Hemisphere Energy Corporation — Proxy Solicitation & Information Statement 2020

May 12, 2020

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Hemisphere Energy Corporation

Notice of Meeting

Important Notice Regarding the Availability of Proxy Materials for Hemisphere Energy Corporation, Annual General and Special Meeting to be held at Meeting Room, Suite 3200, 650 West Georgia Street, Vancouver, British Columbia on June 17, 2020, at 9:00 a.m. (Pacific Daylight Time)

You are receiving this notice to advise that the proxy materials for the above noted securityholders’ meeting are available on the Internet. This communication pesents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting. The information circular and other relevant materials are available at:

www.hemisphereenergy.ca/investors/shareholder-materials

OR www.sedar.com

Persons who have within 14 days of the date of the Meeting: (i) COVID-19 symptoms, (ii) been in close contact with another person with COVID-19 symptoms, or (iii) travelled outside of Canada, cannot attend the Meeting and should therefore vote only by proxy. For those shareholders who attend the Meeting, physical distancing measures will be applicable, as directed by the Provincial Health Officer. The Company also reserves the right to change the location, date and time of the meeting, based on developments with the COVID-19 pandemic.

Obtaining a Copy of the Proxy Materials

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If you would like to receive a paper copy of the current meeting materials by mail, you must request one. There is no charge to you for requesting a copy.

Call us Toll Free at 1-844-211-9798 within North America to request a paper copy of the materials for the current meeting.

To ensure you receive the material in advance of the voting deadline and meeting date, all requests must be received by us no later than five business days before the meeting to ensure timely receipt. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

To obtain paper copies of the materials after the meeting date, please contact Hemisphere Energy. Contact information is as follows:

	Email: Facsimile: Telephone: Mail:
	info@hemisphereenergy.ca (604) 685- 9676 Local: (604) 685-9255 Toll free: 1-844-211- 9798 Extension: 226 Suite 501, 905 West Pender Street Vancouver, British Columbia V6C 1L6

Securityholder Meeting Notice

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE . To vote your securities you must vote www.investorvote.com,1-866-734-VOTE (8683) Toll Free or by mailing the enclosed Voting Instruction form/Proxy for receipt before 9:00 a.m. (Pacific Daylight Time) on June 15, 2020 using the enclosed Business Reply Envelope.

The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

1. to receive and consider the audited annual financial statements of the Company for the year ended December 31, 2019 and the report of the auditor thereon;

2. to fix the number of directors of the Company to be elected at the Meeting at six (6) (see "Fix the Number of Directors" on page 5 of the Information Circular);

3. to elect the directors of the Company for the ensuing year (see "Election of Directors" on page 5 of the Information Circular);

4. to appoint KPMG LLP, Chartered Accountants, as auditors of the Company for the ensuing year and to authorize the Board of Directors to fix the remuneration to be paid to the auditors (see "Appointment of Auditor" on page 7 of the Information Circular);

5. to consider and, if thought advisable, to pass an ordinary resolution approving the Company’s Stock Option Plan, as more fully set forth in the Information Circular (see "Annual Approval of Stock Option Plan" on page 7 of the Information Circular);

Annual Financial statement delivery

• No Annual Report (or Annual Financial Statements) is (are) included in this mailing

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