---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549 FORM 20-F (Mark One) [   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2011 OR [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ________ For the transition period from ________ to ________ Commission file number 000-29578 GETTY COPPER INC.
    (Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English) British Columbia, Canada(Jurisdiction of incorporation or organization) 1000 Austin Avenue, Coquitlam, British Columbia, V3K 3P1, Canada(Address of Principal executive offices) Marilyn Young, (604) 931-3231, getty@telus.net, Fax: (604) 931-2814, 1000 Austin Avenue, Coquitlam, British Columbia, V3K 3P1, Canada(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class
        
        Name of each exchange on which registeredN/A
        
        N/A
 Securities registered or to be registered pursuant to Section 12(g) of the Act. Common Shares without Par Value(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. N/A(Title of Class) 1


---

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 88,292,537 Common Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [   ] Yes [ X ] No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. [   ]Yes [ X ] No Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be file by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [   ] No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [   ] Yes [   ] No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated file?’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [   ] Accelerated filer [   ] Non-accelerated filer [ X ] Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: [   ] U.S. GAAP
    [ X ] International Financial Reporting Standards as issued by the International Accounting Standards Board
    [   ] Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. [   ] Item 17 [   ] Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [   ] Yes [ X ] No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [   ] Yes [   ] No 2


---

GlossaryIn this Form 20-F, the following terms have the meanings set forth herein: A.
        Geological Terms
  Assay
        Quantitative test of minerals and ore by chemical and/or fire techniques.Breccia
        A coarse-grained clastic rock, composed of angular broken rock fragments held together by a mineral cement or in a fine-grained matrix.Carbonate rock
        A rock consisting chiefly of carbonate minerals, such as limestone or dolomite.Clastic
        Pertaining to a rock or sediment composed principally of broken fragments that are derived from pre-existing rocks or minerals and that have been transported some distance from their places of origin; also said of the texture of such a rock.Cu
        Used as the abbreviation for copperCurrency
        All currency amounts are stated in Canadian dollars unless otherwise indicated.Gangue
        The valueless rock or mineral aggregates in an ore.Igneous
        Meaning a rock or mineral that solidified from molten or partly molten material.Intrusive
        A rock formed by the process of emplacement of magma in pre-existing rock.Magma
        Naturally occurring mobile rock material, generated within the earth and capable of intrusion and extrusion and from which igneous rocks are thought to have been derived through solidification and related processes.Mineable Reserve
        That portion of a mineral deposit which can be economically mined after taking into consideration cut-off grades, pit or mine plan, metallurgy and mill design and numerous economic factors such as metal prices and capital and operating costs.Mineral Deposit
        A deposit of mineralization which may or may not be ore, the determination of which requires a comprehensive feasibility study. A mineral deposit usually has been intersected by sufficient closely spaced drill holes and or underground sampling to support sufficient tonnage and average grade of metal(s) to warrant further exploration and development work.Mineralized Material
        A mineralized body which has been delineated by appropriately spaced drilling and/or underground sampling to support an estimate of size by tonnage and average grade of metals. Such a deposit does not qualify as “ore” or a reserve, which would require a comprehensive feasibility evaluation based upon unit cost, grade, recoveries, and other factors relating to engineering, legal, financial and economic feasibility.Mo
        Used as the abbreviation for molybdenumMolybdenum
        A hard, silvery metal used in steel and nickel alloys.Ore
        A mineral or aggregate of minerals more or less mixed with gangue which can be profitably mined given economic circumstances at the time. The Company does not hold any interest in properties where the mineralization has been determined to be ore.Ounce (or oz.)
        Meaning a troy ounce. There are 31.1034 grams to a troy ounce and there are 12 troy ounces to a troy pound, a common unit of measurement for precious metals.Oxide
        Mineral from which sulphur has been partially or completely removed by the action of surface water and oxygen.
 3


---

Porphyry
        An igneous rock containing conspicuous crystals or phenocrysts in a fine-grained groundmass; type of mineral deposit in which ore minerals are widely disseminated, generally of low grade but large tonnage.PFS
        Means the Preliminary Feasibility Study of the Getty Property dated June 9, 2009 and as amended May 3, 2010, authored by West Coast Environmental and Engineering (WCE) of Ventura and Nevada City, California and filed at www.SEDAR.comPyrite
        A very common iron sulphide mineral often associated with gold and other economic mineral deposits.Robak
        Robak Industries Ltd a company which is owned by the founder and director of the Company John LepinskiSulphide
        Group of minerals consisting of metals combined with sulphur; common metallic ores. (or ”Sulfide”)Tertiary
        The period of geological time extending from 66 to 2 million years ago, which includes the Palaeogene and Neogene epochs.TSX-V
        TSX Venture exchange the stock exchange in Canada on which the Company’s shares are traded.US (or United States)
        Means the United States of America.
 B.
        Certain Other Defined Terms
  Robak
        Robak Industries Ltd a company which is owned by the founder and director of the Company John LepinskiTSX-V
        TSX Venture exchange the stock exchange in Canada on which the Company’s shares are traded.US (or United States)
        Means the United States of America.
  C.
        Measurement
 Conversion of metric units into imperial equivalents is as follows: Metric Units
        Multiply by
        Imperial UnitsHectares
        2.471
        = acresMetres
        3.281
        = feetKilometres
        0.621
        = miles (5,280 feet)Grams
        0.032
        = ounces (troy)Tonnes
        1.102
        = tons (short) (2,000 lbs.)Grams/tonne
        0.029
        = ounces (troy)/ton
 FORWARD - LOOKING STATEMENTS This annual report on Form 20-F, includes certain statements that may be “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. These statements relate to future events or our future financial performance. In some cases you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of those terms or other comparable terminology. Although the Company believes the expectations expressed in its forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of the ultimate size, quality or commercial feasibility 4


---

of the Company’s mineral exploration projects or of the Company's future performance. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date of this annual report. These statements are subject to risks and uncertainties that could cause results to differ materially from those contemplated in such forward-looking statements. Other risk factors that could cause the Company's actual results and performance to differ materially from those in forward-looking statements include adverse market prices for metals, the conclusions of detailed feasibility and technical analyses, lower than expected grades and quantities of resources, mining rates and metal recovery rates and the fact that necessary capital may not be available to the Company on terms acceptable to it or at all. The need for compliance with extensive environmental and socio-economic rules and practices and the requirement for the Company to obtain government permitting can cause a delay or even abandonment of a mineral project. The Company is subject to the specific risks inherent in the mining business as well as general economic and business conditions. Please see Item 3.D “Risk Factors” as contained in this annual report on Form 20-F for additional information on risks and uncertainties relating to the forward-looking statements. There can be no assurance that forward-looking statements referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Also, many of the risk and uncertainty factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements contained in this annual report on Form 20-F. All forward-looking statements made herein, are qualified by this cautionary statement. Please consult the Company’s public filings at www.sedar.com and www.sec.gov for more detailed information concerning these matters. CAUTIONARY NOTE REGARDING CERTAIN CANADIAN MINERAL DISCLOSURE STANDARDS In Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the SEC applicable to registration statements and reports filed by United States companies pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), or the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, information contained in this annual report concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC. In particular, this annual report on Form 20-F includes the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource”. Investors are advised that these terms are defined in and required to be disclosed under Canadian rules by National Instrument 43-101 (“NI 43-101”). However, these terms are not defined terms under SEC Industry Guide 7 and are not permitted to be used in reports and registration statements filed with the SEC by U.S. domestic issuers. In addition, NI 43-101 permits disclosure of “contained ounces” of mineralization. In contrast, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 (under the Exchange Act), as interpreted by the staff of the SEC, mineralization may not be classified as a “reserve” for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards. United States investors are cautioned not to assume that any part or all of the mineral deposits identified as an “indicated mineral resource,” “measured mineral resource” or “inferred mineral resource” will ever be converted to reserves as defined in NI 43-101 or SEC Industry Guide 7. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies. U.S. investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable. 5


---

T A B L E O F C O N T E N T S PageContentsITEM 1
        IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
        7ITEM 2
        OFFER STATISTICS AND EXPECTED TIMETABLE
        7ITEM 3
        KEY INFORMATION
        7ITEM 4
        INFORMATION ON THE COMPANY
        13ITEM 5
        OPERATING AND FINANCIAL REVIEW AND PROSPECTS
        28ITEM 5.E
        OFF-BALANCE SHEET ARRANGEMENTS
        30ITEM 5.F
        TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS.
        30ITEM 6
        DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
        31ITEM 7
        MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
        35ITEM 8
        FINANCIAL INFORMATION
        35ITEM 9
        THE OFFER AND LISTING
        36ITEM 10
        ADDITIONAL INFORMATION
        37ITEM 11
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        48ITEM 12
        DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
        48ITEM 13
        DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
        49ITEM 14
        MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
        49ITEM 15
        CONTROLS AND PROCEDURES
        49ITEM 16
        [RESERVED]
        49ITEM 16A
        AUDIT COMMITTEE FINANCIAL EXPERT
        49ITEM 16B
        CODE OF ETHICS
        50ITEM 16C
        PRINCIPAL ACCOUNTANT FEES AND SERVICES
        50ITEM 16D
        EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
        50ITEM 16E
        PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
        50ITEM 16F
        CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
        50ITEM 16G
        CORPORATE GOVERNACE
        50ITEM 17
        FINANCIAL STATEMENTS
        51ITEM 18
        FINANCIAL STATEMENTS
        51ITEM 19
        EXHIBITS
        51
 6


---

PART 1 ITEM 1
        IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 Not applicable (this is an annual report on Form 20F). ITEM 2
        OFFER STATISTICS AND EXPECTED TIMETABLE
 Not applicable (this is an annual report on Form 20F). ITEM 3
        KEY INFORMATION
  A.
        Selected Financial Data
 The following constitutes selected financial data for Getty Copper Inc. (“Company”) for the last five fiscal years ended December 31, 2011, in Canadian dollars, presented in accordance with International Financial Reporting Standards (‘IFRS”), as issued by the International Accounting Standards Board IFRS 1 – First-time Adoption of IFRS or Canadian generally accepted accounting principles (“GAAP” ), as applicable and United States GAAP, including a restatement of prior years’ figures due to a change in accounting policy with respect to exploration expenditures (see also the accompanying audited financial statements as of December 31, 2011 and for the previous year ended December 31, 2010). The Company adopted IFRS on January 1, 2011, with a transition date of January 1, 2010. These annual financial statements, (see Item 17) including comparatives, have been prepared using accounting policies consistent with IFRS and in accordance with International Accounting Standards IFRS 1 – First-time Adoption of IFRS. The disclosures concerning the transition from Canadian GAAP to IFRS are included in Note 19 of the financial statements under Item 17 of this Form 20F. (Cdn$) IFRSBalance Sheet Data
        
        2011
        
        
        2010Total assets according to financialstatements
        $
        5,250,673
        
        $
        5,116,337Total liabilities
        $
        753,177
        
        $
        897,984Share capital
        $
        22,484,202
        
        $
        22,064,202Deficit
        $
        (19,222,200
        )
        $
        (19,078,279
        )(Cdn$)Period End Balances (as at)
        
        2011
        
        
        2010Working capital (deficiency)
        $
        (8,087
        )
        $
        147,528Equipment, net
        $
        125,932
        
        $
        129,319Mineral property interests
        $
        5,040,374
        
        
        4,572,537Shareholders’ equity
        $
        4,497,496
        
        $
        4,218,353Share Capital
        $
        22,484,202
        
        
        22,064,202Number of outstanding Shares
        
        88,292,537
        
        
        86,892,537
 No cash or other dividends have been declared. (Cdn$)Statement of Operations Data
        
        2011
        
        
        2010Investment and Other Income
        $
        1,047
        
        $
        27,821General and administrative expenses
        $
        316,940
        
        $
        334,720Exploration Expenditure
        $
        467,837
        
        $
        153,919Loss according to financialstatements
        $
        (143,921
        )
        $
        (306,899
        )Loss from continuing operations perCommon Share
        $
        (0.002
        )
        $
        (0.004
        )
 Stock options and warrants outstanding were not included in the computation of diluted loss per share as their inclusion would be antidilutive. 7


