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## NEW OROPERU RESOURCES INC. 

## Notes to Consolidated Financial Statements 

(Expressed in US dollars) 

Years ended December 31, 2012 and 2011 

## 6. SHARE CAPITAL 

## a) Authorized 

Unlimited number of common shares without par value 

## b) Stock Options 

The Company has a stock option plan that authorizes the Board of Directors to grant options for the purchase of up to 3,279,663 common shares pursuant to a 20% fixed stock option plan . Options granted under the plan vest according to the terms and conditions by the compensation committee of the Company, subject also to regulatory vesting requirements where applicable in the case of investor relations options. All of the Company’s currently outstanding options were issued with vesting periods ranging fromzero to eighteenmonths from the date ofissue. 

Stock options to purchase common shares have been granted to directors, employees and consultants at exercise prices determined by reference to the market value on the date of grant. 

On October 26, 2012, the Company granted an aggregate of 2,000,000 incentive stock options to directors, officers and employees of the Company, for the purchase up to an aggregate 2,000,000 common shares of the Company at an exercise price of $0 .50 per share for a period of five years, subject to regulatory and disinterested shareholder approval. As at the report date, the Company has yet to receive disinterested shareholder approval. 

A summary of thestatus ofthe Company’s stock options at December 31, 2012and 2011 and changes during the yearsis as follows: 

<img src='content_image/135399.jpg'>

Stock options outstandingand exercisable as at December 31, 2012 are as follows: 

<img src='content_image/135400.jpg'>

