Pioneer
Exploration Inc.
   DISCLOSURE
COMMITTEE CHARTER
   Disclosure
Policy
   All
disclosures made by Pioneer to its security holders or the investment community
should (i) be accurate, complete and timely, (ii) present fairly, in all
material respects, Pioneer’s financial condition, results of operations and cash
flows, and (iii) meet any other legal, regulatory or stock exchange
requirements.
   Committee
Purpose
   Pioneer’s
Disclosure Committee (the “Committee”) will assist
Pioneer’s officers and directors (collectively, the “Senior Officers”) fulfilling
Pioneer’s and their responsibilities regarding (i) the identification and
disclosure of material information about Pioneer and (ii) the accuracy,
completeness and timeliness of Pioneer’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 Pioneer’s controls and other procedures
      (“Disclosure Controls and
      Procedures”) to ensure that (i) information required by Pioneer to
      be disclosed to the Securities and Exchange Commission (the “SEC”), and other written
      information that Pioneer 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
      Pioneer’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 Pioneer’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 Pioneer’s officers and employees, including the “tone at the
      top”; Pioneer’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 Pioneer’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 Pioneer 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 Pioneer’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 Pioneer’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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