---

(Cdn$)Balance Sheet Data
        
        2010
        
        
        2009
        
        
        2008
        
        
        2007Total assets according to financialstatements (CDN GAAP)(1)
        $
        5,116,337
        
        $
        4,888,733
        
        $
        5,236,527
        
        $
        4,898,678Total Assets (US GAAP)(2)
        $
        543,800
        
        $
        470,115
        
        $
        884,264
        
        $
        911,546Total liabilities
        $
        897,984
        
        $
        1,046,546
        
        $
        470,608
        
        $
        792,074Share capital
        $
        22,064,202
        
        $
        21,409,542
        
        $
        21,409,542
        
        $
        19,924,370Deficit (CDN GAAP)
        $
        (19,078,279
        )
        $
        (18,771,380
        )
        $
        (17,687,410
        )
        $
        (17,390,686
        )Deficit (US GAAP)
        $
        (27,415,748
        )
        $
        (26,954,930
        )
        $
        (25,804,605
        )
        $
        (25,142,750
        )(Cdn$)Period End Balances (as at)
        
        2010
        
        
        2009
        
        
        2008
        
        
        2007Working capital (deficiency)
        $
        147,528
        
        $
        (3,534
        )
        $
        358,634
        
        $
        59,974Equipment, net
        $
        129,319
        
        $
        135,109
        
        $
        140,536
        
        $
        147,664Mineral property interests(CDN GAAP)
        
        4,572,537
        
        
        4,418,618
        
        
        4,352,263
        
        $
        3,987,132Mineral property interests(US GAAP)
        $
        -
        
        $
        -
        
        $
        -
        
        $
        -Shareholders’ equity
        $
        4,218,353
        
        $
        3,842,187
        
        $
        4,765,919
        
        $
        4,106,604Share Capital (CDN GAAP)
        
        22,064,202
        
        
        21,409,542
        
        
        21,409,542
        
        $
        19,924,370Share Capital (US GAAP)
        
        23,838,202
        
        
        23,183,542
        
        
        23,183,542
        
        $
        21,698,370Number of outstanding Shares
        
        86,892,537
        
        
        80,892,537
        
        
        80,892,537
        
        
        67,638,907
 No cash or other dividends have been declared. (Cdn$)Statement of Operations Data
        
        2010
        
        
        2009
        
        
        2008
        
        
        2007Investment and Other Income
        $
        27,821
        
        $
        7,051
        
        $
        18,861
        
        $
        12,402General and administrative expenses
        $
        334,720
        
        $
        1,091,021
        
        $
        315,585
        
        $
        1,333,086Exploration Expenditure
        $
        153,919
        
        $
        66,355
        
        $
        365,131
        
        $
        110,977Loss according to financialstatements (CDN GAAP)
        $
        (306,899
        )
        $
        (1,083,970
        )
        $
        (296,724
        )
        $
        (2,217,003
        )Loss according to financialstatements (US GAAP)
        $
        (460,818
        )
        $
        (1,150,325
        )
        $
        (661,855
        )
        $
        (2,327,980
        )Loss from continuing operations perCommon Share
        $
        (0.004
        )
        $
        (0.01
        )
        $
        (0.004
        )
        $
        (0.04
        )Loss per Share (US GAAP)(2)
        $
        (0.006
        )
        $
        (0.014
        )
        $
        (0.009
        )
        $
        (0.04
        )
 Notes: (1)
      Under Canadian GAAP applicable to junior mining exploration companies, mineral exploration expenditures can be deferred on prospective properties until such time as it is determined that further exploration is not warranted, at which time the property costs are written off. The Company has expensed the exploration costs as incurred until December 31, 2003, which is consistent with U.S. GAAP, whereby all exploration expenditures are expensed until an independent feasibility study has determined that the property is capable of economic commercial production. Such costs will be deferred from January 2004 until such time as the company determines it if it has economically recoverable resources or until the exploration ceases and/or the mineral calms are abandoned.(2)
      Under Canadian GAAP, management incentive shares held in escrow are included in the calculation of loss per share. Under U. S. GAAP, shares held in escrow are excluded from the weighted average number of shares outstanding until such shares are released for trading. 187,500 shares were released from escrow during 2003. Additionally, Statement of Financial Accounting Standards No.128: Earnings per Share (“SFAS 128”) replaces the presentation of primary earnings per share (“EPS”) with a presentation of both basic and diluted EPS for all entities with complex capital structures, including a reconciliation of each numerator and denominator. Basic EPS excludes dilutive securities and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if dilutive securities were converted into common stock and is computed similarly to fully diluted EPS pursuant to previous accounting pronouncements. SFAS 128 applies equally to loss per share presentations. Stock options and warrants outstanding were not included in the computation of diluted loss per share as their inclusion would be antidilutive. 8


---

Exchange Rates Except as may be otherwise indicated, all dollar amounts are stated in Canadian dollars, the Company’s functional and reporting currency. The following tables set out the exchange rates based on exchange rate data published in the Federal Reserve Statistical Release for the conversion of Canadian dollars into one United States dollar. Exchange rates published in the Federal Reserve Statistical Release are daily noon buying rates for cable transfers in New York City certified for customs purposes by the Federal Reserve Bank of New York March 2012
        February 2012
        January 2012
        December 2011
        November 2011
        October 2011High
        1.0013
        1.0016
        1.0272
        1.0403
        1.0487
        1.0448Low
        0.9848
        0.9944
        0.9986
        1.0106
        1.0125
        0.9932Average for
        0.9938
        0.9967
        1.0130
        1.0235
        1.0248
        0.9939Period
  2011
        2010
        2009
        2008
        2007End of Period
        1.02
        1.00
        1.05
        1.22
        1.00Average for Period*
        0.99
        1.03
        1.14
        1.07
        1.07High for Period
        1.06
        1.07
        1.30
        1.29
        1.18Low for Period
        0.94
        1.00
        1.03
        0.97
        0.92
 Note: * The average exchange rate for each period is based on the average of the exchange rates on the last day of each month in such period. On April 13, 2012, the exchange rate published in the Federal Reserve Statistical Release for the conversion of Canadian dollars into one United States dollar was US$1.00: Cdn$0.9978. B.
        Capitalization and Indebtedness
 Not applicable (this is an annual report only). C.
        Reasons for the Offer and Use of Proceeds
 Not applicable (this is an annual report only). D.
        Risk Factors
 Our securities are highly speculative and subject to a number of risks. You should not consider an investment in our securities unless you are capable of sustaining an economic loss of the entire investment. In addition to the other information presented in this annual report, the following risk factors should be given special consideration when evaluating an investment in the Company’s securities. The Company requires additional financing to meet its planned commitments for the current fiscal year. The Company currently has insufficient working capital on hand to meet its expected capital requirements for the year ending December 31, 2012. In particular, further financing will be required to meet the Company’s planned commitments for the year ending December 31, 2012. The exploration and development of the Company’s properties depend on the Company’s ability to obtain additional financing through equity financing or other means including a sale of an interest in its properties. The Company is currently pursuing financing opportunities to meet its administration costs. There can be no assurance that the Company will be able to raise financing on terms that are acceptable to it, or to all. If the Company is unable to raise additional capital it will need to curtail its operations and the Company may be materially adversely affected. The Company has no history of earnings and no foreseeable earnings. Although the Company has received a positive preliminary feasibility study, none of the properties in which the Company has an interest has been determined to be commercially feasible and hence none have any commercial production. The Company has no history of profits and has a substantial deficit. The Company receives no revenues from production or otherwise, and is entirely dependent on raising additional equity and loan financing. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. While the Company may receive funds from the exercise of outstanding share purchase warrants and stock options there are no assurances that this will occur. 9


---

The Company has not demonstrated that any mineralized material on its properties constitutes reserves as defined in SEC Industry Guide 7.The Company has no mineral producing properties, and the Company has not demonstrated that any mineralized material on its properties constitutes reserves under SEC Industry Guide 7. Although the mineralized material and mineralized deposit figures included herein have been carefully prepared by the Company, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and no assurance can be given that any particular level of recovery of copper, molybdenum or other minerals from mineralized material will in fact be realized or that an identified mineralized deposit will ever qualify as a commercially mineable (or viable) reserve. Estimates of mineralized deposits and production costs can also be affected by such factors as metals prices, availability of capital for development, permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of mineralization ultimately mined (if any) may differ from that indicated by drilling results. Short term factors relating to mineralized material, such as the need for orderly development or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. There can be no assurance that copper, molybdenum and other minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions. Material changes in mineralized material, grades, stripping ratios or recovery rates may affect the economic viability of projects. Mineralized deposits are reported as general indicators of mine life and should not be interpreted as assurances of mine life or of the profitability of current or future operations. The Company’s abilityto obtain financing to fund its exploration activities and, if warranted, development of any of its properties, will be significantly affected by mineral prices. The ability of the Company to obtain financing to fund its exploration activities and, if warranted, development of any of its properties, will be significantly affected by changes in the market price of the metals for which it explores. The price of copper first collapsed during the recent financial crisis, then recovered in 2009 and 2010 as a result of improving economic conditions. Currently, the price of copper is approximately US$3.63 per pound, as of April 15, 2012. Mineral prices are subject to fluctuation. The effect of these factors cannot accurately be predicted. The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resource are discovered, a profitable market will exist for the sale of the same. Factors beyond the control of the Company may affect the marketability of any copper, molybdenum or any other materials discovered. The prices of copper and other minerals are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, Canadian dollars relative to other currencies), interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. In addition, the world supplies of and demands for copper, molybdenum and other minerals can cause fluctuations in the price of such minerals Development of any of the Company’s properties, if warranted, will be subject to potential delays and financing risks. Technical considerations, delays in obtaining governmental approvals, inability to obtain financing and other factors could cause delays in developing any of the Company’s properties that may in the future be determined to contain a commercially mineable ore-body. The Getty properties have been systematically explored for over 50 years and no production has ever been achieved. If it is determined that a commercially mineable ore-body exists and it can be economically exploited, the Company will require significant additional financing in order to fund the costs of developing the Getty properties into commercial production, if warranted. The Company may have to seek additional funds through public and private share offerings, arrangements with corporate partners, or debt financing. There can be no assurance that the Company will be successful in its efforts to raise these required funds, or that it will be able to raise the funds on terms that do not result in high levels of dilution to shareholders. Mineral exploration and mine development will be subject to hazards and risks that may delay development and production.Hazards such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and development, and the business of mining is subject to a variety of risks such as cave-ins and other accidents, flooding, environmental hazards, the discharge of toxic chemicals and other hazards. Such occurrences may delay development of the Getty Properties, delay production, increase production costs or result in liability. The Company may become subject to liability for uninsurable hazards.The Company currently maintains only commercial general liability insurance coverage for its office premises, as well as property insurance covering certain office contents only. The Company does not maintain insurance coverage for risks involved in exploration, development or production on mineral properties, including fires, unexpected or unusual geological conditions, or natural disasters such as rock bursts or slides, floods or earthquakes. The Company also does not maintain insurance against any environmental risks. There is no guarantee that insurance coverage will be available to the Company if it decides to insure against these risks at economically viable premiums (if at all) or that, in the event of a claim, the level of insurance carried by the Company now or in the future is or will be adequate to cover the entire claim or liability. The Company’s business could be materially and adversely affected by claims for which it is not adequately insured. 10


