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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
        Date of Report (Date of earliest event reported): February 13, 2022
                        PIONEER NATURAL RESOURCES COMPANY
             (Exact name of registrant as specified in its charter)
        DELAWARE                       001-13245               75-2702753
(State or other jurisdiction of  (Commission File Number)    (IRS Employer
       incorporation)                                       Identification No.)
1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BLVD.
       IRVING, TEXAS                                           75039
(Address of principal executive                              (Zip code)
         offices)                                                   
       Registrant's telephone number, including area code: (972) 444-9001
                                 NOT APPLICABLE
         (former name and former address, if changed since last report)
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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
         (A) None
         (B) None
(C) EXHIBITS 99.1 Share Purchase Agreement, dated February 13, 1998, among Pioneer Natural Resources Company, Trimac Corporation and 761795 Alberta Ltd. 99.2 Share Purchase Agreement, dated February 13, 1998, among Pioneer Natural Resources Company, 398215 Alberta Ltd. and Guy J. Turcotte.
3 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. PIONEER NATURAL RESOURCES COMPANY (Registrant) By: /s/ MARK L. WITHROW ---------------------------------------------- Name: Mark L. Withrow Title: Executive Vice President Date: February 23, 2022 4 INDEX TO EXHIBITS
EXHIBIT NUMBER PAGE 99.1 Share Purchase Agreement, dated February 13, 1998, among Pioneer Natural Resources Company, Trimac Corporation and 761795 Alberta Ltd. 99.2 Share Purchase Agreement, dated February 13, 1998, among Pioneer Natural Resources Company, 398215 Alberta Ltd. and Guy J. Turcotte.
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                                                                 EXHIBIT 99.1
                            SHARE PURCHASE AGREEMENT
                               February 13, 2022
BETWEEN
                 PIONEER NATURAL RESOURCES (CANADA) LTD., a body corporate
                 continued under the laws of Alberta ("PURCHASER")
                                      AND
                 TRIMAC CORPORATION, a body corporate incorporated under the
                 laws of the Province of Alberta ("TRIMAC")
                                      AND
                 761795 ALBERTA LTD., a body corporate incorporated under the
                 laws of the Province of Alberta ("SUBSIDIARY")
RECITALS
A.       The Subsidiary is a wholly owned subsidiary of Trimac;
B.       Trimac is the legal and beneficial holder of all outstanding Class A
         Shares of 761582 Alberta Ltd. ("Newco"), and Subsidiary is the legal
         and beneficial holder of all outstanding Class D Preferred Shares,
         Series 1 of Newco, such shares collectively being the only outstanding
         shares of any class in the capital of Newco;
C.       The Purchaser desires to purchase and the Vendors desire to sell the
         Newco Shares on the terms set out in this Agreement;
D.       The only asset of Newco is a total of 3,113,624 Exchangeable Shares in
         the capital of the Purchaser.
THE PARTIES AGREE AS FOLLOWS.
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                                   ARTICLE 1
                                 INTERPRETATION
1.1      In this Agreement, including the premises hereto and this section,
         unless the context otherwise requires, the following terms shall have
         the following respective meanings:
         "AGREEMENT" means this Agreement and any schedules attached hereto and
         any amendments hereof;
         "ARRANGEMENT SHARES" means the 3,113,624 Exchangeable Shares held by
         Newco;
         "CLOSING" means the completion of the transactions contemplated by the
         Agreement;
         "CLOSING DATE" means February 13, 2022 or such other date as the
         parties hereto may agree;
         "CLOSING TIME" means 2:00 p.m., Calgary Time, or such other time as
         the parties hereto may agree, on the Closing Date;
         "NEW EXCHANGEABLE SHARES" means the Exchangeable Shares to be issued
         to the Vendors pursuant to this Agreement;
         "NEWCO" means 761582 Alberta Ltd., an Alberta corporation;
         "NEWCO CLASS A SHARES" means 5,000,000 outstanding Class A Shares of
         Newco;
         "NEWCO PREFERRED SHARES" means 22,000 Class D Preferred Shares Series
         1 of Newco;
         "NEWCO SHARES" means the Newco Class A Shares and the Newco Preferred
         Shares;
         "PURCHASER TAX COST" means any liability for any Tax which (i) is
         suffered or incurred, directly or indirectly, by Purchaser, and (ii)
         would not have been so suffered or incurred had the transactions
         contemplated by this Agreement not taken place or had the Arrangement
         Shares not been cancelled in connection with the winding up or
         dissolution of Newco. For purposes of the foregoing, a Tax shall be
         considered to be suffered or incurred by Purchaser indirectly if such
         Tax is suffered or incurred by any
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         person related to Purchaser within the meaning of Section 954(d)(3) of
         the United States Internal Revenue Code of 1986, as amended, assuming
         for such purpose that Purchaser is a "controlled foreign corporation"
         within the meaning of Section 957 of said Code.
         "TAX" means (i) any Canadian domestic, United States or other foreign
         net income, alternative or add-on minimum, gross income, gross
         receipts, sales, use, ad valorem, value added, transfer, franchise,
         profits, license, withholding, payroll, employment, excise,
         production, severance, stamp, occupation, premium, property,
         environment, or windfall profit tax, custom, duty or other tax,
         governmental fee or other like assessment or charge of any kind
         whatsoever, together with any interest and/or any penalty, addition to
         tax or additional amount imposed by any taxing authority, and (ii) any
         liability of a person for the payment of any amounts of the type
         described in clause (i) as a result of being a member of an affiliated
         or consolidated group or arrangement whereby liability of such person
         for the payment of such amounts was determined or taken into account
         with reference to the liability of any other person for any period.
         "VENDORS" means collectively, Trimac and Subsidiary.
1.2      Headings of the articles or sections hereof are inserted for
         convenience of reference only and shall not affect the construction or
         interpretation of this Agreement.
1.3      In this Agreement, words importing the singular number only shall
         include the plural and vice versa, and words importing the masculine
         gender shall include the feminine and neuter gender, and words
         importing persons shall include provincial or federal companies,
         corporations, partnerships, syndicates, trusts and any number or
         aggregate of persons, all as the context may require.
1.4      All dollar amounts in this Agreement are expressed in Canadian
         dollars.
1.5      This Agreement and all amendments, modifications, alterations or
         supplements thereto shall, in all respects, be subject to and
         interpreted, construed and enforced in accordance with the laws of the
         Province of Alberta. Each party hereto submits to and accepts the
         jurisdiction of the Courts of the Province of Alberta for all purposes
         hereof.
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                                   ARTICLE 2
                                 SALE OF SHARES
2.1      Subject to the terms and conditions of this Agreement, the Vendors
         agree to sell, assign, transfer and convey to the Purchaser and the
         Purchaser agrees to purchase from the Vendors, on the Closing Date,
         the Newco Shares.
                                   ARTICLE 3
                                 PURCHASE PRICE
3.1      In consideration for the Newco Shares, the Purchaser shall issue to
         the Vendors an aggregate of 3,113,624 New Exchangeable Shares. The
         purchase consideration shall be allocated between the Vendors as
         follows:
                 Trimac           2,431,774 New Exchangeable Shares
                 Subsidiary       681,850 New Exchangeable Shares
                                   ARTICLE 4
               VENDOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1      Each of the Vendors jointly and severally represents and warrants to
         the Purchaser as follows effective on the date hereof and at the
         Closing Date:
         (a)     Newco is a corporation duly incorporated and subsisting under
                 the laws of the Province of Alberta and has all requisite
                 corporate power and authority to own the Arrangement Shares.
         (b)     The authorized and issued share capital of Newco consists of:
                   (i)    an unlimited number of Class A Shares of which
                          5,000,000 are issued and outstanding as fully paid
                          and non-assessable shares; and
                  (ii)    an unlimited number of Class B Shares, none of which
                          have been issued;
                 (iii)    an unlimited number of Class C Preferred Shares none
                          of which have been issued;
                  (iv)    an unlimited number of Class D Preferred Shares
                          issuable in series, of which 22,000 shares of the
                          first series, designated
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                          Class D Preferred Shares Series 1, are issued and
                          outstanding as fully-paid and non-assessable.
         (c)     Trimac is the holder of record and the beneficial owner of the
                 Newco Class A Shares and the Subsidiary is the holder of
                 record and beneficial owner of the Newco Preferred Shares,
                 which collectively represent all of the issued and outstanding
                 shares in the capital of Newco and the Vendors are and on the
                 Closing Date will be the owner of all such Newco Shares with
                 good and marketable title thereto free and clear of any
                 option, security interest, lien, charge, encumbrance,
                 hypothecation, claim or right of others (other than the rights
                 of the Purchaser hereunder).
         (d)     Trimac is and at the Closing will be, the holder of record and
                 beneficial owner of all outstanding shares of the Subsidiary.
