Selected Extracts

ZARUMA RESOURCES INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2010 AND 2009

b) Gravity Ltd. ("Gravity"), provided C$800,000 in bridge financing in installments commencing in May, 2010 in the form of a 10% Senior Unsecured Convertible Promissory Note. The Note is convertible at the option of the holder to 16 million common shares of the Company and 16 million warrants entitling Gravity to purchase 16 million common shares until August 5, 2011 at the rate of C$0.10 per share. In accordance with the terms of the Financing Transaction, Gravity has agreed to convert the Note and accrued interest prior to closing. The conversion to common shares at the rate of C$0.05 per share would result in the issue of 16,739,280 common shares as at

d) On December 29, 2010 the shareholders approved the proposed private placement of units consisting of common shares and common share purchase warrants of the Company to raise initial gross proceeds of $25 million, of which up to $20 million may be purchased by ZGM, and a debt financing to raise $30 million. The private placement and the debt financing are conditional on both financings being completed, settlement of the EMLQ loan and termination of all contractual relations with Glencore, including the copper offtake agreement entitling Glencore to purchase the production from LdC, and the Sapo-Carrizo Property agreement, whereby EMLQ had the right to earn an interest in the Property.