---

Copper and molybdenum exploration is highly speculative, involves substantial expenditures, and is frequently non-productive.Copper and molybdenum exploration involves a high degree of risk. Exploration projects are frequently unsuccessful. Few prospects that are explored are ultimately developed into producing mines. The Company cannot be certain that its copper exploration efforts will be successful. The success of copper and molybdenum exploration is dependent in part on the following factors: unanticipated adverse geotechnical conditions;incorrect data on which engineering assumptions are made;costs of constructing and operating a mine in a specific environment;cost of processing and refining;availability of economic sources of power;availability of qualified staff;adequacy of water supply;adequate access to the site including competing land uses (such as agriculture and illegal mining);unanticipated transportation costs and shipping incidents and losses;significant increases in the cost of diesel fuel, sulphuric acid or other major components of operating costs;government regulations (including regulations relating to prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands);fluctuations in copper and molybdenum prices;accidents, labour actions and force majeure events;the identification of potential copper mineralization based on superficial analysis;availability of prospective land;availability of government-granted exploration and exploitation permits;the quality of our management and our geological and technical expertise; andthe funding available for exploration and development. Substantial expenditures are required to determine if a project has economically mineable mineralization. It could take several years to establish reserves and to develop and construct mining and processing facilities. As a result of these uncertainties, the Company cannot guarantee that current and future exploration programs will result in the discovery of reserves and the development of a mine. The Company faces intense competition.The Company operates in a competitive industry and compete with other more well established companies which have greater financial resources. The Company faces strong competition from other mining companies in connection with exploration and the acquisition of properties producing, or capable of producing precious metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to maintain or acquire attractive mining properties on terms it considers acceptable or at all. Consequently, the Company’s operations and financial condition could be materially adversely affected. Changes in government regulations and the presence of unknown environmental hazards on the Company’s mineral properties may result in significant unanticipated delays, as well as significant compliance costs.Existing and possible future environmental legislation, regulations and actions could give rise to additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted. Regulatory requirements and environmental standards are subject to constant evaluation and may be significantly increased, which could materially and adversely affect the business of the Company or its ability to develop its properties on an economically feasible basis. Before development and production can commence on any of its properties, the Company must obtain regulatory and environmental approvals. There is no assurance that such approvals will be obtained on a timely basis or at all. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations or preclude entirely the economic development of a property. Mining is one of the most intensely regulated businesses in Canada. The period of time required to obtain environment assessments, consult with aboriginal peoples and other stakeholders as well as governments at the Canadian provincial and federal level can take 10 years or more. No assurance can be given that permitting of any mine on the Getty Properties will occur. Future climate change regulations may result in significant compliance costs.A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change at the international, national, state, provincial and local levels. Where legislation is already in place to regulate emissions levels and energy efficiency, regulation is becoming more stringent. The December 1997 Kyoto Protocol, which ends in 2012, established a set of greenhouse gas emission targets for developed countries that have ratified the Protocol, which include Argentina, Australia, Canada, Chile, Mexico and Peru. The Conference of Parties 15 (“COP15”) of the United Nations Framework Convention on Climate Change in Copenhagen, Denmark in December 2009 was held to determine the path forward after the Kyoto Protocol ends. COP15 resulted in the Copenhagen Accord (the “Accord”), a non- 11


---

binding document calling for economy-wide emissions targets for 2020. Prior to the January 31, 2010 deadline, Canada, the United States, Australia, Mexico, Chile and Peru re-affirmed their commitments to the Accord. The U.S. Congress and several U.S. states have initiated legislation regarding climate change that will affect energy prices and demand for carbon intensive products. In December 2009, the U.S. Environmental Protection Agency (the “EPA”) issued an endangerment finding under the U.S. Clean Air Act that current and projected concentrations of certain mixed greenhouse gases, including carbon dioxide, in the atmosphere threaten the public health and welfare. It is possible that proposed regulation may be promulgated in the U.S. to address the concerns raised by such endangerment finding. The EPA also began requiring that large emitters of greenhouse gases collect and report data with respect to their greenhouse gas emissions beginning on January 1, 2010. Canada committed under the Accord to reducing its greenhouse gas emissions by 17% below 2005 levels by 2020, to be aligned with the emissions target and base year of the United States (with which the Canadian government has committed to implementing a North American cap and trade system). The Canadian federal government has not indicated how it will achieve greenhouse gas reduction and the commitments under the Accord are not binding. The Canadian federal government has publicly stated that it will delay implementing any specific federal greenhouse gas emissions legislation until after the U.S. implements its legislation so that Canadian greenhouse gas legislation is integrated and consistent with the U.S. legislation. In British Columbia, the provincial government has announced a policy goal of reducing greenhouse gas emissions by at least 33% below current levels by 2020. In 2008, legislation was passed imposing carbon taxes on fuel effective July 2008, and cap and trade legislation was also passed with specific emission caps set by regulation. British Columbia is a member of the Western Climate Initiative, which is a cooperative effort of U.S. states and Canadian provinces to design a comprehensive regional model cap and trade program. The provincial government has also recently introduced a reporting regulation that requires facilities emitting greater than 10,000 tonnes per year of carbon dioxide equivalent to register and report emissions annually for periods beginning on January 1, 2010; any facilities emitting greater than 25,000 tonnes per year are also subject to certain verification requirements. Currently the greenhouse gas emissions legislation in the jurisdictions in which the Company operates do not result in material compliance costs for the Company’s current level of operations. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Until the timing, scope and extent of any future regulation becomes known, we cannot predict the effect on our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Our operations may be negatively impacted by climate change.The potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations. The Company’s Share Price is Volatile. Publicly quoted securities of junior resource issuers are subject to a relatively high degree of price volatility. Likely PFIC status has consequences for U.S. investors. Potential investors who are U.S. taxpayers should be aware that the Company believes it was classified as a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code for the tax year ended December 31, 2011, and may also have been a PFIC in prior and may also be a PFIC in subsequent years. If the Company is a PFIC for any year during a U.S. taxpayer’s holding period, then such U.S. taxpayer generally will be required to treat any so-called “excess distribution” received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund (“QEF”) election or a mark-to-market election with respect to the shares of the Company. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer’s tax basis therein. This paragraph is qualified in its entirety by the discussion below under the heading “Certain United States Federal Income Tax Considerations.” Each U.S. taxpayer should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. 12


---

ITEM 4
        INFORMATION ON THE COMPANY
 SUMMARY A.
        History and Development of the Company
  1.
      The legal name of the Company which is subject of this annual report on Form 20-F is Getty Copper Inc.2.
      The Company was incorporated on September 23, 1985 under the Canada Business Corporations Act.3.
      The registered office of the Company in British Columbia is located at 1500 - 1040 West Georgia Street Vancouver, British Columbia, Canada V6E 4H8. The head office and principal office of the Company in Canada is located at 1000 Austin Avenue, Coquitlam, British Columbia, Canada V3K 3P1. The Company’s telephone number is 604-931-3231.The Company’s Common Shares are listed for trading on the TSX-V under the symbol “GTC”.4.
      The Company was originally incorporated under the name Exxau Minerals Inc., pursuant to the Canada Business Corporations Act on September 23, 1985, with an authorized capital of an unlimited number of common shares without par value. The Company was organized for the purpose of engaging in the acquisition and exploration of natural resource properties. The Company became a reporting company in British Columbia on April 25, 1988. From 1985 through 1992, the Company concentrated its efforts on the acquisition and exploration of mineral resource properties. On September 3, 1992, the Company changed its name to Getty Copper Corp. On March 7, 2003, the Company changed its name to Getty Copper Inc.5.
      From 1993 to present the Company’s mineral exploration has been focused on a group of mineral properties located in the Highland Valley, British Columbia, Canada known as the Getty North and Getty South claims as well as some satellite properties collectively known at the “Getty Properties”.6.
      The Company’s principal capital expenditures (there have been no material divestitures) over the three fiscal years ended December 31, are as follows: Year
        Exploration Deferred
        Capital Assets(i) Amounts Deferred (capitalized or invested) during the year2011
        467,837
        NIL2010
        153,919
        NIL2009
        66,355
        NIL(ii) Amounts Expensed as Exploration Expenses2011
        NIL
        NIL2010
        NIL
        NIL2009
        NIL
        NIL
 The Company is not aware of any public takeover offers by third parties in repect ofthe Company’s common shares, and the Company has not made any takeover offers in respect to other companies’ shares, during the Company’s last and currentfinancial years. History of Getty North Property: Robak Industries Ltd. (“Robak”), a company owned and controlled by John Lepinski, and Masco Capital Inc. (“Masco”), a company controlled by John Lepinski, began negotiations in 1992 to acquire control of the Company in an effort to access the capital markets to develop its Getty North Property. The Company had no properties under exploration or development at that time. In May 1993, the Company, pursuant to an arm’s length purchase and sale agreement to acquire the Getty North Property, issued 5,000,000 of its Common Shares to Robak and 5,000,000 of its Common Shares to Masco. See “Interests of Management in Certain 13


---

Transactions.” The issuance of the 10,000,000 Common Shares (of which 9,216,984 were held in escrow until May 1999 ) resulted in a change in control of the Company. The Company acquired the Getty North Property from Robak and Masco pursuant to an Agreement of Purchase and Sale dated June 30, 1992, as amended September 30, 1992, subject to a 1.5% net smelter return royalty reserved in favour of Robak. The Company issued into escrow 4,608,492 Common Shares to Robak and 4,608,492 Common Shares to Masco as consideration for the property, subject to the Company obtaining a valuation on the Getty North Property establishing a minimum value of Cdn $2,304,246 and approval by the then Vancouver Stock Exchange (“VSE”) which has evolved into the TSX-V. The shares were released to Robak and Masco from escrow after the Company obtained the required approval from the VSE on May 11, 1999. After the release of the escrow shares, title to the Getty North Property fully vested in the Company. While there some old prospectors workings, there are no historical or existing mines on any of the Getty Properties. History of Getty South Property, Getty Central Property, Getty Southwest Property: In addition to the Getty Copper North Property and all Getty Copper Highland Valley Claims, the Company subsequently entered into a joint venture agreements to earn a 50% interest in the Getty South Property, the Getty Central Property and the Getty Southwest Property, (collectively, the “Getty Copper Project” or the “Getty Copper Highland Valley Project”). All of the mineral properties previously noted are subject to 1.5% net smelter royalties and the Getty South, Getty Central, Getty Southwest properties were subject to certain minimum exploration and development requirements. As a consequence of a Mineral Property Interest Sale Agreement dated November 8, 2002. (See Item 7.B of this annual report on Form 20-F), the Company purchased 100% of the Getty Central and Getty Southwest claims and 50% of the Getty South claims.” Since 1992, the Company has focused its efforts and resources on the acquisition and the exploration of the Getty Copper Project. See Item 4.D “Getty Copper Project” in this annual report on Form 20- F-The Company has no subsidiaries. On March 7, 2003 the TSX- V accepted for filing documentation a mineral property agreement dated for reference November 8, 2002 between the Company and Robak Industries Ltd. (“Robak”), by which Robak has agreed to sell 100% interest in each of the Getty Central and the Getty Southwest and a 50% interest in the Getty South properties (the “New Getty Properties”) in consideration for 6 million Company shares (after the two old: one new share reverse split)) plus the below noted net smelter royalty (“NS”) and carried interest obligation. The Company has also agreed to pay 100% of the cost to place the Getty South property into production (the timing and extent of such costs to be in the registrant’s sole discretion), and is entitled to a priority recovery of any such carried costs before the parties revert to a 50:50 split of net income and loss. In December 2004, Highland Valley Copper (“HVC”) terminated its participation in a joint venture signed on December 19, 2003. HVC spent $2.3 million dollars on line cutting, induced polarization surveys (IP), and diamond drilling. Only intrusive rocks and structures surrounding the Getty West Occurrence including the Transvaal property in which the Company formerly held an interest, exhibited significant copper mineralization and accompanying alteration. Here, sub-economic copper mineralization within hydrobrecciated Guichon and Bethlehem intrusives were encountered. The Cinder hill area contains a large tertiary volcanic center and is deeply covered with overburden. The Glossie Copper Occurrence was not tested during this program. Only weakly anomalous copper and zinc mineralization were encountered within silicified and metasomatized Nicola volcanics overlying weakly altered intrusives in the North Valley IP anomaly. However the drilling here was very wide spaced and the Company continues to review this work to determine if additional untested targets may exist in this area. The iron sulphide mineralized tertiary volcanics intersected in hole 2004-16 returned only very weakly anomalous copper. B.
        Business Overview
 The Company is engaged in the acquisition and exploration of natural resource properties. Since 1993, the Company has been conducting exploration for copper on approximately 200 square kilometers in Highland Valley, British Columbia, known collectively as the Getty Properties and comprised primarily of the Getty North, Getty South and satellite properties. A Titan 24 DC/IP Geophysical Survey completed by Quantec Geoscience Ltd. During the last quarter of 2010 has identified at least 39 geophysical anomalies of which 12 can be considered high priority drill targets. According to Quantec, in summary, “anomaly priorities are based on a combination of depth below surface, size of the chargeability anomaly, correlation between conductors with chargeability highs and trust in an anomaly (i.e. the anomaly can be followed over several lines and the HS-chargeability model shows a similar shaped anomaly). The number of the high priority targets is based on occurrences on each line.” The Titan -24 DC/IP/MT geophysical survey was conducted over the Getty Copper’s Highland Valley property between November20thand December 13thof 2010. A total of 12 lines of data were collected (23.2 line-km of direct current induced polarization (“DC/IP”) and 19.2 line-km Magnetotelluric (MT) data with a station spacing of 100 m. The survey geometry for the DC/IP component was a pole-dipole geometry. The line spacing was 250 m. and the lines were located in staggered fashion over the Getty North Deposit, the Getty South Deposit and the Getty West Zone, which is 1.4 km to the southwest of the Getty North Deposit. 14