         (e)     Each of the Vendors has the legal right, power and authority
                 to sell, assign and transfer the Newco Shares being sold by it
                 hereunder free and clear of any option, security interest,
                 lien, charge, encumbrance, hypothecation, claim or right of
                 others (other than the rights of the Purchaser hereunder).
         (f)     There are no outstanding agreements, options, warrants, rights
                 of conversion or other rights pursuant to which Newco is or
                 may become obligated to issue any shares, or securities
                 convertible or exchangeable into shares, and there are no
                 outstanding obligations, understandings or commitments of
                 Newco to repurchase, redeem or otherwise acquire any
                 outstanding shares of its capital or restricting its ability
                 to issue shares.
         (g)     Newco is the beneficial owner of the Arrangement Shares, free
                 and clear of any option, security interest, lien, charge,
                 encumbrance, claim or right of others.
         (h)     Effective on the Closing Date, Newco will have no liabilities,
                 (whether actual, accrued, potential, contingent or otherwise).
         (i)     From the date of its incorporation until the Closing Date
                 Newco has not carried on any business or owned any assets,
                 other than cash and shares of Chauvco Resources Ltd. and the
                 Arrangement Shares and other securities received in the
                 arrangement of Chauvco Resources Ltd. which was effected
                 December 18, 1997.
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         (j)     The corporate records and minute books of Newco are complete
                 and accurate in all material aspects.
         (k)     Each of the Vendors is a corporation validly subsisting under
                 the laws of the Province of Alberta, with the requisite
                 corporate power and authority to enter into and perform all of
                 its obligations under this Agreement and the execution,
                 delivery and performance of this Agreement and the
                 transactions contemplated hereby have been duly and validly
                 authorized by all requisite corporate action on the part of
                 each of the Vendors.
         (l)     The entering into of this Agreement by the Vendors and the
                 completion of the transactions contemplated hereby will not
                 result in the violation of any of the terms and provisions of
                 the constating documents or by-laws of any of the Vendors or
                 Newco or of any indenture or other agreement to which the
                 Vendors or Newco is a party.
         (m)     The entering into this Agreement by the Vendors and the
                 completion of the transactions contemplated hereby will not
                 result in the violation of any law or regulation of Canada or
                 of the Province of Alberta.
         (n)     This Agreement has been duly executed and delivered by the
                 Vendors and is a valid and binding obligation of each of the
                 Vendors enforceable against them in accordance with its terms.
         (o)     There is no action, suit, litigation, arbitration proceeding
                 or governmental proceeding including appeals and applications
                 for review, in which Newco is a party, either as plaintiff,
                 defendant, applicant, respondent or any other capacity
                 whatsoever. There are no outstanding orders of any court,
                 governmental agency or instrumentality, to which Newco, Trimac
                 or the Subsidiary is subject affecting, in any material
                 respect, the business, prospects, properties or condition
                 (financial or otherwise) of Newco or the ability of the
                 Vendors to consummate the transactions contemplated hereby.
         (p)     Each of the Vendors is not a non-resident of Canada within the
                 meaning of the Income Tax Act (Canada).  None of the Vendors
                 is a corporation incorporated under the laws of the United
                 States.
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         (q)     The only individuals who have been directors or officers of
                 Newco are Terry Owen, Margaret L. Parr and Robert J. Kennedy.
                 Newco does not have and has never had any employees.
         (r)     Newco is not a partner, co-tenant, joint venturer or otherwise
                 a participant in any partnership, joint venture, co-tenancy or
                 other similar jointly owned business.
         (s)     Neither the Vendors nor Newco have previously granted or
                 agreed to grant any proxy in respect of the Arrangement Shares
                 or entered into any voting trust, vote pooling or other
                 agreement in respect of the Arrangement Shares or any rights
                 attaching thereto.
         (t)     Except as are released prior to Closing, Newco is not a party
                 to nor bound or affected by any agreements, commitments or
                 understandings of any nature whatsoever, written or oral
                 except for this Agreement under which Newco has any
                 outstanding obligations. Except as are released prior to
                 Closing, Newco is not a party to nor bound by any agreement of
                 guarantee, indemnification, assumption or endorsement or any
                 other like commitment of the obligations, liabilities
                 (contingent or otherwise) or indebtedness of any other person,
                 firm or corporation.
         (u)     Neither Trimac nor Subsidiary is an underwriter, dealer or
                 other person who participates, pursuant to a contractual
                 arrangement, in the distribution of the New Exchangeable
                 Shares sold in reliance on Regulation S ("Regulation S") of
                 the United States Securities Act of 1993 (the "Act").
         (v)     Neither Trimac nor Subsidiary is acquiring the New
                 Exchangeable Shares for the account or benefit of:
                   (i)    any natural person resident in the United States;
                  (ii)    any partnership or corporation organized or
                          incorporated under the laws of the United Sates;
                 (iii)    any estate of which any executor or administrator is
                          a U.S. person;
                  (iv)    any trust of which any trustee is a U.S. person;
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                   (v)    any agency or branch of a foreign entity located in
                          the United States;
                  (vi)    any non-discretionary account or similar account
                          (other than an estate or trust) held by a dealer or
                          other fiduciary for the benefit or account of a U.S.
                          person;
                 (vii)    any discretionary account or similar account (other
                          than an estate or trust) held by a dealer or other
                          fiduciary organized, incorporated or (if an
                          individual) resident in the United States; and
                (viii)    any partnership or corporation if:
                          (A)     organized or incorporated under the laws of 
                                  any foreign jurisdiction; and
                          (B)     formed by a U.S. person principally for the
                                  purpose of investing in securities not
                                  registered under the Act, unless it is
                                  organized or incorporated, and owned, by
                                  accredited investors (as defined in Rule
                                  501(a) under the Act) who are not natural
                                  persons, estates or trusts.
         (w)     None of the foregoing representations and statements of fact
                 contains any untrue statement of material fact or omits to
                 state any material fact necessary to make any such statement
                 or representation not misleading to a prospective purchaser of
                 the Arrangement Shares seeking full information as to Newco,
                 its respective properties, businesses and affairs.
4.2      The Vendors acknowledge that the certificates representing the New
         Exchangeable Shares will bear a legend in substantially the following
         form:
                 THE SECURITIES EVIDENCED BY THIS CERTIFICATE (OR ITS
                 PREDECESSOR) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
                 FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
                 1933 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD,
                 PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO,
                 OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.  PERSON EXCEPT
                 PURSUANT TO AN
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                 AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                 SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS
                 USED ABOVE HAVE THE MEANINGS GIVEN THEM IN REGULATIONS UNDER
                 THE SECURITIES ACT.
                 PURSUANT TO THAT CERTAIN SHARE PURCHASE AGREEMENT DATED
                 February 13, 2022 BETWEEN THE HOLDER OF THIS CERTIFICATE AND
                 PIONEER NATURAL RESOURCES (CANADA) LTD., THE HOLDER OF THIS
                 CERTIFICATE HAS AGREED THAT IT WILL NOT VOLUNTARILY OFFER,
                 SELL, PLEDGE (WITH CERTAIN EXCEPTIONS), TRANSFER, ASSIGN OR
                 OTHERWISE DISPOSE OF THE SECURITIES REPRESENTED BY THIS
                 CERTIFICATE; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL
                 LIMIT SUCH HOLDER'S RIGHT TO RECEIVE SHARES OF COMMON STOCK,
                 PAR VALUE $.01 PER SHARE, OF PIONEER NATURAL RESOURCES COMPANY
                 PURSUANT TO THE PROVISIONS OF THE EXCHANGEABLE SHARES AND
                 RELATED ARRANGEMENTS.
4.3      The Vendors agree that the issuance by Pioneer Canada of New
         Exchangeable Shares is exempt from registration under the United
         States Securities Act of 1933 (the "Act") pursuant to Regulation S
         ("Regulation S") of the Act.
4.4      The Vendors agree that they will not voluntarily offer, sell, pledge,
         transfer, assign or otherwise dispose of the New Exchangeable Shares;
         provided, however, that nothing herein shall limit a Vendor's right to
         receive shares of common stock, par value $.01 per share, of Pioneer
         Natural Resources Company ("Pioneer Common Stock") pursuant to the
         provisions of the New Exchangeable Shares and related arrangements or
         pledging or depositing the New Exchangeable Shares with a Pledgee or
         other recipient of the New Exchangeable Shares who is bound by the
         same restrictions imposed on the Vendors pursuant to this Section 4.4.
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4.5      Subsidiary agrees to comply with the terms of that certain
         Shareholders Agreement (the "Shareholders Agreement"), dated as of
         September 3, 2022 among Pioneer Natural Resources company, Trimac
         Corporation and Gendis Inc. as if Subsidiary had entered into such
         agreement. With respect to both Trimac and Subsidiary, to the extent
         that there is any inconsistency between the Shareholders Agreement and
         this Agreement , the terms of this Agreement shall supersede the terms
         of the Shareholders Agreement.
                                   ARTICLE 5
             PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1      The Purchaser represents and warrants to the Vendors that effective on
         the date hereof and at the Closing Date:
         (a)     The Purchaser is a corporation duly continued and subsisting
                 under the laws of the Province of Alberta, and has all
                 requisite corporate power and authority to enter into and
                 perform all of its obligations under this Agreement.
         (b)     This Agreement has been duly executed and delivered by the
                 Purchaser, and the provisions hereof constitute legal, valid
                 and binding obligations of the Purchaser enforceable against
                 it in accordance with their terms.
         (c)     The execution, delivery and performance of this Agreement and
                 the transactions contemplated hereby including the issue of
                 the New Exchangeable Shares have been duly and validly
                 authorized by all requisite action on the part of the
                 Purchaser and the New Exchangeable Shares, when issued
                 pursuant to the terms hereof, will have been validly issued as
                 fully-paid and non-assessable.
         (d)     The consummation of the transactions contemplated herein will
                 not violate, nor be in conflict with, any provision of the
                 Purchaser's Articles of Incorporation or bylaws or any
                 agreement by which it is bound.
5.2      (a)     Purchaser agrees that Trimac shall prepare and file all tax
                 returns, elections or forms which Newco is required to file
                 relating to transactions or events or other matters occurring
                 at or before the Closing Time or in respect of fiscal periods
                 ending at or prior to the Closing Date. The Purchaser shall
                 cause Newco to provide all necessary powers of attorney,
                 information and access to books and
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                 records to enable Trimac to prepare and file the returns,
                 elections and forms referred to above. Trimac shall prepare
                 all necessary powers of attorney.
         (b)     Form T2057 has been executed to make an election pursuant to
                 Subsection 85(1) of the Income Tax Act (Canada) (the "Act") in
                 respect of the acquisition by Newco of shares of Chauvco
                 Resources Ltd., in the form attached as Schedule "A" hereto.
                 The Purchaser agrees that the Form T2057 shall be filed by
                 Trimac with Revenue Canada.
         (c)     The Purchaser agrees with Trimac that a Form T2057 will be
                 executed by them and filed to make an election pursuant to
                 Subsection 85(1) of the Act in respect of the acquisition by
                 the Purchaser of the Chauvco Resources Ltd. shares from Newco
                 pursuant to the Plan of Arrangement implemented on December
                 18, 1997, which shall contain the information and be in the
                 form attached as Schedule "B" hereto. The Purchaser agrees
                 that the Form T2057 shall be filed by Trimac on behalf of
                 Newco with Revenue Canada.
         (d)     The Purchaser agrees with Trimac that a Form T2057 will be
                 executed by them and filed to make an election pursuant to
                 Subsection 85(1) of the Act in respect of the acquisition by
                 the Purchaser of the Newco Class A Shares, which shall contain
                 the information and be in the form attached as Schedule "C"
                 hereto. The Purchaser agrees that the Form T2057 shall be
                 filed by Trimac with Revenue Canada.
         (e)     The Purchaser agrees with the Subsidiary that a Form T2057
                 will be executed by them and filed to make an election
                 pursuant to Subsection 85(1) of the Act in respect of the
                 acquisition by the Purchaser of the Newco Preferred Shares,
                 which shall contain the information and be in the form
                 attached as Schedule "D" hereto. The Purchaser agrees that the
                 Form T2057 shall be filed by the Subsidiary with Revenue
                 Canada.
         (f)     At the Closing Time the Purchaser shall deliver to the Vendors
                 Forms T2057 in the form attached as Schedules "B", "C" and
                 "D", each duly executed by the Purchaser.
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                                   ARTICLE 6
                                    SURVIVAL
6.1      The representations and warranties of the Purchaser and the Vendors
         shall survive the execution of this Agreement and consummation of the
         transactions described herein and shall continue to remain in full
         force and effect. The Covenants of the Purchaser and Vendors shall
         survive the execution of this Agreement and the consummation of the
         transactions described herein and shall continue and remain in full
         force and effect until Trimac and Subsidiary no longer own any New
         Exchangeable Shares or shares of common stock of Pioneer Natural
         Resources Company, into which such New Exchangeable Shares have been
         exchanged.
6.2      The Purchaser shall provide Trimac with reasonable access to the books
         and records of Newco following the Closing Date and shall preserve
         such books and records for a period of seven (7) years from the
         Closing Date.
                                   ARTICLE 7
                                INDEMNIFICATION
7.1      Each of the Vendors jointly and severally covenants and agrees with
         the Purchaser to pay, satisfy, discharge, observe, perform, fulfill,
         indemnify and save harmless the Purchaser, on an after tax basis, from
         and against each of the following (a "Claim"):
         (a)     any claim, demand, action, cause of action, demand, loss,
                 cost, liability or expense (including without limitation,
                 reasonable professional fees and all costs incurred in
                 investigating or pursuing any of the foregoing or any
                 proceeding relating to the foregoing) which may be made or
                 brought against the Purchaser or which it may suffer or incur
                 as a result of or in connection with any non-fulfillment of
                 any covenant or agreement on the part of either of the Vendors
                 under, or any incorrectness in or breach of any representation
                 or warranty of either of the Vendors in, this Agreement, and
         (b)     any liabilities, duties or obligations of Newco arising as a
                 result of or in connection with transactions or events which
                 occurred prior to the Closing Date, including, without
                 limitation:
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                   (i)    all debts, obligations, liabilities (including
                          continent liabilities), leases, contracts,
                          commitments or engagements whatsoever,
                  (ii)    all liabilities in respect of income, capital and
                          other taxes and governmental charges and assessments,
                          and
                 (iii)    reasonable professional fees and all costs incurred
                          in investigating or pursuing any of the foregoing or
                          any proceeding relating to the foregoing, and
         (c)     any Purchaser Tax Cost, and all reasonable professional fees
                 and costs incurred in investigating, pursuing or defending
                 against any Purchaser Tax Cost or any proceeding relating
                 thereto.
7.2      NOTICE OF CLAIM OR COMMENCEMENT OF PROCEEDING
         Promptly after receipt by the Purchaser of notice of a Claim or the
         commencement of any action, suit or proceeding in respect thereof and
         any appeal therefrom ("Proceeding") against which it believes it is
         indemnified under this Agreement, the Purchaser shall, if a claim in
         respect thereto is to be made against a party under an obligation to
         indemnify the Purchaser (the "Indemnifying Party") under this
         Agreement, notify the Indemnifying Party in writing of such Claim or
         Proceeding, provided, however, that the omission so to notify the
         Indemnifying Party shall not relieve it from any liability which it
         may have to the Purchaser to the extent that the Indemnifying Party is
         not prejudiced by such omission.
7.3      DEFENSE OF CLAIMS.
         (a)     The Indemnifying Party shall, within 30 days after receipt of
                 a notice of Claim or Proceeding given pursuant to Section 7.2,
                 either (1) acknowledge liability, as between the Indemnifying
                 Party and the Purchaser, for such Claim or the amount in
                 controversy in such Proceeding and pay the Purchaser the
                 amount of such Claim or the amount in controversy in such
                 Proceeding in cash or other immediately available funds (or
                 establish by agreement with the Purchaser an alternative
                 payment schedule), (2) acknowledge liability, as between the
                 Indemnifying Party and the Purchaser, for such Claim or the
                 amount in controversy in such Proceeding, disavow the validity
                 of the Claim or Proceeding or the amount thereof and, to the
                 extent set forth in Section 7.3(b), assume the legal defense
                 thereof, or (3) object (or reserve the right to object until
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                 additional information is obtained) to the claim for
                 indemnification or the amount thereof, setting forth the
                 grounds therefor in reasonable detail; provided that, if the
                 Indemnifying Party objects (or reserves its right to object)
                 within such 30-day period as provided in this Section 7.3,
                 then the Purchaser may bring suit (in the same Proceeding or
                 otherwise) to resolve the dispute and, pending final
                 resolution of such dispute, the Purchaser may proceed as
                 though the Indemnifying Party had responded in accordance with
                 clause (1) above. If the Indemnifying Party does not respond
                 to the Purchaser as provided in this Section 7.3 within such
                 30-day period, the Indemnifying Party shall be deemed to have
                 acknowledged its liability for such indemnification claim in
                 accordance with clause (1) above and the Purchaser may
                 exercise any and all of its rights under applicable law to
                 collect such amount.
