De
Beira Goldfields Inc.






DISCLOSURE
COMMITTEE CHARTER






Disclosure
Policy






All
disclosures made by De Beira to its security holders or the investment community
should (i) be accurate, complete and timely, (ii) present fairly, in all
material respects, De Beira’s financial condition, results of operations and
cash flows, and (iii) meet any other legal, regulatory or stock exchange
requirements.






Committee
Purpose






De
Beira’s Disclosure Committee (the “Committee”) will assist De Beira’s officers
and directors (collectively, the “Senior Officers”) fulfilling De Beira’s and
their responsibilities regarding (i) the identification and disclosure of
material information about De Beira and (ii) the accuracy, completeness and
timeliness of De Beira’s financial reports.






Responsibilities






Subject
to the supervision and oversight of Senior Officers, the Committee will be
responsible for the following tasks:




●
            Review
      and, as necessary, help revise De Beira’s controls and other procedures
      (“Disclosure Controls and Procedures”) to ensure that (i) information
      required by De Beira to be disclosed to the Securities and Exchange
      Commission (the “SEC”), and other written information that De Beira will
      disclose to the public is recorded, processed, summarized and reported
      accurately and on a timely basis, and (ii) such information is accumulated
      and communicated to management, including the Senior Officers, as
      appropriate to allow timely decisions regarding required
      disclosure.




●
            Assist
      in documenting, and monitoring the integrity and evaluating the
      effectiveness of, the Disclosure Controls and
  Procedures.




●
            Review
      De Beira’s (i) annual report on Form 10-K, quarterly reports on Form 10-Q,
      and current reports on Form 8-K, proxy statement, material registration
      statements, and any other information filed with the SEC (collectively,
      the “Reports”), (ii) press releases containing financial information,
      earnings guidance, forward-looking statements, information about material
      transactions, or other information material to De Beira’s shareholders,
      (iii) correspondence broadly disseminated to shareholders, and (iv) other
      relevant communications or presentations (collectively, the “Disclosure
      Statements”).




●
            Discuss information relative to the Committee’s responsibilities and
      proceedings, including (i) the preparation of the Disclosure Statements
      and (ii) the evaluation of the effectiveness of the Disclosure Controls
      and Procedures.









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Other
Responsibilities






The
Committee will have such other responsibilities, consistent with the Committee’s
purpose, as any Senior Officer may assign to it from time to time.






Disclosure
Control Considerations






The
Committee will base the review and revision of the Disclosure Controls and
Procedures on the following factors:




●
            Control
      Environment: The directives of the Board of Directors and the Audit
      Committee; the integrity and ethical values of De Beira’s officers and
      employees, including the “tone at the top”; De Beira’s Code of Ethics; and
      the philosophy and operating style of management, including how employees
      are organized and how authority is
delegated.




●
            Risk
      Assessment: The identification and analysis of relevant risks to achieving
      the goal of accurate and timely disclosure, forming a basis for
      determining how the risks should be
managed.




●
            Control
      Activities: The procedures to ensure that necessary actions are taken to
      address and handle risks to achievement of
  objectives.




●
            Information
      and Communication: The accumulation, delivery and communication of
      financial information throughout (i.e., up, down and across) the
      organization.




●
            Monitoring:
      The assessment of the quality of the financial reporting systems over time
      through ongoing monitoring and separate evaluations, including through
      regular management supervision and reporting of deficiencies
      upstream.




Organization






The
members of the Committee will be comprised of De Beira’s officers and
directors.






The
Committee may designate two or more individuals, at least one of whom will be
knowledgeable about financial reporting and another about law, who can, acting
together, review Disclosure Statements when time does not permit full Committee
review.






The
Senior Officers at their option may, at any time and from time to time, assume
any or all of the responsibilities of the Disclosure Committee identified in
this Charter, including, for example, approving Disclosure Statements when time
does not permit the full Committee (or the designated individuals) to meet or
act.






The
Committee may, at any time and from time to time, utilize external service
providers to review and provide further comment on the Reports and the
Disclosure Statements.






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Chair






The Chief
Financial Officer of De Beira will act as the Chair of the Committee (unless and
until another member of the Committee will be so appointed by any Senior
Officer).






Meetings
and Procedures






The
Committee will meet or act as frequently and as formally or informally as
circumstances dictate to (i) ensure the accuracy, completeness and timeliness of
the Disclosure Statements and (ii) evaluate the Disclosure Controls and
Procedures and determine whether any changes to the Disclosure Controls and
Procedures are necessary or advisable in connection with the preparation of the
Reports or other Disclosure Statements, taking into account developments since
the most recent evaluation, including material changes in De Beira’s
organization and business objectives and any material change in economic or
industry conditions.






The
Committee will adopt, whether formally or informally, such procedures as it
deems necessary to facilitate the fulfillment of its
responsibilities.






Full
Access






The
Committee will have full access to all of De Beira’s books, records, assets,
facilities and personnel, including the internal auditors, in connection with
fulfilling its responsibilities.






Charter
Review






The
Committee will review and assess this Charter annually and recommend any
proposed changes to the Senior Officers for approval.






Interpretation






Any
questions of interpretation regarding this Charter, or the Committee’s
responsibilities or procedures, will be determined initially by the Chair and,
to the extent necessary, ultimately by the Senior Officers.






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