---

The objective of the survey was to further delineate the geophysical signatures of the Getty North and Getty South deposits, and the Getty West Zone, as well as identify other anomalies and features of interest. The survey covered only a small percentage of the total Getty property surface area. The survey confirmed by correlation with the past drill results the location of Getty North, and South Deposits, and revealed a large anomaly southwest of the Getty North deposit named the Getty West anomaly. Overall data quality was high. Several NNE-SSW striking faults were identified as narrow conductive features in both the DC and MT models, as well as breaks in the chargeability models. The survey produced an excellent correlation between mineralization shown in the drill holes targeting the Getty North and South deposits and the location of anomalies IP-07, IP-08 and IP-01 respectively. Based on the recent Quantec program results and the previous 43 101 pre Feasibility study Getty is focused on a plan estimated at CDN$5 million to move the project forward toward feasibility, subject to financing being available. This is projected to include approximately 12,000 meters of drilling to expand the Getty North and Getty South reserves and resources while also delineating the exploration targets revealed by the Quantec work and previous studies. As well, confirmatory Geotechnical and Metallurgical programs will be undertaken. Also, environmental and permitting activities will be advanced and basic engineering in support of a feasibility study will be undertaken. Summary of Quantec Results: Getty North DepositIt appears that the higher copper assays observed in the Getty North drill holes correlate very closely to the centers of the chargeability anomalies, whereas the high copper assays correlate better with the contact between the high-moderate chargeability features.The Getty North deposit anomaly appears to be composed of two centers of high chargeability, where the western center extends further north-east following the interpreted faults and chargeability highs. The resistivity is moderate-low for both centers.Getty South DepositThe higher copper assays for the Getty South Deposit, correlate very well with the center of the chargeability anomaly. The chargeability anomaly suggests additional potential for copper mineralization at depth, which can be determined by extending the survey line in a possible second stage Titan 24 survey.The Getty South Deposit anomalies are represented by a low resistivity, and a weak to moderate chargeability feature extending to approx. 350 m (1,150 ft.) below the surface which confirms the known deposit dimensions which is visible on all 4 short lines (250N-1000N). The chargeability anomaly could be open to depth, since the length of the survey lines (survey geometry) limits the depth of penetration at this location. The strongest response of the Getty South deposit is on line 500N, where the anomaly has an east-west length of approximately 350 m (1,148 ft.) located between 50 m (164 ft.) depth and the bottom of the model.Quantec recommended to extend the lines over the Getty South Deposit in both the east and the west directions, to better image the Getty South IP anomaly with the full depth of penetration capability with the Titan-24 system. Several other lines can also be considered, since other smaller anomalies have been identified in this survey which are only covered by a single additional line due to the staggered nature of the line locations, filling in the gaps of data, can be considered to further study these single line anomalies.Getty West ZoneThe Getty West anomaly is a near surface structure of 320 m (1,050 feet) in east west direction. This feature is a weak to moderate chargeability & moderate-low resistivity and spans four (4) lines (L3000N-3750N).There is further potential for the Getty West anomaly to be further extended south. Since the IP anomaly is not closed off by the southern most line. Additional lines of Titan-DC/IP and MT are also recommended to fill the gap between the Getty South and Getty north groups of lines.Quantec also recommends to follow-up this survey with a borehole DC-IP survey is order to further delineate potential deposits and identify off-hole anomalies, due to the large number of available boreholes (provided the holes are still open). 15


---

The MT method could also be of use for further exploration of the Getty Properties, since many of chargeability anomalies appear to be related, or at least bound by an interpreted fault. One interpretation of the geophysical data suggests that the NW trending faults exert a strong control on mineralization. Drill hole data seem to confirm this interpretation. West Coast Environmental and Engineering (“WCE”) of Ventura and Nevada City, California, completed a Preliminary Feasibility Study (the “PFS”) dated June 9, 2009 in accordance with Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects (“NI 43-101”). The Company caused the original PFS to be filed on the System for Electronic Document Analysis and Retrieval (commonly known as “SEDAR”) on July 9, 2009. In response to guidance received from technical staff at the British Columbia Securities Commission, the Company caused WCE to amend the PFS as of May 3, 2010. The amended and restated PFS was filed on SEDAR on May 25, 2010. SEDAR is the electronic document filing system maintained on behalf of the Canadian Securities Administrators to facilitate mandated continuous disclosure by public companies in Canada, and is accessible on the internet at http://www.sedar.com. The PFS is a pre-feasibility report and readers are reminded that its conclusions are broad in nature and remain subject to the requirements for detailed engineering in a (final) feasibility report prepared in accordance with industry and regulatory requirements. The focus of the PFS was to evaluate the feasibility of a potential cathode copper and Molybdenum Trioxide production from the Getty North and Getty South oxide and sulphide resource zones. The PFS is intended to update the past work referred to above and includes possible development of both the copper and molybdenum oxide and sulphide resources. The oxide and sulphide resources of the Getty North Deposit would potentially be open-pit mined in conjunction with the Getty South oxide and sulphide resources. The PFS was carried out by WCE under the direction of Mr. Craig Parkinson P.Geo, the Qualified Person responsible for this study. As the Getty North NI 43-101 compliant resource has been updated with molybdenum values, WCE reports that the processing plan is proposed to be altered to effectively accommodate the molybdenum resource. To facilitate effective recovery of the molybdenum resource, the option of dump and heap leaching of oxide ores has now been replaced by a flotation tailings leach system. This methodology is anticipated to allow maximum potential utilization of the updated Getty resources, and is analogous to other recent and successfully operating global hydrometallurgical production facilities. Further, given the current global limited molybdenum roasting capacity, the Company is now investigating incremental added capacity in the hydrometallurgical pressure oxidation and metal recovery circuits for potential on-site custom processing of outside copper and molybdenum concentrates from other entities with available materials. In particular, the hydrometallurgical process plant evaluated for the Getty Project should allow treatment of much lower grade combined bulk copper and molybdenum concentrates, which could be a significant advantage over current molybdenum concentrate production and roasting practices. The PFS proposals for producing copper concentrates and cathode copper may not be economically achievable even though the testing and planning to date indicate that the copper cathode could potentially be produced using the planned processes. The PFS for copper molybdenum resources, for both Getty North and Getty South are as follows. **Cautionary Note to U.S. Investors Concerning Estimates of Measured and Indicated mineral resources**
          The following table uses the term “indicated mineral resources”. We advise U.S. investors that while this term is recognized and required by Canadian securities regulations (under National Instrument 43-101 Standards ofDisclosure for Mineral Projects), the SEC does not recognize it. U.S. investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into SEC defined reserves. See “Risk Factors”.
  Deposit
        Indicated MineralResources(millions of tonnes)
        **Grade**Cu %
        Mo %North
        69.258
        0.370
        0.005South
        45.148
        0.377
        No DataTotal
        114.406
        0.373
        ---
 16


---

**Cautionary Note to U.S. Investors Concerning Estimates of Inferred mineral resources**
          The following table uses the term “inferred mineral resources”. We advise U.S. investors that while this term is recognized and required by Canadian regulations, (under National Instrument 43-101 – Standards of Disclosure for Mineral Projects) the SEC does not recognize it. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of a mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of economic studies, except in rare cases. Mineral resources that are not mineral reserves do not have demonstrated economic viability. None of the following mineralization has been demonstrated to be ore nor is considered to be a mineral reserve. U.S. investors are cautioned not to assume that any part or all of an inferred mineral resource exists, or is economically or legally mineable.
  Deposit
        Inferred MineralResources
        **Grade**Cu %
        Mo %North
        18.166
        0.271
        0.005South
        23.593
        0.278
        No DataTotal
        41.759
        0.275
        ---
 Total Getty Copper Project Life of Mine Cash Cost Per Pound of Copper are Approximately $ 2.03 USD/lb. A summary of the updated copper and molybdenum Probable Mineral Reserve estimates determined independently by WCE in the PFS for both the Getty North and Getty South deposits are provided in the following table. These resources were computer modeled by Mr. Ed Switzer and vetted by the NI 43-101 Technical Report signatory QP's Mr. Craig Parkinson, Mr. Todd. As seen, a total of 86.561 million tonnes of Probable Mineral Reserves at a copper grade of 0.400 % Cu and a cutoff grade of 0.17 % Cu has been determined by Mr. Switzer. **Cautionary Note to U.S. Investors Concerning Estimates of Reserves**
          The following table uses the term “probable reserves”. We advise U.S. investors that such mineral reserve estimates have been calculated in accordance with National Instrument 43-101 Standards of Disclosure for MineralProjects, as required by Canadian securities regulatory authorities. For United States reporting purposes, SEC Industry Guide 7 (under the Exchange Act), as interpreted by the staff of the SEC, applies different standards in order to classify mineralization as a reserve. As a result, the definitions of probable reserves used in National Instrument 43-101 differ from the definition in SEC Industry Guide 7. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards. Accordingly, U.S. investors are cautioned that the probable reserve estimates presented in this annual report, while in compliance with Canadian standards and regulations, may not meet the requirements of reserve disclosure under SEC guidelines.
 17


---

Summary of Getty Probable Mineral Reserve Estimates. Deposit
        Probable Reserves(millions of tonnes)
        GradeCu %
        Mo %North
        49.691
        0.397
        0.005South
        36.870
        0.405
        No DataTotal
        86.561
        0.400
        ---
 The Company’s other identified potential mineral zones, known as North Valley; Glossie; Getty West, Northwest, Southwest, and Central; are all in the early stage of exploration and there is insufficient data to establish whether any resources may exist. The Company continues to seek additional properties worthy of exploration and development. The price of copper first collapsed during the recent financial crisis, then recovered in 2009 and 2010 as a result of improving economic conditions. Currently, the price of copper is approximately US$3.63 per pound as of April 15, 2012. There is no way to predict future metal prices and therefore current prices may not reflect future prices and this may have a bearing on the time frame that would be required to place any mineral deposit that may be located on the property into commercial production. Certain Assumptions and Parameters Used in the Getty Project Mineral Resource and Reserve Estimates Cautionary Note to U.S. Investors Concerning Canadian Mineral Disclosure StandardsThis section refers to probable mineral reserve estimates that have been calculated in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects, as required by Canadian securities regulatory authorities. For United States reporting purposes, SEC Industry Guide 7 (under the Exchange Act), as interpreted by the staff of the SEC, applies different standards in order to classify mineralization as a reserve. As a result, the definition of probable reserves used National Instrument 43-101 differs from the definitions in the SEC Industry Guide 7. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards. Accordingly, U.S. investors are cautioned that the reserves presented in this annual report while in compliance with Canadian standards and regulations, may not meet the requirements of reserve disclosure under SEC guidelines. 
          In addition, this section use the terms “indicated mineral resources” and “inferred mineral resources”. While these terms are recognized and required by Canadian regulations (under National Instrument 43-101), the SEC does not recognize them. United States investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted to reserves. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.
 The Getty Project mineral resource and reserve estimates are based on evaluations conducted in 2007 and February 2008. The key assumptions and parameters used in the Getty Project mineral resource and reserve estimates are as follows: Specific gravity for: Getty North = 2.6 Getty South = 2.76;
    Pit Slope = 52 degrees overall; Overall Stripping Ratio = 2.6 Waste to Ore 
    The strip ratio is 2.3 to 1 in the South, 2.8 to1 in the North.
    Mining Cost = $1.45 CDN ($ 1.346 USD)/average per tonne both ore and waste; 
    Milling Cost = $11.76 CDN ($ 10.89 USD) /tonne ore; 
    General and Admin = $0.69 CDN ($0.64 USD)/tonne ore; 
    Copper Price = $3.55 CDN/lb ($ 3.29 USD/lb) using a 36-Month Trailing Average;
    Molybdenum Price (MoO3) = $19.49 CDN/lb ($18.00 USD/lb) escalated to $24.19 CDN/lb ($22.35 USD/lb) by year 3 of the project life; 18