         (b)     If any such Proceeding shall be brought against the Purchaser
                 and it shall notify the Indemnifying Party thereof in
                 accordance with Section 7.2, the Indemnifying Party shall, if
                 it shall have responded to such notice in accordance with
                 clause (a)(2) above, be entitled (1) in the case of a Claim in
                 respect of a Purchaser Tax Cost arising out of a proceeding
                 involving other issues for which Purchaser is not indemnified
                 hereunder, to elect to participate (directly or through
                 counsel reasonably satisfactory to Purchaser) in the portion
                 of the Proceedings related to the issue constituting the
                 Purchaser Tax Cost, subject to the control of Purchaser over
                 such Proceeding, or (2) in all other cases, to elect to assume
                 the legal defense thereof with counsel reasonably satisfactory
                 to the Purchaser. After notice from the Indemnifying Party to
                 the Purchaser of its election to assume the defense of such
                 claim or such action described in clause (2) hereof, the
                 Indemnifying Party shall not be liable to the Purchaser under
                 this Article for any attorney's fees or other expenses (except
                 reasonable costs of investigation) subsequently incurred by
                 the Purchaser in connection with the defense thereof. In all
                 other cases described in clause (a)(2), the Purchaser may
                 require the Indemnifying Party to reimburse it on a current
                 basis for its reasonable expenses of investigation, reasonable
                 attorneys' and accountants' fees and expenses and reasonable
                 out-of-pocket expenses incurred in the defense thereof and the
                 Indemnifying Party shall be bound by the result obtained with
                 respect thereto by the Purchaser.
         (c)     An Indemnifying Party will not, without prior written consent
                 of the Purchaser (which consent shall not be unreasonably
                 withheld), settle
   15
                                     - 15 -
                 or compromise or consent to the entry of any judgment with
                 respect to any pending or threatened Claim or Proceeding in
                 respect of which indemnification or contribution may be sought
                 hereunder (whether or not the Purchaser is an actual or
                 potential party to such Claim or Proceeding) unless such
                 settlement, compromise or consent includes an unconditional
                 release of the Purchaser from all liability arising out of
                 such Claim or Proceeding. If the Indemnifying Party has
                 responded to the Purchaser pursuant to clause (a)(1) above
                 (not including a deemed response under the proviso contained
                 in 7.3(a)(3)), the Purchaser may settle or compromise or
                 consent to the entry of any judgment with respect to the Claim
                 or Proceeding that was the subject of notice to the
                 Indemnifying Party pursuant to this Article without the
                 consent of the Indemnifying Party. The Purchaser will not
                 otherwise, without the prior written consent of the
                 Indemnifying Party (which consent shall not be unreasonably
                 withheld), settle or compromise or consent to the entry of any
                 judgment with respect to any pending or threatened Claim or
                 Proceeding, but, if such Claim or Proceeding is settled or
                 compromised or if there is entered any judgment with respect
                 to any such Claim or Proceeding, in either case with the
                 consent of the Indemnifying Party, or if there be a final
                 judgment of the plaintiff in any such Claim or Proceeding, the
                 Indemnifying Party agrees to indemnify and hold harmless the
                 Purchaser from and against any loss or liability by reason of
                 such settlement, compromise or judgment.
7.4      REFUND OF AMOUNTS
         If any person becomes entitled to a refund (whether by payment,
         credit, offset or otherwise) of all or a portion of any amount
         relating to a Claim or Proceeding for which an Indemnifying Party has,
         by payment, indemnified the Purchaser, then an amount equal to the
         refund, together with any interest received on such refund (net of any
         Tax payable on such interest), shall be paid by the Purchaser to the
         Indemnifying Party promptly after receipt of payment of the refund or
         notice from the relevant governmental authority of such credit, offset
         or other refund mechanism, as the case may be.
7.5      LIMITATION OF INDEMNITY
         The joint and several indemnity of the Vendors in respect of any
         Purchaser Tax Cost shall be limited to the proportion of such
         Purchaser Tax Cost that the number of New Exchangeable Shares issued
         hereunder is to the total number of New Exchangeable Shares issued
         pursuant to this Agreement
   16
                                     - 16 -
         and the similar agreement entered into as of the date hereof with
         398215 Alberta Ltd. and Guy J. Turcotte.  Notwithstanding anything
         contained in this Article 7, the joint and several indemnity of the
         Vendors in respect of any Purchaser Tax Cost arising under any
         legislation or regulation of a jurisdiction other than Canada or a
         province or territory thereof, shall not exceed the sum of $10,112,757
         United States dollars.
                                   ARTICLE 8
                                    EXPENSES
8.1      The Vendors jointly and severally agree to reimburse the Purchaser for
         all out of pocket expenses incurred by the Purchaser (including fees
         and disbursements of counsel and all tax advisors) in connection with
         the transaction contemplated herein including without limitation in
         connection with the preparation, execution and performance of this
         Agreement within 10 business days after receipt of a written invoice
         with respect thereto.  In respect of expenses which relate to this
         Agreement and to other similar agreements entered into with respect to
         other holders of Exchangeable Shares, the Vendors shall reimburse
         Purchaser in the proportion which the number of Exchangeable Shares
         issued hereunder is to the total number of Exchangeable Shares issued
         pursuant to all such similar agreements.
                                   ARTICLE 9
                                    CLOSING
9.1      Closing shall take place at the Closing Time on the Closing Date at
         the offices of MacKimmie Matthews, 700, 401 - 9th Avenue S.W.,
         Calgary, Alberta, or at such other place as the parties hereto may
         agree upon.
9.2      At Closing, the Vendors shall deliver to the Purchaser:
         (a)     a certified copy of the resolution of the directors of Newco
                 approving the transfer of the Newco Shares;
         (b)     certificates for the Newco Shares duly endorsed in blank for 
                 transfer;
         (c)     written resignations from all directors and officers of Newco;
                 and
         (d)     a certificate, dated as of the Closing Date, executed by each
                 of the Vendors, to the effect that the representations and
                 warranties made in Section 4.1 are true and correct in all
                 material respects at and as of
   17
                                     - 17 -
                 the Closing Date and that Vendors have complied with all
                 Agreements herein required to be complied with at and as of
                 the Closing Date.
9.3      At the Closing Time on the Closing Date, the Purchaser shall deliver
         to the Vendors certificates representing the New Exchangeable Shares.
                                   ARTICLE 10
                               CLOSING CONDITIONS
10.1     The obligation of the Purchaser to complete the purchase of the Newco
         Shares is subject to the conditions precedent that:
         (a)     the Vendors shall have performed or complied in all material
                 respects with each of the terms, covenants and conditions of
                 this Agreement to be performed or complied with by the Vendors
                 at or prior to the Closing Date;
         (b)     the approval of the Toronto Stock Exchange and all other
                 necessary regulatory approvals for the completion of the
                 transaction shall have been obtained; and
         (c)     the registration statement on Form S-3 registering the shares
                 of Pioneer Common Stock underlying the New Exchangeable Shares
                 shall have been declared effective by the United States
                 Securities and Exchange Commission.
The conditions in the Section 10.1 are for the sole benefit of the Purchaser
and may be waived, in whole or in part, by written notice to the Vendors.
10.2     The obligation of the Vendors to complete the sale of the Newco Shares
         is subject to the condition precedent that the Purchaser shall have
         performed or complied in all material respects with each of the terms,
         covenants and conditions of this Agreement to be performed or complied
         with by Purchaser at or prior to the Closing Date, which condition is
         for the sole benefit of the Vendors and may be waived, in whole or in
         part, by written notice to the Purchaser.
10.3     Purchaser shall cause its counsel to apply for all required regulatory
         approvals.
   18
                                     - 18 -
                                   ARTICLE 11
                                 MISCELLANEOUS
11.1     This Agreement shall enure to the benefit of and be binding upon the
         parties hereto and their respective successors and permitted assigns.
11.2     All obligations of the Vendors hereunder shall be joint and several.
11.3     Any direction, notice, request, delivery or demand hereunder shall be
         in writing, shall be hand delivered or telecopied and shall be deemed
         to have been received on the date of delivery. Either party may change
         its address by notice given in the manner aforesaid.
         (a)    if to the Purchaser, addressed to:
                Pioneer Natural Resources (Canada) Ltd.
                c/o Pioneer Natural Resources Company
                1400 Williams Square West
                5205 - N O'Connor Blvd.
                Irving, Texas
                75039-3746
                Attention:  General Counsel
         (b)    if to Trimac, addressed to:
                Trimac Corporation
                2100, 800 - 5th Avenue S.W.
                Calgary, Alberta
                T2P 2P9
                Attention: T.J. Owen, Vice-President and Chief Financial Officer
         (c)    if to Subsidiary
                761795 Alberta Ltd.
                2100, 800 - 5th Avenue S.W.
                Calgary, Alberta
                T2P 2P9
                Attention: T.J. Owen, President
11.4     Time shall be of the essence.
   19
                                     - 19 -
11.5     No amendment or variation of this Agreement shall be of any force or
         effect unless the same be reduced to writing and duly executed by all
         parties hereto.
11.6     Each of the parties shall at any time, and from time to time
         hereafter, take any and all steps, and execute, acknowledge and
         deliver to the other party, any and all further instruments and
         assurances that the other party may reasonably require for the purpose
         of giving full force and effect to the provisions of this Agreement.
11.7     Neither party may assign in whole or in part any of its interest,
         rights or obligations hereunder without the prior written agreement of
         the other party hereto except as expressly provided herein.
11.8     This Agreement may be executed in counterparts, each of which when so
         executed shall be deemed to be an original, and such counterparts
         together shall constitute one and the same instrument, which shall be
         sufficiently evidenced by such original counterparts.
EXECUTED AND DELIVERED.
                                       PIONEER NATURAL 
                                       RESOURCES (CANADA) LTD.
                                       By: /s/ STEPHEN R. PETTY   
                                          ---------------------------------
                                       TRIMAC CORPORATION
                                       By: /s/ ROBERT J. KENNEDY
                                               TERRY J. OWEN
                                          ---------------------------------
                                       761795 ALBERTA LTD.
                                       By: /s/ ROBERT J. KENNEDY
                                               TERRY J. OWEN
                                          ---------------------------------
   1
                                                                   EXHIBIT 99.2
                            SHARE PURCHASE AGREEMENT
                               February 13, 2022
BETWEEN
                 PIONEER NATURAL RESOURCES (CANADA) LTD., a body corporate
                 continued under the laws of Alberta ("PURCHASER")
                                      AND
                 398215 ALBERTA LTD., a body corporate incorporated under the
                 laws of the Province of Alberta ("398215")
                                      AND
                 GUY J. TURCOTTE, an individual resident in the Province of
                 Alberta ("TURCOTTE")
RECITALS
A.       398215 is the legal and beneficial holder of all outstanding shares of
         760551 Alberta Ltd. ("Newco"), and Turcotte is the legal and
         beneficial holder of certain debt of Newco in the principal amount of
         $3,781,300 ("Newco Debt");
B.       The Purchaser desires to purchase and the Vendors desire to sell the
         Newco Shares and Newco Debt on the terms set out in this Agreement;
C.       The only asset of Newco is a total of 581,064 Exchangeable Shares in
         the capital of the Purchaser.
THE PARTIES AGREE AS FOLLOWS.
                                   ARTICLE 1
                                 INTERPRETATION
1.1      In this Agreement, including the premises hereto and this section,
         unless the context otherwise requires, the following terms shall have
         the following respective meanings:
         "AGREEMENT" means this Agreement and any schedules attached hereto and
         any amendments hereof;
   2
                                    - 2 -
        "ARRANGEMENT SHARES" means the 581,064 Exchangeable Shares held by
         Newco;
         "CLOSING" means the completion of the transactions contemplated by the
         Agreement;
         "CLOSING DATE" means February 13, 2022 or such other date as the
         parties hereto may agree;
         "CLOSING TIME" means 2:00 p.m., Calgary Time, or such other time as
         the parties hereto may agree, on the Closing Date;
         "NEW EXCHANGEABLE SHARES" means the Exchangeable Shares to be issued
         to the Vendors pursuant to this Agreement;
         "NEWCO" means 760551 Alberta Ltd., an Alberta corporation;
         "NEWCO DEBT" means $3,781,300 principal amount of debt owing by Newco
         to Turcotte;
         "NEWCO SHARES" means 1,100 Newco Class A Common Shares;
         "PURCHASER TAX COST" means any liability for any Tax which (i) is
         suffered or incurred, directly or indirectly, by Purchaser, and (ii)
         would not have been so suffered or incurred had the transactions
         contemplated by this Agreement not taken place or had the Arrangement
         Shares not been cancelled in connection with the winding up or
         dissolution of Newco. For purposes of the foregoing, a Tax shall be
         considered to be suffered or incurred by Purchaser indirectly if such
         Tax is suffered or incurred by any person related to Purchaser within
         the meaning of Section 954(d)(3) of the United States Internal Revenue
         Code of 1986, as amended, assuming for such purpose that Purchaser is
         a "controlled foreign corporation" within the meaning of Section 957
         of said Code.
         "TAX" means (i) any Canadian domestic, United States or other foreign
         net income, alternative or add-on minimum, gross income, gross
         receipts, sales, use, ad valorem, value added, transfer, franchise,
         profits, license, withholding, payroll, employment, excise,
         production, severance, stamp, occupation, premium, property,
         environment, or windfall profit tax, custom, duty or other tax,
         governmental fee or other like assessment or charge of any kind
         whatsoever, together with any interest and/or any penalty, addition to
         tax or additional amount imposed by any taxing authority, and (ii) any
         liability of a person for the payment of any amounts of the type
         described in
   3
                                     - 3 -
         clause (i) as a result of being a member of an affiliated or
         consolidated group or arrangement whereby liability of such person for
         the payment of such amounts was determined or taken into account with
         reference to the liability of any other person for any period.
         "VENDORS" means collectively, 398215 and Turcotte.
1.2      Headings of the articles or sections hereof are inserted for
         convenience of reference only and shall not affect the construction or
         interpretation of this Agreement.
1.3      In this Agreement, words importing the singular number only shall
         include the plural and vice versa, and words importing the masculine
         gender shall include the feminine and neuter gender, and words
         importing persons shall include provincial or federal companies,
         corporations, partnerships, syndicates, trusts and any number or
         aggregate of persons, all as the context may require.
1.4      All dollar amounts in this Agreement are expressed in Canadian
         dollars.
1.5      This Agreement and all amendments, modifications, alterations or
         supplements thereto shall, in all respects, be subject to and
         interpreted, construed and enforced in accordance with the laws of the
         Province of Alberta. Each party hereto submits to and accepts the
         jurisdiction of the Courts of the Province of Alberta for all purposes
         hereof.
                                   ARTICLE 2
                                 SALE OF SHARES
2.1      Subject to the terms and conditions of this Agreement, the Vendors
         agree to sell, assign, transfer and convey to the Purchaser and the
         Purchaser agrees to purchase from the Vendors, on the Closing Date,
         the Newco Shares and Newco Debt.
                                   ARTICLE 3
                                 PURCHASE PRICE
3.1      In consideration for the Newco Shares and Newco Debt, the Purchaser
         shall issue to the Vendors an aggregate of 581,064 New Exchangeable
         Shares. The purchase consideration shall be allocated between the
         Vendors as follows:
   4
                                     - 4 -
                 398215     462,898 New Exchangeable Shares
                 Turcotte   118,166 New Exchangeable Shares
                                   ARTICLE 4
                    VENDOR'S REPRESENTATIONS AND WARRANTIES
4.1      Each of the Vendors jointly and severally represents and warrants to
         the Purchaser as follows effective on the date hereof and at the
         Closing Date:
         (a)     Newco is a corporation duly incorporated and subsisting under
                 the laws of the Province of Alberta and has all requisite
                 corporate power and authority to own the Arrangement Shares.
         (b)     The authorized and issued share capital of Newco consists of:
                   (i)    an unlimited number of Class A Common Shares of which
                          1,100 are issued and outstanding as fully paid and
                          non-assessable shares; and
                  (ii)    an unlimited number of Class B Common Shares, none of
                          which have been issued;
                 (iii)    an unlimited number of Class A Preferred Shares none
                          of which have been issued;
         (c)     398215 is the holder of record and the beneficial owner of the
                 Newco Shares and Turcotte is the holder of record and
                 beneficial owner of the Newco Debt, which collectively
                 represent all of the issued and outstanding shares in the
                 capital of Newco and outstanding debt of Newco and the Vendors
                 are and on the Closing Date will be the owner of all such
                 Newco Shares and Newco Debt with good and marketable title
                 thereto free and clear of any option, security interest, lien,
                 charge, encumbrance, hypothecation, claim or right of others
                 (other than the rights of the Purchaser hereunder).
         (d)     Each of the Vendors has the legal right, power and authority
                 to sell, assign and transfer the Newco Shares and Newco Debt
                 being sold by it hereunder free and clear of any option,
                 security interest, lien, charge, encumbrance, hypothecation,
                 claim or right of others (other than the rights of the
                 Purchaser hereunder).
   5
                                     - 5 -
         (e)     There are no outstanding agreements, options, warrants, rights
                 of conversion or other rights pursuant to which Newco is or
                 may become obligated to issue any shares, or securities
                 convertible or exchangeable into shares, and there are no
                 outstanding obligations, understandings or commitments of
                 Newco to repurchase, redeem or otherwise acquire any
                 outstanding shares of its capital or restricting its ability
                 to issue shares.
         (f)     Newco is the beneficial owner of the Arrangement Shares, free
                 and clear of any option, security interest, lien, charge,
                 encumbrance, claim or right of others.
         (g)     Effective on the Closing Date, Newco will have no liabilities,
                 (whether actual, accrued, potential, contingent or otherwise)
                 other than the Newco Debt.
         (h)     From the date of its incorporation until the Closing Date
                 Newco has not carried on any business or owned any assets,
                 other than the Arrangement Shares and common shares of Chauvco
                 Resources International Ltd.
         (i)     The corporate records and minute books of Newco are complete
                 and accurate in all material aspects.
         (j)     398215 is a corporation validly subsisting under the laws of
                 the Province of Alberta, with the requisite corporate power
                 and authority to enter into and perform all of its obligations
                 under this Agreement and the execution, delivery and
                 performance of this Agreement and the transactions
                 contemplated hereby have been duly and validly authorized by
                 all requisite corporate action on the part of 398215.
         (k)     The entering into of this Agreement by 398215 and Turcotte and
                 the completion of the transactions contemplated hereby will
                 not result in the violation of any of the terms and provisions
                 of the constating documents or by-laws of 398215 or Newco or
                 of any indenture or other agreement to which Turcotte, 398215
                 or Newco is a party.
         (l)     The entering into this Agreement by the Vendors and the
                 completion of the transactions contemplated hereby will not
                 result in the violation of any law or regulation of Canada or
                 of the Province of Alberta.
   6
                                     - 6 -
         (m)     This Agreement has been duly executed and delivered by the
                 Vendors and is a valid and binding obligation of each of the
                 Vendors enforceable against them in accordance with its terms.
         (n)     There is no action, suit, litigation, arbitration proceeding
                 or governmental proceeding including appeals and applications
                 for review, in which Newco is a party, either as plaintiff,
                 defendant, applicant, respondent or any other capacity
                 whatsoever. There are no outstanding orders of any court,
                 governmental agency or instrumentality, to which Newco, 398215
                 or Turcotte is subject affecting, in any material respect, the
                 business, prospects, properties or condition (financial or
                 otherwise) of Newco or the ability of the Vendors to
                 consummate the transactions contemplated hereby.
         (o)     Each of the Vendors is not a non-resident of Canada within the
                 meaning of the Income Tax Act (Canada).  398215 is not a
                 corporation incorporated under the laws of the United States.
         (p)     The only individuals who have been directors or officers of
                 Newco are Daryl Refuik and Guy Turcotte.  Newco does not have
                 and has never had any employees.
         (q)     Newco is not a partner, co-tenant, joint venturer or otherwise
                 a participant in any partnership, joint venture, co-tenancy or
                 other similar jointly owned business.
         (r)     Neither the Vendors nor Newco have previously granted or
                 agreed to grant any proxy in respect of the Arrangement Shares
                 or entered into any voting trust, vote pooling or other
                 agreement in respect of the Arrangement Shares or any rights
                 attaching thereto.
         (s)     Except as are released prior to Closing, Newco is not a party
                 to nor bound or affected by any agreements, commitments or
                 understandings of any nature whatsoever, written or oral
                 except for this Agreement. Except as are released prior to
                 Closing, Newco is not a party to nor bound by any agreement of
                 guarantee, indemnification, assumption or endorsement or any
                 other like commitment of the obligations, liabilities
                 (contingent or otherwise) or indebtedness of any other person,
                 firm or corporation.
         (t)     Neither 398215 nor Turcotte is an underwriter, dealer or other
                 person who participates, pursuant to a contractual
                 arrangement, in the distribution of the New Exchangeable
                 Shares sold in reliance on
   7
                                     - 7 -
                 Regulation S ("Regulation S") of the United States Securities
                 Act of 1993 (the "Act").
         (u)     Neither 398215 nor Turcotte is acquiring the New Exchangeable
                 Shares for the account or benefit of:
            (i)    any natural person resident in the United States;
           (ii)    any partnership or corporation organized or
                   incorporated under the laws of the United Sates;
          (iii)    any estate of which any executor or administrator is
                   a U.S. person;
            (v)    any trust of which any trustee is a U.S. person;
           (vi)    any agency or branch of a foreign entity located in
                   the United States;
          (vii)    any non-discretionary account or similar account
                   (other than an estate or trust) held by a dealer or
                   other fiduciary for the benefit or account of a U.S.
                   person;
         (viii)    any discretionary account or similar account (other
                   than an estate or trust) held by a dealer or other
                   fiduciary organized, incorporated or (if an
                   individual) resident in the United States; and
           (ix)    any partnership or corporation if:
                          (A)     organized or incorporated under the laws of 
                                  any foreign jurisdiction; and
                          (B)     formed by a U.S. person principally for the
                                  purpose of investing in securities not
                                  registered under the Act, unless it is
                                  organized or incorporated, and owned, by
                                  accredited investors (as defined in Rule
                                  501(a) under the Act) who are not natural
                                  persons, estates or trusts.
         (v)     None of the foregoing representations and statements of fact
                 contains any untrue statement of material fact or omits to
                 state any material fact necessary to make any such statement
                 or representation not misleading to a prospective purchaser of
                 the Arrangement Shares
   8
                                     - 8 -
                 seeking full information as to Newco, its respective
                 properties, businesses and affairs.
4.2      The Vendors acknowledge that the certificates representing the New
         Exchangeable Shares will bear a legend in substantially the following
         form:
                 THE SECURITIES EVIDENCED BY THIS CERTIFICATE (OR ITS
                 PREDECESSOR) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
                 FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
                 1933 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD,
                 PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO,
                 OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.  PERSON EXCEPT
                 PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
                 REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE
                 SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN THEM
                 IN REGULATION S UNDER THE SECURITIES ACT.
                 PURSUANT TO THAT CERTAIN SHARE PURCHASE AGREEMENT DATED
                 February 13, 2022 BETWEEN THE HOLDER OF THIS CERTIFICATE AND
                 PIONEER NATURAL RESOURCES (CANADA) LTD., THE HOLDER OF THIS
                 CERTIFICATE HAS AGREED THAT IT WILL NOT VOLUNTARILY OFFER,
                 SELL, PLEDGE (WITH CERTAIN EXCEPTIONS), TRANSFER, ASSIGN OR
                 OTHERWISE DISPOSE OF THE SECURITIES REPRESENTED BY THIS
                 CERTIFICATE; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL
                 LIMIT SUCH HOLDER'S RIGHT TO RECEIVE SHARES OF COMMON STOCK,
                 PAR VALUE $.01 PER SHARE, OF PIONEER NATURAL RESOURCES COMPANY
                 PURSUANT TO THE PROVISIONS OF THE EXCHANGEABLE SHARES AND
                 RELATED ARRANGEMENTS.
   9
                                     - 9 -
4.3      The Vendors agree that the issuance by Pioneer Canada of New
         Exchangeable Shares is exempt from registration under the United
         States Securities Act of 1933 (the "Act") pursuant to Regulation S
         ("Regulation S") of the Act.
4.4      The Vendors agree that they will not voluntarily offer, sell, pledge,
         transfer, assign or otherwise dispose of the New Exchangeable Shares;
         provided, however, that nothing herein shall limit a Vendor's right to
         receive shares of common stock, par value $.01 per share, of Pioneer
         Natural Resources Company ("Pioneer Common Stock") pursuant to the
         provisions of the New Exchangeable Shares and related arrangements or
         pledging or depositing the New Exchangeable Shares with a Pledgee or
         other recipient of the New Exchangeable Shares who is bound by the same
         restrictions imposed on the Vendors pursuant to this Section 4.4.
4.5      398215 agrees to comply with the terms of that certain Shareholders
         Agreement (the "Shareholders Agreement"), dated as of September 3,
         1997 between Pioneer Natural Resources Company, and Turcotte as if
         398215 had entered into such agreement. With respect to both Turcotte
         and 398215, to the extent that there is any inconsistency between the
         Shareholders Agreement and this Agreement, the terms of this Agreement
         shall supersede the terms of the Shareholders Agreement
                                   ARTICLE 5
             PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1      The Purchaser represents and warrants to the Vendor that effective on
         the date hereof and at the Closing Date:
         (a)     The Purchaser is a corporation duly continued and subsisting
                 under the laws of the Province of Alberta, and has all
                 requisite corporate power and authority to enter into and
                 perform all of its obligations under this Agreement.
         (b)     This Agreement has been duly executed and delivered by the
                 Purchaser, and the provisions hereof constitute legal, valid
                 and binding obligations of the Purchaser enforceable against
                 it in accordance with their terms.
         (c)     The execution, delivery and performance of this Agreement and
                 the transactions contemplated hereby including the issue of
                 the New Exchangeable Shares have been duly and validly
                 authorized by all
   10
                                     - 10 -
                 requisite action on the part of the Purchaser and the New
                 Exchangeable Shares, when issued pursuant to the terms hereof,
                 will have been validly issued as fully-paid and
                 non-assessable.
