## MANAGEMENT DISCUSSION & ANALYSIS 

For the yearended December31, 2012 

(Expressed in US dollars) 

## General 

The information in this Management’s Discussion and Analysis, or MD&A, is intended to assist the reader in the understanding and assessment of the trends and significant changes in the results of operations and financial conditions ofNew Oroperu Resources Inc. (the “Company” or “New Oroperu”). This MD&A should be read in conjunction with the audited consolidated financial statements of the Company, including the notes thereto, for theyears ended December 31, 2012 and 2011, and other information relating to the Company on file with the Canadian provincial securities regulatory authorities on SEDAR at www.sedar.com. The Company’s annual audited consolidated financial statements for the year s ended December 31, 2012 and 2011 have been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A has taken into account information available up to and including  April 23, 2013. 

New Oroperu is an exploration stage company engaged in the identificati on, evaluation, acquisition and exploration primarily of gold properties in  Peru. The Company is a reporting issue r in British Columbia, Alberta and Ontario and trades on the TSX Venture Exchange under the symbol ORO. 

This MD&A contains forward -looking statements. Please refer to the cautionary language at the end of this document. 

## Company Overview 

New Oroperu owns a 100% interest in its Tres Cruces project subject to a 1/ ½ royalty. It is held in its 100% owned Peruvian subsidiary, Aurifera Tres Cruces S.A. (“Aurifera”). 

In October 2012, the Company announced of a NI 43 -101 technical report which updated the mineral resource estimate on Oroperu’s Tres Cruces property in Peru. This estimate isfor 2.6 million oz. of gold in the measured and indicated category at a 0.6 g/tgold cut-off (see news release dated October 16, 2012). A complete copy of the NI 43 -101 report is available at www.sedar.comor through the Company’s website at www.oroperu.com. 

This estimate is based on 359 drill holes and near ly 74,000 meters of drilling. It represents a substantial increase from the earlier historical resource  estimate of 1.7 million oz of gold. There is also an inferred resource in areas immediately adjacent to the deposit and at depth which may be converte d to a higher category with additional drilling. The gold mineralized system is open to depth with some drill holes bottoming in mineralization. Exploration is warranted to further define the full extent of mineralization. The Tres Cruces project is curr ently being further explored under the terms of an option agreement with Minera Barrick Misquichilca S.A. (“Barrick”), the operating Peruvian subsidiary of Barrick Gold Corporation. Barrick may earn a 70% interest in Aurifera subject to an underlying 1.5% royalty and 2% royalty to the Company. 

Nearby the Tres Cruces project, about 10 km to the north, Barrick invested an estimated $340 million in the development of its Lagunas Norte deposit where production started in June 2005. Since then the Lagunas Norte project hasreportedseveral years of production greater than 1 million oz. of gold per year and produced 754,000 oz. gold in 2011 at a cash cost of $ 318/oz. Barrickreports proven and probable reserves of5.8 million oz. gold at December 31, 2012. Barrick is also evaluating its own Lagunas Norte sulphide mineralization as part of a pre -feasibility study. 

The Company believesthat the proximal location of the Tres Cruces  projectto Barrick’s operations would enhance the economics for the development o f the Tres Cruces deposit. 

The Company's total cash position at December 31, 2012 was $40,853 (2011– $176,517) and although all the proposed exploration expenditures on the Tres Cruces project are being covered by Barrick under 