---

Copper Recovery = 91 %. Molybdenum Recovery = 50 %. (These metallurgical recoveries are based on multiple test results and industrial operating data). The copper and molybdenum prices referred to immediately above are based on a 36-month trailing average analysis with an ending date of December 31, 2008. Due in part to the collapse in the price of copper during the recent financial crisis, and in response to guidance received from technical staff at the British Columbia Securities Commission, an updated economic analysis for the Getty Project was included in the amended and restated PFS completed in May 2010. Among other things, an updated base case for economic analysis was prepared using a lower copper price of CDN$3.24 ($2.99 USD) per pound. Although the amended and restated PFS included revised mineral resource and reserve estimates which are disclosed in this annual report, it was not deemed necessary to update the mineral resource and reserve estimates using new parameters - such as the lower copper price of CDN$3.24 ($2.99 USD) per pound - in part because copper prices recovered during late 2009 and early 2010 as a result of improving economic conditions. The amendments made to the PFS dated June 9, 2009, which were incorporated into the amended and restated PFS completed as of May 3, 2010, took into account the following factors, among others: Indicated and inferred mineral resources were originally bounded within the original pit boundaries. The amended and restated PFS updated the indicated and inferred mineral resource to include all mineralization that had reasonable prospects for economic extraction under favourable economic conditions, thus resulting in an increase in both the indicated and inferred mineral resources. The indicated mineral resource blocks within the preliminary pit design were designated as the probable mineral reserves.There were no changes to the reserves estimated in the original PFS dated June 9, 2009.The PFS dated June 9, 2009 used 60% of the 3 year trailing average and 40% of the 2 year forward average to project the copper metal price (US$3.29), and a deescalating molybdenum price based on a long term projected molybdenum prices (US$29.33 deescalating to US$14.75). Due to the precipitous drop in metal prices referred to above, the long term copper price was dropped to US$2.99 in preparing the base case for economic analysis included in the amended and restated PFS.
        Molybdenum pricing was reviewed and updated to an escalating future price using a price starting at US$18.00 escalating to US$22.35.In preparing the base case for economic analysis included in the amended and restated PFS, the cash flow analysis was reviewed and changed as appropriate due to the development of more accurate numbers in certain categories and the appropriate change in contingency for those numbers. C.
      Organizational Structure The Company is based in British Columbia, Canada. The Company operates directly and has no subsidiaries. D.
      Property, Plants and Equipment The Company owns land and a small office/storage building in Logan Lake, British Columbia. This property is encumbered by a first mortgage in the amount of $78,236 as of May 1, 2012. These premises are used for core storage, field offices and vehicle storage. No mining infrastructure exists on the Getty Property. The Getty Copper Project The Getty Copper Highland Valley Project consists of certain mineral interests in the following contiguous claim groups (collectively, the “Getty Properties”) each located in the Highland Valley, a historic copper producing area of the Kamloops Mining Division in British Columbia (the “Highland Valley”). A 1.5% NRS royalty interest payable to Robak Industries Ltd. (owned by a related party see item 7) 19


---

Figure 1A GETTY COPPER INC. PROPERTY LOCATION MAP  20


---

Figure 1B GETTY COPPER INC. HIGHLAND VALLEY PROPERTIES MAP  21


---

Property
        Claims
        Hectares
        Percentage of InterestGetty North Property
        26
        1,600
        100%Getty South Property
        22
        336
        50%Getty Central Property
        5
        205
        100%Getty Southwest Property
        24
        6,199
        100%Getty Northwest Property
        32
        18,566
        100%
 There are no existing mines on the Getty Properties, and the Company has no mineral producing properties at this time. All of the Company’s properties are exploration projects, and there is no assurance that a commercially viable deposit exists in any such properties until further exploration work and a comprehensive evaluation based upon unit cost, grade, tonnage recoveries and other factors conclude economic feasibility. The Getty Properties comprise 85 tenures and 24 crown granted claims totalling 26,906 hectares. The following disclosure regarding accessibility, climate, local resources, infrastructure and physiography, history, geological setting, sampling and security of samples is common to all of the Getty Properties. Disclosure respecting exploration, drilling, mineral resource and exploration and development for each of the individual properties is included below. Accessibility, Climate, Local Resources, Infrastructure and Physiography The Getty Properties are easily accessible by the Bose Lake road, which branches off 10 kilometres from the property from the paved Bethlehem Mine road. Forestry and drill roads provide access to the claims. Logan Lake, the closest support community, is about 15 kilometres east of the Getty Copper Highland Valley Project. The nearest domestic airport is located in Kamloops about an hour drive from the south end of the Properties. The major city of Vancouver, B.C. situated approximately 330 kilometres to the southwest by the Coquihalla Highway, provides access to an international airport and seaport. The Getty Properties are located on and around Forge Mountain at an elevation between 1,450 to 1,900 metres. The topographic relief is moderate and the surface is covered by glacial deposits cut by recent stream channels. Small topographic highs are immediately underlain by glacial drift and Tertiary volcanic cover. The climate is characteristic of the “dry belt” of the B.C. Interior Plateau and precipitation is about 23 centimeters annually. The seasonal climate conditions are generally moderate. Severe weather conditions can occur for isolated periods in the winter, although the snowfall is usually moderate and the summer temperatures are cool to warm. Mean temperatures are 14.1°C in July and -6.6°C in January, respectively. Mining activities are able to continue year round. The Company believes that an established mining infrastructure and a skilled labour force are available in the Highland Valley area, as the region has a history of porphyry copper mining. The water supply in the region is limited; however, a previous operator in the Highland Valley area obtained a water supply for its mining operations from groundwater. A 500 kva power line transverses the property and telephone service and natural gas is available in Logan Lake and at the nearby adjacent mine. The Company believes that all necessary mining infrastructure such as water, power and access will be available at the anticipated future mine sites. The town of Logan Lake is the nearest municipality to the Properties and is the current location of the Company’s site office. Logan Lake has a population of approximately 2,300. It is linked to Vancouver, 330 kilometres to the southwest, via the Coquihalla Highway. 22


---

History The history of the Highland Valley copper district dates back to approximately 1896, when it was explored by prospecting, panning, trenching and drifting near high grade copper occurrences. The following table is a breakdown of the Company’s deferred exploration and development costs on the Getty Properties to the dates indicated: December 31,Activity
        
        2011
        
        
        2010
        
        
        2009
        
        
        2008Drilling
        
        4,715,326
        
        
        4,715,326
        
        
        4,715,326
        
        $
        4,715,326Environmental
        
        254,456
        
        
        254,456
        
        
        254,456
        
        
        254,456Pre Feasibility Study
        
        528,382
        
        
        528,382
        
        
        516,506
        
        
        492,574Geoscience
        
        3,501,660
        
        
        3,121,782
        
        
        3,118,740
        
        
        3,116,258Metallurgy
        
        988,733
        
        
        987,113
        
        
        987,113
        
        
        987,113Assay
        
        624,667
        
        
        624,667
        
        
        624,667
        
        
        624,642Other Costs
        
        2,261,523
        
        
        2,175,184
        
        
        2,036,183
        
        
        1,996,267Provision for Impairment
        
        (9,514,843
        )
        
        (9,514,843
        )
        
        (9,514,843
        )
        
        (9,514,843
        )Totals
        $
        5,250,673
        
        
        4,572,537
        
        $
        2,738,148
        
        $
        2,671,793
 Geological Setting The Getty Properties mineral tenure is comprised of 210 square kms of contiguous mineral claims located in the Highland Valley, British Columbia’s premier copper producing area, approximately 200 km northeast of Vancouver (Figure 1). The local area contains excellent transportation and power infrastructure, a large pool of experienced mining and support personnel, and a mining based economy. The Company’s mineral tenure contains favourable Guichon Creek Batholith geology and adjoins to the south with the large Cu-Mo mining and milling operations of the Highland Valley Copper Partnership (HVC) owned by Teck Cominco (97.5%) and Highmont Mining (2.5%). The Company‘s claims span the entire width of favourable Guichon Creek Batholith geology immediately to the north of HVC’s holdings. The Company’s most advanced projects, the Getty North and Getty South deposits which were the subject of the PFS, are located in the eastern part of the property in the same geological and structural setting as the Bethlehem Mine located five to eight km to the south. Sampling and Analysis Drill core is mechanically split along its long axis. One half of the core is submitted for preparation and analysis, and the other half is geologically catalogued and stored on the site. All assays and analyses are performed by Eco-Tech Laboratories in Kamloops, British Columbia, where they also store the samples they test for future reference. Security of Samples Drill core samples are stored in the Company’s alarmed office and warehouse facility. Planned exploration for 2012 Subject to availability of financing (which cannot be assured) the Company intends to carry out exploration and metallurgical work in accordance with recommendations provided in the preliminary feasibility study. (a)
      Getty North Property Exploration Prior to the acquisition of the Getty North Property by the Company from Robak and Masco, Robak held the Getty North Property for approximately two decades. During that period, in excess of $350,000 was spent on exploration work on the property consisting of silt 23


---

and soil sampling, trenching and bulk sampling. Since the date of the Company’s acquisition of the Getty North Property to December 31, 2011, the Company has completed $9,023,198 of exploration work on the property, consisting of aerial photographic surveys and base map production, diamond drilling, geological mapping, assaying, induced polarization and magnetics geophysical surveys, soil geochemical surveys, metallurgical testing, and resource calculations. The following table is a brief summary of documented drilling: Getty North 
    Summary of Drilling Period
        Company
        Type
        Holes
        Metres1956-1957
        Northlodge Copper
        Diamond
        27
        2,995Beaverlodge Diamond Uranium-FarwestTungsten Group1957-1959
        Kennecott Copper
        Diamond
        2
        3451964-1965
        North Pacific Mines
        Diamond
        8
        2,349Percussion
        17
        8061965-1966
        Canex Aerial Exploration
        Diamond
        16
        2,015(Now known as Placer-Dome)1967
        Isaac Schulman Syndicate
        Diamond
        4
        8461968-1969
        Noranda Exploration
        Diamond
        7
        9571970
        North Pacific Mines
        Percussion
        25
        1,1491971-1972
        Getty Mining Pacific
        Percussion
        16
        1,765Diamond
        3
        6351972-1973
        Quintana Minerals
        Percussion
        16
        2,0041993
        Getty Copper Corp.
        Diamond
        5
        557.91995
        Getty Copper Corp.
        Diamond
        33
        7,652.61996
        Getty Copper Corp.
        Diamond
        41
        10,691.51997
        Getty Copper Corp.
        Diamond
        64
        17,444.52004
        Getty Copper Inc.
        Diamond
        16
        4,711.6
 Also in 2004, the Company completed $979,963 of exploration in the Getty North area. A 980 metric tonne bulk sample of oxidized material was removed from the Getty North deposit and stored near the Getty South deposit. A 10-hole diamond drill program tested areas southeast of the Getty North deposit with only locally anomalous copper results being obtained. A combined line cutting, IP, multi-element geochemical soil sampling and drilling program was carried out on the Getty North Extension target immediately northeast of the Getty North deposit. The surveys produced weak copper, lead, gold, and molybdenum anomalies and weak to moderate IP anomalies that when drilled returned locally weakly anomalous copper in altered and sheared intrusive rocks. In 1997, the Company undertook a $3 million program of drilling and sampling on the Getty North Property. As of December 31, 1997, the Company had completed 64 diamond drill holes totalling 17,444.5 metres (57,235.4 ft). These holes were systematically drilled on sections 30 metres apart to provide the density of data points required for an independent mineral deposit update. The Company, in 2006, embarked on a metallurgy test program of its copper sulphide and copper oxide samples at SGS Lakefield Research Limited in Lakefield, Ontario. The test program determined the leach parameters and optimum chemistry for leaching copper from Getty’s resource samples which had been forwarded to Lakefield. Additionally the Company contracted with Innovat Limited of Ontario to test the viability of using Innovat’s proprietary continuous vat leaching system to extract copper from the samples provided to Lakefield. The pilot plant testing confirmed the viability of the Innovat continuous vat leaching system and the Issuer negotiated a non-exclusive license to commercially exploit the technology, however, the Company is no longer pursuing this exclusive agreement with Innovat, and is reviewing another method. 24


---

During 2008 and until July 2009 the first version of the PFS was completed. and after receipt of comments from technical staff at the British Columbia securities commission it was amended and refilled at www.SEDAR.com where it can be downloaded Mineralization The Getty North deposit is situated in the north central portion of the Guichon Batholith, an area the Company believes has a favourable structural trend of copper deposits. The Company believes the deposit is predominantly hosted by quartz diorite of the Guichon variety cut by dykes and breccia zones. Sericite, chlorite and carbonate associated with copper mineralization overprints the protolith mineral assemblage. Cross sections 30 meters apart based on extensive drilling (132 holes from 1993 to 1997) were used in the resource calculation, and over 200 holes were used in geological interpretation. These sections show that the mineralization occurs in a shape similar to an inverted “horseshoe” containing a central zone of lower grade mineralization. The Getty North deposit displays continuity in a north northwest direction for a distance of at least 300 metres, ranging from 50 to over 150 meters wide in an east northeast-west southwest direction. Intrusive contacts and faulting, as seen in drill core, both control and displace mineralization, and dip steeply to the southwest. In the central and north portions of the deposit a well-developed zone of oxidation occurs to a depth of more than 100 metres. In this area, oxidation of the primary sulphides is generally complete. Copper mineralization in the oxidized zone consists of chrysocolla, malachite, azurite, cuprite, copper manganese oxides, native copper and chalcocite. Primary sulphides generally occur below the oxidized zone and consist of, in order of abundance, pyrite, chalcopyrite, bornite, chalcocite and molybdenite. Approximately 15% of the Getty North deposit is covered by unmineralized tertiary volcanic rock, varying in thickness from 2 metres to 70 metres. Reserves In May 2010, West Coast Environmental and Engineering (WCE) updated the July 2009 PFS which covers the Getty North and Getty South deposits. Both the 2009 and updated 2010 PFS documents were filed on www.SEDAR.com as technical reports forming part of Getty’s continuous disclosure record. WCE is a consulting engineering firm comprised of independent, qualified technical personnel with multiple disciplines who are professionally registered and certified in their respective disciplines in Canada and/or the USA. The purpose of the PFS was to provide estimates of copper and molybdenum resources and probable reserves in accordance with Canadian mining disclosure standards within the Getty North and South deposits, prepare preliminary mining and processing plans, and perform an economic analysis to determine the feasibility of the project on a 100 % project basis (meaning the PFS includes 100 % of the Getty South claims although they are only 50 % owned by Getty the other 50% being owned by Robak). The updated copper and molybdenum Indicated and Inferred Mineral Resource estimates determined independently by WCE in the PFS for the Getty North deposits. These resources were modeled by Mr. Ed Switzer using MineSight software to meet NI 43 101 Technical Report requirements and vetted by responsible “qualified person” (QP- as defined in NI 43-101) Mr. Craig Parkinson and Mr. Todd Fayram the second QP for the PFS. A total of 49.691 Probable Reserves at 0.397% Cu. and 69.258 million tonnes of Indicated mineral resources at an average copper grade of 0.37 % Cu, 0.005 Mo% and an additional 18.166 million tonnes of Inferred mineral resources at a copper grade of 0.271 % Cu, 0.005 Mo% have been determined by WCE in the PFS. The inferred mineral resources were not used for purposes of the PFS calculations of NPV and reserves The Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards state, in part, that a mineral resource is an occurrence of natural solid material in the Earth’s crust in such form, quantity, and quality (grade) that the material has a reasonable prospect for economic extraction. The location, quantity, grade, continuity, and geologic characteristics of the Getty North mineral resource are known and have been adequately interpreted from the available geologic evidence, data, and analytical test results. The Getty North mineral resource has a reasonable prospect for economic extraction by modern surface and underground mining methods given the current metal prices and economic conditions. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The sulphide copper is proposed to be treated using conventional milling and flotation as is done worldwide to produce copper concentrates. Any copper concentrate that might be produced is proposed to be pressure leached on site with industrially proven, low temperature-pressure oxidation autoclaving followed by solvent extraction and electro-winning (SX/EW) to produce high quality cathode copper metal. Pressure oxidation of copper concentrates is a rapidly emerging industrially applied and environmentally sound technology. The proposed pressure oxidation facility at the Getty property would be based on this proven industrial technology. It would potentially offer the advantages of a large-scale application of the technical and financial advantages of low pressures and temperatures assuming that the planned study is positive. However, at this time there can be no assurance that the proposed preliminary-feasibility study will indicate that the quality of the present resources will be upgraded to the status of reserves, or that the 25


---

planned processes will be able to produce cathode copper material as proposed. The above plans for producing copper concentrates and cathode copper may not be economically achievable even though the testing and planning to date indicate that the copper cathode could potentially be produced using the planned processes. (b)
      Getty South Property No operational mines exist on the Getty South Property, and any existing historical workings have been sealed as required under British Columbia law. Exploration History The property was acquired by Trojan Exploration Limited in 1955 and was explored by Trojan Consolidated Mines Limited by surface and underground methods. Recovery of copper values by diamond drilling at that time was poor. Approximately one million dollars was spent on exploration during the period 1955 to 1973. The following work was performed by previous operators before the Company acquired the property: Surface diamond drilling - 15,556 metres; Underground diamond drilling - 1158 metres; Percussion drilling - 319 metres; Underground drifting - 1719 metres; Two compartment shaft - 49.1 metres; and Surface trenching - 396 metres. In 1992, an independent consultant performed a mineral deposit estimate based on physical work completed on the Getty South Property prior to the Company’s acquisition of the property. In 1996, the Company undertook a thirteen diamond drill-hole program aggregating 3236 meters of drilling that provided assay results that were lower than anticipated, and the Company had determined that the drilling completed at that time was not reliable for determining grade. As part of a systematic assessment of the grade and extent of near-surface oxide/sulphide-copper mineralization at the Getty South deposit, a program of surface trenching consisting of 13 trenches totalling approximately 1572 metres in aggregate length was completed as of December 31, 1997. The assay results to date indicate that significant concentrations of copper, mostly as leachable oxide copper, occur over an area measuring approximately 240 metres by 40 metres. Additionally, significant results were obtained approximately 200 metres to the south. The Company has completed initial exploration work of its own on the Getty South Property, including aerial photographic surveys and base map production, drilling, trenching, assaying, geophysical, geochemical and geological work, at a cost of $1,399,632 to December 31, 2011. In May 2010, West Coast Environmental and Engineering (WCE) updated the July 2009 PFS which covers the Getty North and Getty South deposits. Both the 2009 and updated 2010 PFS documents were filed on www.SEDAR.com as technical reports forming part of Getty’s continuous disclosure record. WCE is a consulting engineering firm comprised of independent, qualified technical personnel with multiple disciplines who are professionally registered and certified in their respective disciplines in Canada and/or the USA. The purpose of the PFS was to provide estimates of copper and molybdenum resources and probable reserves in accordance with Canadian mining disclosure standards within the Getty North and South deposits, prepare preliminary mining and processing plans, and perform an economic analysis to determine the feasibility of the project on a 100 % project basis (meaning the PFS includes 100 % of the Getty South claims although they are only 50 % owned by Getty the other 50% being owned by Robak). The updated copper Indicated and Inferred Mineral Resource estimates determined independently by WCE in the PFS for the Getty South deposits. These resources were modeled by Mr. Ed Switzer using MineSight software to meet NI 43 101 Technical Report requirements and vetted by responsible “qualified person” (QP- as defined in NI 43-101) Mr. Craig Parkinson and Mr. Todd Fayram the second QP for the PFS. A total 36.870 million tonnes at 0.405 Cu% and 45.148 million tonnes of Indicated Mineral Resources at an average copper grade of 0.377 % Cu and an additional 23.593 million tonnes of Inferred mineral resources at a copper grade of 0.278 % Cu have been determined by WCE in the PFS. The inferred mineral resources were not used for purposes of the PFS calculations of NPV and reserves This annual report on Form 20-F may include the terms “mineral resource,” “indicated mineral resource” and “inferred mineral resource”. Investors are advised that these terms are defined in and required to be disclosed under Canadian rules by National Instrument 43-101 (“NI 43-101”). However, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. 26


---

Mineralization The Getty South deposit is hosted within a breccia zone measuring approximately 600 metres from north to south, and 300 metres in width, which intrudes Guichon variety quartz diorite of the Guichon Creek Batholith. This breccia body is one of several which occur within a well-defined northerly trending structural zone of faulting and minor intrusions (dykes) that extends for 9 kilometres from the JA deposit through the Bethlehem ore bodies and on through to the Getty North deposit. The breccia body consists of fragments of quartz diorite and dacite porphyry set in a matrix of finely broken and crushed rock and secondary minerals such as quartz and tourmaline. Mineralization in the form of specular hematite, chalcopyrite and secondary copper minerals, such as malachite, azurite, chrysocolla, cuprite and native copper occurs mostly between rock fragments and along structurally controlled veinlets and crush zones. Drilling The Getty South deposit has been less thoroughly drill tested than the Getty North deposit, but has been explored by one underground level comprising a 45-metre shaft, approximately 1775 metres of drifting and crosscutting and approximately 1477 metres of underground diamond and percussion drilling. Although 15,550 metres of surface drilling were completed by previous operators, it is reportedly of poor quality and thus is not a reliable base for calculating the copper mineral resource. During 1996, the Company completed an initial 13-hole reconnaissance large diameter diamond drilling program totalling 3236.2 metres that returned copper results lower than anticipated. Previous engineering reports concluded that diamond drilling results based on poor recovery have proven unreliable when compared with underground development sampling, and that diamond and percussion drilling results to date do not match the overall grades returned from the currently interpreted areas of mineralization from the underground muck and bulk samples. Closely spaced large diameter diamond or reverse–circulation (RC) drilling has been recommended as a better method to determine the grade of near surface mineralization in the breccia deposit Reopening the underground workings are being considered. Underground development The Getty South has been developed by a 45 meter (150 foot) vertical shaft and over 1500 meters of horizontal development and at least one raise. Development took place in at least four campaigns from 1957 to 1974. Development took place primarily to test the highest grade known mineralized zones. Resource estimates were based primarily on the muck and bulk sample grades with additional data from mineralized and geological information derived from the drilling and 1997 trenching results. Planned Exploration for 2012. Subject to availability of financing (which cannot be assured) the Company intends to carry out exploration and metallurgical work in accordance with recommendations provided in the preliminary feasibility study. (c)
      Getty Central Property The Company has completed initial exploration work of its own on the Getty Central, including aerial photographic surveys and base map production, geochemical soil sampling, prospecting, geophysical surveys and geological work, at costs to December 31, 2011 of $58,024 for the Getty Central Property. Exploration The Getty Central Property is in the early exploration stage, and there is insufficient data to establish whether proven or probable reserves exist on the property. There are no existing mines on the property. No exploration expenditures are planned in 2012. (d)
      Getty Southwest Property Exploration The Company has completed initial exploration work of its own on the Southwest Property including aerial photographic surveys and base map production, geochemical soil sampling, prospecting, geophysical surveys and geological work, at costs to December 31, 2011 of $401,097. The Getty Southwest Property is in the early exploration stage, and there is insufficient data to establish whether proven or probable reserves exist on the property. There are no existing mines on the property. No exploration expenditures are planned in 2012. Drilling In 2004, HVC completed 6 diamond drill holes following up geological and IP targets. No potentially economic mineralization was encountered. Part of a large post mineral Eocene volcanic center was defined. 27


---

(e)
      Getty Northwest Property The Getty Northwest Property is comprised of 32 mineral claims acquired by the Company by staking. These claims are subject to a 1.5% net smelter return royalty reserved in favour of Robak. The Getty Northwest Property is in the early exploration stage, and there is insufficient data to establish whether proven or probable reserves exist on the property. There are no existing mines on the property. The Company has not planned any exploration on the property for 2012, and any plans to develop a new mine on the property would be based on a full-scale feasibility study, if any, to determine the commercial feasibility of a mining operation on the property. Exploration History The Company has completed initial exploration work of its own on the Getty Northwest Property, including aerial photographic surveys and base map production, drilling, geochemical soil sampling, prospecting, geophysical surveys and geological mapping, at a cost to December 31, 2011 of $1,992,796. HVC in 2004 completed a large line cutting and IP program over the area. Drilling During 1996, one exploratory diamond drill hole 254.4 metres (834 ft) deep was drilled, but no significant results were obtained. In 2004, HVC completed eight diamond drill holes following up the IP program. Only locally weakly anomalous copper and zinc results were obtained usually in hornfelsed volcanic rocks overlying the intrusive rocks. HVC also completed one drill hole 500 meters east of the Glossie mineral occurrence in which a thick sequence of Eocene volcanics was intersected. Pyritized sections returned weakly anomalous gold. Planned Exploration for 2012 Subject to availability of financing (which cannot be assured), the Company intends to carry out exploration and metallurgical work in accordance with recommendations provided in the preliminary feasibility study. ITEM 4A
        UNRESOLVED STAFF COMMENTS
 Not applicable. ITEM 5
        OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 Critical Accounting Policies Under Canadian generally accepted accounting principles, corporate/administrative expenses are written off yearly and exploration and property acquisition expenses deferred (or capitalized). Such acquisition and exploration costs are written off where the Company seeks to abandon a property due to exploration program results which appear to warrant abandonment or when it appears the deferred costs may not be recoverable. Acquisition costs and exploration expenditures are financed through a combination of cash and common share issuances. Conversion to International Financial Reporting Standards In February 2008, the CICA announced that Canadian GAAP for publicly accountable enterprises will be replaced by International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (the “IASB”) for fiscal years beginning on or after January 1, 2011. Companies are required to provide IFRS comparative information for the previous fiscal year. The transition date of January 1, 2011 requires the restatement, for comparative purposes, of amounts reported by the Company for the year ended December 31, 2010, in accordance with IFRS as issued by the IASB. . Overview The Company is currently an expenditure-based organization whose business strategy is to acquire, explore and conduct detailed engineering and economic analysis of mineral deposits which have large tonnage and multi-year operation potential. None of the Company’s currently held or to be acquired mineral deposits currently hosts a mineral resource that can be said to be economic at current metals prices. The Company’s financial statements are prepared on the basis that it will continue as a going concern. Given that the Company has no source of significant revenue this assumption is always subject to the further assumption that there will continue to be investment interest in funding large tonnage metal deposits which are not known to be economic in the current environment. The Company can 28


---

give no assurance that it will continue to be able to raise sufficient funds and should it be unable to continue to do so, may be unable to realize on the carrying value of its resource project and the net realizable value could be materially less than the Company’s liabilities with a potential for total loss to the Company shareholders. The Company does not believe that it is significantly impacted by the effects of inflation and the Canadian dollar has fluctuated in a relatively narrow band to the United States dollar (US$1.00: Cdn$0.97 to $1.29) during these three years. The Company has not been materially affected by government economic, fiscal, monetary or political policies and the outlook for the Company’s assets primarily relate to the outlook for copper. For information relating to the historical prices for copper and gold, see “Trend Information” below. A.
      OPERATING RESULTS Operating Results–Fiscal 2011 Compared with Fiscal 2010 At December 31, 2011, the registrant had a working capital deficit of ($8,087) compared to working capital of $147,528 at December 31, 2010. During the year ending December 31, 2011, the decrease in working capital is a result of funds used to pay expenses. The Company has no source of revenue and has historically relied on funds raised from time to time through , through unregistered private placement of securities. Current liabilities at December 31, 2011 decreased to $92,454 from $266,953 at December 31, 2010. Net deferred exploration expenditures incurred during the year ended December 31, 2011 $467,837 compared to $153,919 spent during the year ended December 31, 2010. See Note 6 of the financial statements. Shareholder equity increased to $4,497,496 during the year ended December 31, 2011 form $4,218,553, due to 1,400,000 shares issued to Effisolar as payment for the Quantec work program. The Company has no source of income, other than interest earned on funds held in a term deposit. The reduction in net loss is attributed to $171,971of accounts payable written off at December 31, 2011. The Company earned $1,047 in interest income for the year ending December 31, 2011, compared to $373 at December 31, 2010. Operating Results–Fiscal 2010 Compared with Fiscal 2009 At December 31, 2010, the registrant had working capital of $147,528 compared to working capital deficit of ($3,534) at December 31, 2009. During the year ending December 31, 2010, the increase in working capital resulted from an unregistered private placement of 6,000,000 common sharesby the Company, at $0.12 per share, for gross proceeds of $720,000. General and administration expenses, as well as the recognition of an indemnity payable to a director offset the increase. Current liabilities at December 31, 2010 decreased to $266,953 from $338,540 at December 31, 2009. Net deferred exploration expenditures incurred during the year ended December 31, 2010 were $153,919 compared to $66,355 spent during the year ended December 31, 2009. See Note 4 of the annual financial statements. Shareholder equity increased to $4,218,353 during the year ending December 31, 2010 from $3,842,187 December 31, 2009, due to 6,000,000 shares issued at $0.12 through a private placement in December 2010. The Company had no source of income during the years ended December 31, 2010 and 2009, other than interest earned on funds held in a term deposit. The Company earned $373 in interest income for the year ended December 31, 2010, compared to $7,051 during the year ended December 31, 2009. The decrease is due to a depletion of funds spent on expenditures. The Company received $26,949 in 2010 from WorkSafe BC as a rebate which came about due to a no claim history and $499 income tax recovery. B.
      LIQUIDITY AND CAPITAL RESOURCES As at March 31, 2012, the Company’s cash and short term investments was $30,958 compared to cash and short term investments of $262.524 as at March 31, 2011. The Company’s cash and short-term investments at December 31, 2011 were $66,272, compared to $384,840 at December 31, 2010. The The Company owns land and a small office/storage building in Logan Lake, British Columbia, which is encumbered by a first mortgage in the amount of $78,236 as of May 1, 2012, which matures on October 1, 2012. The Company does not have any other material commitments for capital expenditures and accordingly can remain relatively flexible in gearing its activities to the availability of funds. As of the fiscal 2011 year end, the Company estimates that the cost of maintaining its corporate administrative activities at approximately $20,000, exclusive of legal fees, per month. Accordingly, the Company’s management estimates that a minimum of 29


---

$240,000 will be needed to maintain its corporate status and assets over the ensuing one-year period. As a result, the Company’s current working capital at March 31, 2012 is not adequate to ensure continued viability over this period of time. Financing for the Company’s operations has historically been funded primarily from private placements and to a lesser extent the exercise of share purchase warrants and share purchase options. The Company is currently pursuing financing opportunities, but there can be no assurance that the Company will be able to raise additional financing on terms that are acceptable to it, or at all; nor can there be any assurance that any of the outstanding share purchase warrants or stock options of the Company will be exercised. During the year ended December 31, 2010, the Company offered and sold 6,000,000 shares at $0.12 each, in an unregistered private placement for gross proceeds of $720,000. The Company paid $36,935 in cash and issued 325,000 warrants as finder’s fees. Each warrant is exercisable into one share at $0.12 until June 13, 2012. The Company has not raised financing since the completion of its private placement in 2010, although it did issue 1,400,000 shares to Effisolar at a deemed price of $0.30 per share in April 2011 to pay for the Quantec work program. If the Company is unable to raise additional capital it will need to curtail its operations and the Company may be materially adversely affected. Financial Instruments The Company keeps its financial instruments denominated in Canadian dollars and does not engage in any hedging operations with respect to currency or in-situ minerals. Funds which are currently excess to the Company’s needs are invested in government of Canada or like debt obligations and other short term near cash investments pending the need for the funds. . C.
      RESEARCH AND DEVELOPMENT The Company is a mineral exploration company and accordingly does not have a program of intellectual property development or patenting or licensing issues. D.
      TREND INFORMATION As a mineral exploration company, the Company’s activities are somewhat cyclical as metals prices have traditionally been cyclical in nature. The basic trend through the last few years for metal prices has been positive. Copper is a commodity metal used extensively in the housing, electrical and automotive industries and accordingly, demand for copper varies directly with general economic conditions. As reported by Bloomberg on June 15, 2011, copper fell for the fifth time in six sessions on concern that rising interest rates may curb demand in China, the world’s biggest metals consumer. Currently, the price of copper is approximately US$3.63 per pound as if April 15, 2012. E.
      OFF-BALANCE SHEET ARRANGEMENTS Not applicable F.
      TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS The Company is committed to make monthly payments of $3,000 to related parties for management fees and rent. Total
        
        
        less than a year
        
        
        1-3 yearsRent
        $
        6,000
        
        
        --
        
        $
        6,000Management Fees
        $
        30,000
        
        
        --
        
        $
        30,000Consulting Fees
        $
        30,000 US$
        
        
        --
        
        $
        30,000 US$
 The Company owns land and a small office/storage building in Logan Lake, British Columbia, which is encumbered by a first mortgage in the amount of $78,236 as of May 1, 2012. The mortgage matures on October 1, 2012 and requires monthly payments of $756 including interest at 7.5% per annum and is repayable on October 1, 2012. However, a third party has committed to the payout of this mortgage and to the remortgage of the Company’s Logan Lake Property for the amount of the existing mortgage payout. 30


---

ITEM 6
        DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
  A.
      Directors and Senior Management as of April 16, 2012 Name, Position andPlace of Residence
        Period a Director of the Issuer
        Shares BeneficiallyOwned or Controlled(1)
        Percentage of SharesOutstandingCorby G. Anderson PhD CEng
          President, CEO, COO, Director
          Butte, Montana, USA
        June 12, 2006 to date
        571,500 Shares
        0.5%John B. Lepinski
          Managing Director
          Coquitlam, British Columbia
        June 30, 1992 to date
        20,337,220 Shares
        23.03%Donald R. Willoughby FCA
          Chief Financial Officer, Director
          Vancouver, British Columbia
        June 30, 1992 to date
        395,000 Shares
        0.4%Robert H. Peterson
          Director
          Boise, Idaho, USA
        August 16, 2007 to date
        25,000 Shares
        0.03%Edward Leung, CGA
          Director
          Vancouver, British Columbia
        January 26, 2005 to date
        NIL
        0%Dennis Milburn, CA
          Director
          Langley, British Columbia
        May 20, 2008 to date
        NIL
        0%
 Notes:(1) The information as to shares beneficially owned or controlled is furnished by the respective directors as of April 16, 2012 and does not include stock options. Occupation of Current Management and directors of Getty CORBY ANDERSON – President, CEO, COO, Director. Dr. Corby Anderson CEng FIChemE, is the President of Allihies Engineering Incorporated. JOHN B. LEPINSKI – Managing Director. John B. Lepinski is owner manager of a liquor distribution business and has forty years experience in mining related enterprises. He is also the principle shareholder, director and officer of several private companies and has served as a director of other public companies during the past twenty years. DONALD R. WILLOUGHBY, FCA – Chief Financial Officer and Director. Mr. Willoughby is a Fellow Chartered Accountant. He is also a shareholder, director and officer of several private companies and has served as a director of other public companies during the past twenty years. ROBERT H. PETERSON – Director, Mr. Robert H. Peterson has a Bachelor of Science degree in Electrical Engineering. He has also completed the Management Program for Executives and has received an Alfred P. Sloan Fellowship Award in M.S. Management. Mr. Peterson has over 40 years of experience in the mining sector. CHARLES MITCHELL, LLB, BA- Director, Mr. Charles Mitchell has a Bachelor of Law and Bachelor of Arts degrees and is a lawyer for Rogers Oil & Gas Inc. (Resigned May 16, 2011) EDWARD LEUNG, CGA – Director, Mr. Edward Leung is a certified general account and has over 25 years experience in the accounting and finance sector. Mr. Leung has a Bachelor of Business Administration degree. DENNIS MILBURN, CA – Director. Mr. Dennis Milburn is a geologist and chartered accountant and has more than 40 years experience in the resource sector. 31