         (d)     The consummation of the transactions contemplated herein will
                 not violate, nor be in conflict with, any provision of the
                 Purchaser's constating documents or bylaws or any agreement by
                 which it is bound.
5.2      (a)     Purchaser agrees that 398215 shall prepare and file all tax
                 returns, elections or forms which Newco is required to file
                 relating to transactions or events or other matters occurring
                 at or before the Closing Time or in respect of fiscal periods
                 ending at or prior to the Closing Date. The Purchaser shall
                 cause Newco to provide all necessary powers of attorney,
                 information and access to books and records to enable 398215
                 to prepare and file the returns, elections and forms referred
                 to above. 398215 shall prepare all necessary powers of
                 attorney.
         (b)     Form T2057 has been executed to make an election pursuant to
                 Subsection 85(1) of the Income Tax Act (Canada) (the "Act") in
                 respect of the acquisition by Newco of shares of Chauvco
                 Resources Ltd., in the form attached as Schedule "A" hereto.
                 The Purchaser agrees that the Form T2057 shall be filed by
                 398215 with Revenue Canada.
         (c)     The Purchaser agrees with 398215 that a Form T2057 will be
                 executed by them and filed to make an election pursuant to
                 Subsection 85(1) of the Act in respect of the acquisition by
                 the Purchaser of the Chauvco Resources Ltd. shares from Newco
                 pursuant to the Plan of Arrangement implemented on December
                 18, 1997, which shall contain the information and be in the
                 form attached as Schedule "B" hereto. The Purchaser agrees
                 that the Form T2057 shall be filed by 398215 on behalf of
                 Newco with Revenue Canada.
         (d)     The Purchaser agrees with 398215 that a Form T2057 will be
                 executed by them and filed to make an election pursuant to
                 Subsection 85(1) of the Act in respect of the acquisition by
                 the Purchaser of the Newco Shares, which shall contain the
                 information and be in the form attached as Schedule "C"
                 hereto.  The Purchaser
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                 agrees that the Form T2057 shall be filed by 398215 with 
                 Revenue Canada.
         (f)     At the Closing Time the Purchaser shall deliver to the Vendors
                 Forms T2057 in the form attached as Schedules "B" and "C",
                 each duly executed by the Purchaser.
                                   ARTICLE 6
                                    SURVIVAL
6.1      The representations and warranties of the Purchaser and the Vendors
         shall survive the execution of this Agreement and consummation of the
         transactions described herein and shall continue to remain in full
         force and effect. The Covenants of the Purchaser and Vendors shall
         survive the execution of this Agreement and the consummation of the
         transactions described herein and shall continue and remain in full
         force and effect until 398215 and Turcotte no longer own any New
         Exchangeable Shares or shares of common stock of Pioneer Natural
         Resources Company, into which such New Exchangeable Shares have been
         exchanged.
6.2      The Purchaser shall provide 398215 with reasonable access to the books
         and records of Newco following the Closing Date and shall preserve
         such books and records for a period of seven (7) years from the
         Closing Date.
                                   ARTICLE 7
                                INDEMNIFICATION
7.1      Each of the Vendors jointly and severally covenants and agrees with
         the Purchaser to pay, satisfy, discharge, observe, perform, fulfill,
         indemnify and save harmless the Purchaser, on an after tax basis, from
         and against each of the following (a "Claim"):
         (a)     any claim, demand, action, cause of action, demand, loss,
                 cost, liability or expense (including without limitation,
                 reasonable professional fees and all costs incurred in
                 investigating or pursuing any of the foregoing or any
                 proceeding relating to the foregoing) which may be made or
                 brought against the Purchaser or which it may suffer or incur
                 as a result of or in connection with any non-fulfillment of
                 any covenant or agreement on the part of either of the
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                                     - 12 -
                 Vendors under, or any incorrectness in or breach of any
                 representation or warranty of either of the Vendors in, this
                 Agreement, and
         (b)     any liabilities, duties or obligations of Newco arising as a
                 result of or in connection with transactions or events which
                 occurred prior to the Closing Date, including, without
                 limitation:
                   (i)    all debts, obligations, liabilities (including
                          continent liabilities), leases, contracts,
                          commitments or engagements whatsoever,
                  (ii)    all liabilities in respect of income, capital and
                          other taxes and governmental charges and assessments,
                          and
                 (iii)    reasonable professional fees and all costs incurred
                          in investigating or pursuing any of the foregoing or
                          any proceeding relating to the foregoing, and
         (c)     any Purchaser Tax Cost, and all reasonable professional fees
                 and costs incurred in investigating, pursuing or defending
                 against any Purchaser Tax Cost or any proceeding relating
                 thereto.
7.2      NOTICE OF CLAIM OR COMMENCEMENT OF PROCEEDING  Promptly   after
         receipt by the Purchaser of notice of a Claim or the commencement of
         any action, suit or proceeding in respect thereof and any appeal
         therefrom ("Proceeding") against which it believes it is indemnified
         under this Agreement, the Purchaser shall, if a claim in respect
         thereto is to be made against a party under an obligation to indemnify
         the Purchaser (the "Indemnifying Party") under this Agreement, notify
         the Indemnifying Party in writing of such Claim or Proceeding,
         provided, however, that the omission so to notify the Indemnifying
         Party shall not relieve it from any liability which it may have to the
         Purchaser to the extent that the Indemnifying Party is not prejudiced
         by such omission.
7.3      DEFENSE OF CLAIMS.
         (a)     The Indemnifying Party shall, within 30 days after receipt of
                 a notice of Claim or Proceeding given pursuant to Section 7.2,
                 either (1) acknowledge liability, as between the Indemnifying
                 Party and the Purchaser, for such Claim or the amount in
                 controversy in such Proceeding and pay the Purchaser the
                 amount of such Claim or the amount in controversy in such
                 Proceeding in cash or other
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                                     - 13 -
                 immediately available funds (or establish by agreement with
                 the Purchaser an alternative payment schedule), (2)
                 acknowledge liability, as between the Indemnifying Party and
                 the Purchaser, for such Claim or the amount in controversy in
                 such Proceeding, disavow the validity of the Claim or
                 Proceeding or the amount thereof and, to the extent set forth
                 in Section 7.3(b), assume the legal defense thereof, or (3)
                 object (or reserve the right to object until additional
                 information is obtained) to the claim for indemnification or
                 the amount thereof, setting forth the grounds therefor in
                 reasonable detail; provided that, if the Indemnifying Party
                 objects (or reserves its right to object) within such 30-day
                 period as provided in this Section 7.3, then the Purchaser may
                 bring suit (in the same Proceeding or otherwise) to resolve
                 the dispute and, pending final resolution of such dispute, the
                 Purchaser may proceed as though the Indemnifying Party had
                 responded in accordance with clause (1) above. If the
                 Indemnifying Party does not respond to the Purchaser as
                 provided in this Section 7.3 within such 30-day period, the
                 Indemnifying Party shall be deemed to have acknowledged its
                 liability for such indemnification claim in accordance with
                 clause (1) above and the Purchaser may exercise any and all of
                 its rights under applicable law to collect such amount.
         (b)     If any such Proceeding shall be brought against the Purchaser
                 and it shall notify the Indemnifying Party thereof in
                 accordance with Section 7.2, the Indemnifying Party shall, if
                 it shall have responded to such notice in accordance with
                 clause (a)(2) above, be entitled (1) in the case of a Claim in
                 respect of a Purchaser Tax Cost arising out of a proceeding
                 involving other issues for which Purchaser is not indemnified
                 hereunder, to elect to participate (directly or through
                 counsel reasonably satisfactory to Purchaser) in the portion
                 of the Proceedings related to the issue constituting the
                 Purchaser Tax Cost, subject to the control of Purchaser over
                 such Proceeding, or (2) in all other cases, to elect to assume
                 the legal defense thereof with counsel reasonably satisfactory
                 to the Purchaser. After notice from the Indemnifying Party to
                 the Purchaser of its election to assume the defense of such
                 claim or such action described in clause (2) hereof, the
                 Indemnifying Party shall not be liable to the Purchaser under
                 this Article for any attorney's fees or other expenses (except
                 reasonable costs of investigation) subsequently incurred by
                 the Purchaser in connection with the defense thereof. In all
                 other cases described in clause (a)(2), the Purchaser may
                 require the Indemnifying Party to
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                                     - 14 -
                 reimburse it on a current basis for its reasonable expenses of
                 investigation, reasonable attorneys' and accountants' fees and
                 expenses and reasonable out-of-pocket expenses incurred in the
                 defense thereof and the Indemnifying Party shall be bound by
                 the result obtained with respect thereto by the Purchaser.
