisphere" or the "Company") (TSX-V: HME) announces that, at the request of the Company, Smythe Ratcliffe LLP (the "Former Auditor") has resigned as Hemisphere’s auditor effective September 15, 2015. On the recommendation of the Company’s Audit Committee, the Board of Directors has appointed KPMG LLP of Calgary, Alberta (the "Successor Auditor") as the Company’s auditor effective September 15, 2015.

There were no reservations or modified opinions in the Former Auditor's reports in connection with the financial statements of the Company for the Company’s two most recent fiscal years and any subsequent period, and there are no "reportable events" (as defined in the National Instrument 51-102 - Continuous Disclosure Obligations) between the Company and the Former Auditor.

Hemisphere’s management and Board of Directors extend their gratitude to Smythe Ratcliffe LLP for their many years of auditing services to the Company.

About Hemisphere Energy Corporation

Hemisphere Energy Corporation is a producing oil and gas company focused on developing conventional oil assets with low risk drilling opportunities. Hemisphere plans continual growth in production, reserves and cash flow by drilling existing projects and executing strategic acquisitions. Hemisphere trades on the TSX Venture Exchange as a Tier 1 issuer under the symbol "HME".

For further information, please contact:

Don Simmons, President & Chief Executive Officer
Telephone: (604) 685-9255
Email: [email protected]

Dorlyn Evancic, Chief Financial Officer
Telephone: (604) 685-9255
Email: [email protected]

Website: www.hemisphereenergy.ca


Forward-looking Statements

This news release contains "forward-looking statements" that are based on Hemisphere's current expectations, estimates, forecasts and projections. These forward-looking statements include statements regarding Hemisphere's outlook for our future operations, plans and timing for the commencement or advancement of exploration and development activities on our properties, and other expectations, intention and plans that are not historical fact. The words "estimates", "projects", "expects", "intends", "believes", "plans", or their negatives or other comparable words and phrases are intended to identify forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Many of these factors are beyond the control of Hemisphere. Consequently, all forward-looking statements made in this news release are qualified by this cautionary statement and there can be no assurance that actual results or developments anticipated by Hemisphere will be realized. For the reasons set forth above, investors should not place undue reliance on such forward-looking statements. Hemisphere disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

  2 | P a g e



CHANGE OF AUDITOR NOTICE
National Instrument 51-102 – Continuous Disclosure Obligations

TO: Smythe Ratcliffe LLP, Chartered Accountants
  KPMG LLP, Chartered Accountants
   
AND TO: British Columbia Securities Commission
  Alberta Securities Commission
  Financial and Consumer Affairs Authority, Saskatchewan
  Ontario Securities Commission
  Financial and Consumer Services Commission (New Brunswick)
  TSX Venture Exchange

Hemisphere Energy Corporation (the "Company") hereby gives notice that, in accordance with National Instrument 51-102 — Continuous Disclosure Obligations ("NI 51-102") Smythe Ratcliffe LLP, Chartered Accountants (the "Former Auditor"), has resigned effective September 15, 2015 at the request of the Company. Effective September 15, 2015, the Company’s Board of Directors, upon recommendation by the Company’s Audit Committee, appointed KPMG LLP, Chartered Accountants (the "Successor Auditor") as successor auditor to fill the vacancy in the position of auditor of the Company until the next annual general meeting of shareholders.

The resignation of the Former Auditor and the appointment of the Successor Auditor have been considered and approved by the Company’s Audit Committee and Board of Directors. The Company’s Audit Committee and Board of Directors have reviewed the documents relating to the change of auditor.

The Former Auditor has not expressed any reservations or a modified opinion in its audit reports for the Company’s two most recent fiscal years and any subsequent period. There are no reportable events between the Company and the Former Auditor, and there have been no qualified opinions or denials of opinion of the Former Auditor.

Dated at Vancouver, British Columbia, this 15th day of September, 2015.

Hemisphere Energy Corporation

(signed) "Dorlyn R. Evancic"
Dorlyn R. Evancic
Chief Financial Officer





 

September 15 , 2015

British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority, Saskatchewan
Ontario Securities Commission
Financial and Consumer Affairs Commission (New Brunswick)
TSX Venture Exchange

Dear Sirs:

Re: Hemisphere Energy Corporation (the “Company”)
  Change of Auditor

We are writing in accordance with Section 4.11(5)(a) of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”). We wish to confirm that we have read the Notice of Change of Auditor of the Company dated September 15, 2015 and that based on our current knowledge we are in agreement with the information contained in such Notice.

Yours very truly,


Chartered Professional Accountants





  KPMG LLP Telephone (403) 691-8000
  205-5th Avenue SW Fax (403) 691-8008
  Suite 3100, Bow Valley Square 2 www.kpmg.ca
  Calgary AB  
  T2P 4B9  

British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority, Saskatchewan
Ontario Securities Commission
Financial and Consumer Services Commission (New Brunswick)
TSX Venture Exchange


Hemisphere Energy Corporation

Dear Sirs/Mesdames

Re: Notice of Change of Auditors of Hemisphere Energy Corporation

We have read the Notice of Hemisphere Energy Corporation dated September 15, 2015 and are in agreement with the statements contained in such Notice.

Yours very truly,


Chartered Accountants

September 15, 2015
Calgary, Canada

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
KPMG Canada provides services to KPMG LLP.

KPMG Confidential




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings