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. 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.  Additional information about the Company may be found on the SEDAR website at www.sedar.com. FORWARD–LOOKING STATEMENTS  Other 10  MANAGEMENT DISCUSSION & ANALYSIS  For the yearended December31, 2012  (Expressed in US dollars) 