         (c)     An Indemnifying Party will not, without prior written consent
                 of the Purchaser (which consent shall not be unreasonably
                 withheld), settle or compromise or consent to the entry of any
                 judgment with respect to any pending or threatened Claim or
                 Proceeding in respect of which indemnification or contribution
                 may be sought hereunder (whether or not the Purchaser is an
                 actual or potential party to such Claim or Proceeding) unless
                 such settlement, compromise or consent includes an
                 unconditional release of the Purchaser from all liability
                 arising out of such Claim or Proceeding. If the Indemnifying
                 Party has responded to the Purchaser pursuant to clause (a)(1)
                 above (not including a deemed response under the proviso
                 contained in 7.3(a)(3)), the Purchaser may settle or
                 compromise or consent to the entry of any judgment with
                 respect to the Claim or Proceeding that was the subject of
                 notice to the Indemnifying Party pursuant to this Article
                 without the consent of the Indemnifying Party. The Purchaser
                 will not otherwise, without the prior written consent of the
                 Indemnifying Party (which consent shall not be unreasonably
                 withheld), settle or compromise or consent to the entry of any
                 judgment with respect to any pending or threatened Claim or
                 Proceeding, but, if such Claim or Proceeding is settled or
                 compromised or if there is entered any judgment with respect
                 to any such Claim or Proceeding, in either case with the
                 consent of the Indemnifying Party, or if there be a final
                 judgment of the plaintiff in any such Claim or Proceeding, the
                 Indemnifying Party agrees to indemnify and hold harmless the
                 Purchaser from and against any loss or liability by reason of
                 such settlement, compromise or judgment.
7.4      REFUND OF AMOUNTS
         If any person becomes entitled to a refund (whether by payment,
         credit, offset or otherwise) of all or a portion of any amount
         relating to a Claim or Proceeding for which an Indemnifying Party has,
         by payment, indemnified the Purchaser, then an amount equal to the
         refund, together with any interest received on such refund (net of any
         Tax payable on such interest), shall be paid by the Purchaser to the
         Indemnifying Party promptly after receipt of
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                                     - 15 -
         payment of the refund or notice from the relevant governmental
         authority of such credit, offset or other refund mechanism, as the
         case may be.
7.5      LIMITATION OF INDEMNITY
         The joint and several indemnity of the Vendors in respect of any
         Purchaser Tax Cost shall be limited to the proportion of such
         Purchaser Tax Cost that the number of New Exchangeable Shares issued
         hereunder is to the total number of New Exchangeable Shares issued
         pursuant to this Agreement and the similar agreement entered into as
         of the date hereof with Trimac Corporation and 761795 Alberta Ltd.
         Notwithstanding anything contained in this Article 7, the joint and
         several indemnity of the Vendors in respect of any Purchaser Tax Cost
         arising under any legislation or regulation of a jurisdiction other
         than Canada or a province or territory thereof, shall not exceed the
         sum of $1,887,243 million United States dollars. 
                                   ARTICLE 8
                                    EXPENSES
8.1      The Vendors jointly and severally agree to reimburse the Purchaser for
         all out of pocket expenses incurred by the Purchaser (including fees
         and disbursements of counsel and all tax advisors) in connection with
         the transaction contemplated herein including without limitation in
         connection with the preparation, execution and performance of this
         Agreement within 10 business days after receipt of a written invoice
         with respect thereto.  In respect of expenses which relate to this
         Agreement and to other similar agreements entered into with respect to
         other holders of Exchangeable Shares, the Vendors shall reimburse
         Purchaser in the proportion which the number of New Exchangeable
         Shares issued hereunder is to the total number of New Exchangeable
         Shares issued pursuant to all such similar agreements.
                                   ARTICLE 9
                                    CLOSING
9.1      Closing shall take place at the Closing Time on the Closing Date at
         the offices of MacKimmie Matthews, 700, 401 - 9th Avenue S.W.,
         Calgary, Alberta, or at such other place as the parties hereto may
         agree upon.
9.2      At Closing, the Vendors shall deliver to the Purchaser:
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                                     - 16 -
         (a)     a certified copy of the resolution of the directors of Newco
                 approving the transfer of the Newco Shares;
         (b)     certificates for the Newco Shares duly endorsed in blank for
                 transfer;
         (c)     Newco promissory note evidencing the Newco Debt endorsed for
                 payment to the Purchaser;
         (d)     written resignations from all directors and officers of 
                 Newco; and
         (e)     a certificate, dated as of the Closing Date, executed by each
                 of the Vendors, to the effect that the representations and
                 warranties made in Section 4.1 are true and correct in all
                 material respects at and as of the Closing Date and that
                 Vendors have complied with all Agreements herein required to
                 be complied with at and as of the Closing Date.
9.3      At the Closing Time on the Closing Date, the Purchaser shall deliver
         to the Vendors certificates representing the New Exchangeable Shares.
                                   ARTICLE 10
                               CLOSING CONDITIONS
10.1     The obligation of the Purchaser to complete the purchase of the Newco
         Shares is subject to the conditions precedent that:
         (a)     the Vendors shall have performed or complied in all material
                 respects with each of the terms, covenants and conditions of
                 this Agreement to be performed or complied with by the Vendors
                 at or prior to the Closing Date:
         (b)     the approval of the Toronto Stock Exchange and all other
                 necessary regulatory approvals for the completion of the
                 transaction shall have been obtained; and
         (c)     the registration statement on Form S-3 registering the shares
                 of Pioneer Common Stock underlying the New Exchangeable Shares
                 shall have been declared effective by the United States
                 Securities and Exchange Commission.
         The condition in the Section 10.1 are for the sole benefit of the
         Purchaser and may be waived, in whole or in part, by written notice to
         the Vendors.
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                                     - 17 -
10.2     The obligation of the Vendors to complete the sale of the Newco Shares
         is subject to the condition precedent that the Purchaser shall have
         performed or complied in all material respects with each of the terms,
         covenants and conditions of this Agreement to be performed or complied
         with by Purchaser at or prior to the Closing Date, which condition is
         for the sole benefit of the Vendors and may be waived, in whole or in
         part, by written notice to the Purchaser.
10.3     Purchaser shall cause its counsel to apply for all required regulatory
         approvals.
                                   ARTICLE 11
                                 MISCELLANEOUS
11.1     This Agreement shall enure to the benefit of and be binding upon the
         parties hereto and their respective successors and permitted assigns.
11.2     All obligations of the Vendors hereunder shall be joint and several.
11.3     Any direction, notice, request, delivery or demand hereunder shall be
         in writing, shall be hand delivered or telecopied and shall be deemed
         to have been received on the date of delivery. Either party may change
         its address by notice given in the manner aforesaid.
         (a)     if to the Purchaser, addressed to:
                 Pioneer Natural Resources (Canada) Ltd.
                 c/o Pioneer Natural Resources Company
                 1400 Williams Square West
                 5205 - N O'Connor Blvd.
                 Irving, Texas
                 75039-3746
                 Attention:  General Counsel
         (b)     if to 398215, addressed to:
                 c/o Fort Chicago Energy Partners L.P.
                 Suite 975, McDougall Place
                 808 - 4th Avenue S.W.
                 Calgary, Alberta  T2P 3E8
                 Attention:  Guy J. Turcotte
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                                     - 18 -
         (c)     if to Turcotte
                 c/o Fort Chicago Energy Partners L.P.
                 Suite 975, McDougall Place
                 808 - 4th Avenue S.W.
                 Calgary, Alberta  T2P 3E8
                 Attention:  Guy J. Turcotte
11.4     Time shall be of the essence.
11.5     No amendment or variation of this Agreement shall be of any force or
         effect unless the same be reduced to writing and duly executed by all
         parties hereto.
11.6     Each of the parties shall at any time, and from time to time
         hereafter, take any and all steps, and execute, acknowledge and
         deliver to the other party, any and all further instruments and
         assurances that the other party may reasonably require for the purpose
         of giving full force and effect to the provisions of this Agreement.
11.7     Neither party may assign in whole or in part any of its interest,
         rights or obligations hereunder without the prior written agreement of
         the other party hereto except as expressly provided herein.
11.8     This Agreement may be executed in counterparts, each of which when so
         executed shall be deemed to be an original, and such counterparts
         together shall constitute one and the same instrument, which shall be
         sufficiently evidenced by such original counterparts.
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                                     - 19 -
EXECUTED AND DELIVERED.
                                       PIONEER NATURAL RESOURCES (CANADA) LTD.
                                       By: /s/ STEPHEN R. PETTY               
                                          ------------------------------------
                                       398215 ALBERTA LTD.
                                       By: /s/ GUY J. TURCOTTE                
                                          ------------------------------------
                                       GUY J. TURCOTTE
                                       By: /s/ GUY J. TURCOTTE                
                                          ------------------------------------

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