## MANAGEMENT DISCUSSION & ANALYSIS 

For the yearended December31, 2012 

(Expressed in US dollars) 

## NEW OROPERU RESOURCES INC. 

The auditors are appointed annually by the shareholders to conduct an audit of the consolidatedfinancial statements in accordance with generally accepted aud iting standards. The external auditors have complete access to the Audit Committee to discuss the audit, financial reporting and related matters resulting from the annual audit as well as assist the members of the Audit Committee in discharging their corporate governance responsibilities. 

## FORWARD–LOOKING STATEMENTS 

Some of the statements in this document constitute “forward looking statements”. Where New Oroperu expresses an expectation or belief as to future events or results, including management plans and objectives, and projections of exploration results, such expectation or belief is expressed in good faith and is believed to have a reasonable basis. The Company makes no representation that reasonable business people in possession of the same informa tion would reach the same conclusions. While these statements represent our best current judgment, they are subject to risks and uncertainties that could cause actual results to vary, the specifics of which are detailed in disclosures with the heading “Risk Factors” in the Company’s periodic filings with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward -looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward -looking statements will prove to be accurate, as actual results and future events could differ ma terially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward -looking statements. Forward -looking statements in this MD&A are made as of the date of this MD&A or, in the case of documents incorporated b y reference herein, as of the date of such documents, and New Oroperu does not assume the obligation to update any forward looking statement. 

## Other 

Additional information about the Company may be found on the SEDAR website at www.sedar.com. 