---

B.
      Compensation During the Company’s financial year ended December 31, 2011, the aggregate remuneration paid or payable to the Company’s directors and senior officers or companies or professional firms with which the directors or officers are associated, for rent, accounting, legal services, geological consulting fees by a director was $130,509. Dr. Corby Anderson, President and director of the Company, and Mr. Donald R. Willoughby, Chief Financial Officer and a director of the Company, are each a “Named Executive Officer” of the Company for the purposes of the following disclosure. The compensation paid any Named Executive Officers during the Company’s three most recently completed financial years is as set out below: Name and
          Principal
          Position
        Year
        Annual Compensation
        Long Term Compensation
        All Other
          Compensation
          ($)Salary
          ($)
        Bonus
          ($)
        Other Annual
          Compensation
          ($)
        Awards
        PayoutsSecurities
          Under
          Options
          Granted
          (#)
        Restricted
          Shares or
          Restricted
          Share
          Units
          ($)
        LTIP
          Payouts
          ($)Dr. Corby
          Anderson,
          President
          since July
          20, 2007
        2011
          2010
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        $30,2201
          $31,3191Donald
          Willoughby,
          CFO
        2011
          2010
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        $24,5932
          $16,0822John
          Lepinski,
          Managing
          Director,
        2011
          2010
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        $36,0003
          $36,0003Bernhard
          Zinkhofer,
          Corporate
          Secretary
        2011
          2010
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        Nil
          Nil
        $30,3754
          $72,7454
  1.
      Consulting fees paid to Allihies Engineering Inc., a company controlled by Corby Anderson.2.
      Fees paid to a professional accounting firm, of which Mr. Willoughby’s professional corporation is associated.3.
      This amount represents the $2,500 per month billed by Freeways Properties Inc. a company controlled by John Lepinski, for management fees and $500 per month billed by Deborah Resources Ltd. , a company controlled by John B Lepinski for office rental.4.
      Fees paid to a professional legal firm, of which Mr. Zinkhofer is associated. Termination of Employment, Change in Responsibilities and Employment Contracts There are no compensatory plans or arrangements with respect to the Named Executive Officers resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a change of the Named Executive Officer’s responsibilities following a change in control. There are no arrangements under which directors were compensated by the Company during the financial year ended December 31, 2011 for their services in their capacity as directors and consultants except as herein disclosed. An accounting firm in which a director of the Company is associated charged the Company $24,593 (2010 - $16,082) for accounting fees related to tax filings, quarterly report review and other professional accounting related matters. The Company paid $30,375 (2010 - $72,745) in legal fess to a firm that Bernhard Zinkhofer, Corporate Secretary, is associated with. A Company controlled by the current president, Dr. Corby G Anderson billed the Company $30,220 (2010 $31,319) for consulting services. For the year ending December 31, 2011 and 2010, the Company also paid $6,000 office rent and $30,000 management fees to companies controlled by the managing director. 32


---

C.
      Board Practices All directors were re-elected at the June 17, 2011 annual general meeting and have a term of office expiring at the next annual general meeting of the Company to be held on June 15, 2012 and it is anticipated that all existing directors will be re-elected at that meeting. All officers have a term of office lasting until their removal or replacement by the Board of Directors. At the June 17, 2011 directors meeting, Messrs. Leung CGA and Peterson, all independent directors, were appointed to the Company’s Audit Committee, and later in 2012, Donald R. Willoughby FCA, CFP was appointed to the audit committee, Mr. Willoughby is a non-independent director. The Board also appointed Messrs. Milburn CA, Willoughby FCA and Anderson PhD.CEng to the Nominating and Corporate Governance Committee. All Board committees are reviewed annually by the directors of the Company at the first meeting of the Board held after the Company’s annual general meeting. The primary function of the Audit Committee is to review the financial statements of the Company before they are submitted to the board for approval. The Audit Committee is also available to assist the Board if required with matters relating to the appointment of the Company’s auditor and the overall scope and results of the audit, internal financial controls, and financial information for publication for various purposes. The Company has no remuneration committee. D.
      Employees At December 31, 2011, 2010 and 2009 the Company had one direct employee. E.
      Share Ownership As of April 16, 2012 an aggregate of 3,575,000 Shares have been reserved for issuance pursuant to the following director, executive officer, consultant and service provider stock options: At the annual general meeting held June 25, 2007, the shareholders passed a resolution increasing the number of reserved shares under the Plan to 6,700,000. (a) Incentive OptionsNumber of
        Exercise Price
        Date of Grant
        Expiry DateOption holder
        Shares
        per Share(1)
        (m/d/y)
        (m/d/y)Donald Willoughby FCA, CFP
        275,000
        $0.10
        8/18/2009
        08/14/2014John Lepinski
        400,000
        $0.10
        8/18/2009
        08/14/2014Edward Leung CGA
        250,000
        $0.10
        8/18/2009
        08/14/2014Dr. Corby G. Anderson CEng FIChemE
        1,250,000
        $0.10
        8/18/2009
        08/14/2014Robert Peterson
        250,000
        $0.10
        8/18/2009
        08/14/2014Dennis Milburn CA
        250,000
        $0.10
        8/18/2009
        08/14/2014Bernhard Zinkhofer
        250,000
        $0.10
        8/18/2009
        08/14/2014George Heard
        250,000
        $0.10
        8/31/2011
        8/31/2013Joe Martin
        250,000
        $0.10
        8/31/2011
        8/31/2013Marilyn Young
        150,000
        $0.10
        8/18/2009
        08/14/2014
 Notes: (1) As of April 16, 2012 no options were exercised. Securities Held By Insiders As at April 16, 2012 the directors and officers of the Company and their affiliate companies held as a group, directly and indirectly, own or control an aggregate of 21,328,720 common shares (24.15%) and hold 2,925,000 options . Material Terms of theCompany’s Stock Option Plan (The “Plan”)Eligible Optionees Under the policies of TSX V, to be eligible for the issuance of a stock option under the Plan an Optionee must either be a director, officer, employee, consultant or an employee of a company providing management or other services to the Company at the time the option is granted. Options may be granted only to an individual or to a company that is wholly-owned by individuals eligible for an option grant. If the option is granted to a company, that company must provide the TSX V with an undertaking that it will not permit any transfer of its 33


---

shares, nor issue further shares, to any other individual or entity as long as the incentive stock option remains in effect without the consent of the TSX V. Material Terms of the Plan The following is a summary of the material terms of the Plan: (a)
      all options granted under the Plan are non-assignable and non-transferable and for a period of up to 10 years;(b)
      for stock options granted to employees or service providers (inclusive of management company employees), the Company is required to represent that the proposed Optionee is a bona fide employee or service provider (inclusive of a management company employee), as the case may be, of the Company.;(c)
      if an Optionee ceases to be employed by the Company or to provide services to the Company (other than as a result of termination with cause) or ceases to act as a director or officer of the Company or a subsidiary of the Company, any option held by such Optionee may be exercised within 90 days after the date such Optionee ceases to be employed as an officer or director or, as the case may be, or within 30 days if the Optionee is engaged in investor relations activities and ceases to be employed to provide investor relations activities;(d)
      the minimum exercise price of an option granted under the Plan must not be less than the closing price for the Company’s common shares as traded on the TSX V on the last trading day before the date that the option is granted less allowable discounts as permitted by the TSX V of up to 25%; and(e)
      no Optionee can be granted an option or options to purchase more than 5% of the outstanding listed shares of the Company in a one year period. 1.
      Vesting of options is at the discretion of the board of directors and will be subject to a) and b).2.
      Options granted to Consultants retained by the Company pursuant to a short term contract or for a specific projects with a finite term, will be subject to such vesting provisions determined by the board of directors of the Company at the time of the Option Commitment is made, subject to Regulatory Approval. The Company will obtain “disinterested” shareholders' approval (described below) if: (a)
      the number of options granted to Insiders of the Company exceeds 10% of the Company’s outstanding listed shares; or(b)
      the aggregate number of options granted to Insiders of the Company within a one year period exceeds 10% of the Company’s outstanding listed shares; or(c)
      the number of options granted to any one Insider and such Insider’s associates within a one year period exceeds 5% of the Company’s outstanding listed shares; or(d)
      the Company is decreasing the exercise price of options previously granted to Insiders. Disinterested Shareholder Approval If options are granted by the Company under the Plan, which trigger the requirement for disinterested shareholder approval (“DSA Options”), the DSA Options need to be presented to shareholders of the Company for approval at an annual general or special meeting of the Company. No DSA Options can be exercised by the Optionee until disinterested shareholder approval has been obtained. “Disinterested shareholder approval” means the approval by a majority of the votes cast by all shareholders of the Company at the shareholders’ meeting excluding votes attached to listed shares beneficially owned by “Insiders” of the Company (generally officers and directors) to whom the DSA Options have been granted under the Plan and Associates of those Insiders. At the June 25, 2007 annual general meeting shareholders approved a resolution increasing the number of shares in the Company’s fixed share option plan to 6,700,000. The amendment to the Company’s fixed share option plan had been previously approved by the TSX Venture Exchange. 34


---

ITEM 7
        MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  A.
        Major Shareholders
 To the extent that the following information is known to the Company or can be ascertained from public filings, the following shareholders beneficially own more than 5 % of the Company’s voting securities as of April 16, 2012: John Lepinski 20,337,220 23.03% Ralph Berezan 16,533,410 18.74% Lisa Lepinski 8,486,779 9.6% (wife of John Lepinski) Brent Lepinski 7,057,386, 7.9% (son of John Lepinski) The Company’s securities are recorded on the books of its transfer agent in registered form, however, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and the Company does not have knowledge or access to information about of the beneficial owners thereof. To the best of its knowledge, the Company is not directly or indirectly owned or controlled by a corporation or foreign government. As of December 31, 2011, the Company had unlimited authorized common shares without par value of which 88,292,537 (April 16, 2012: 88,292,537) The Company’s major shareholders do not have voting rights different from other holders of the Company’s common shares. Under the British Columbia Securities Act,insiders (generally officers, directors, holders of 10% or more of the Company’s shares) are required to file insider reports of changes in their ownership within 5 days of the date of trade. Insider reports can be viewed online at www.SEDI.ca. As of March 31, 2012 there were 58 registered shareholders of record holding a total of 88,292,537 common shares of the Company. To the best of the Company’s knowledge there were 38 registered shareholders of record with registered addresses in Canada, 12 shareholders of record with registered addresses in the United States and 6 shareholders of record with registered addresses in other countries holding approximately 87,908,490 (99.57%)- 380,922 (0.43%) and 3,125 (0.00%) of the outstanding common shares, respectively. Shares registered in intermediaries were assumed to be held by residents of the same country in which the clearing house was located. B.
        Related Party Transactions
 No director or senior officer, and no associate or affiliate of the foregoing persons, and no insider has or has had any material interest, direct or indirect, in any other transactions, or in any other proposed transaction, which in either such case has materially affected or will materially affect the Company or its predecessors during the year ended December 31, 2011. In April, 2009, the Company reached a settlement with one of its directors, to indemnify him for approximately 88% of legal expenses incurred during 2004 to 2007 in connection with his prosecution of legal actions against former directors who were alleged to have improperly attempted to impugn for ulterior reasons the 2002 “MPISA described above. The settlement was premised on the fact that the director's legal actions were of benefit to the Company in the conduct of its own litigation in defence of the MPISA. The settlement provides that the director will be entitled to receive $650,000 by way of a secured debenture for $600,000 payable January 2, 2014 and bearing interest at 6%, plus $50,000 cash upon execution of a definitive agreement. The payment must be accelerated in the event the Company completes a financing of $2 million or more or in certain customary events of default (failure to maintain the properties, insolvency etc). C.
        Interests of Experts and Counsel
 Not applicable. ITEM 8
        FINANCIAL INFORMATION
  A.
        Financial Statements and Other Financial Information
 The Company’s annual audited financial statements for fiscal years ended December 31, 2011 and 2010 can be found under Item 17 of this annual report on Form 20-F. 35


---

Legal Proceedings There are no legal or arbitration proceedings involving the Company, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on the Company’s financial position. This includes governmental proceedings pending or known to be contemplated. Dividend Policy The Company has not paid any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. All funds of the Company are being retained for exploration of its Projects. B.
        Significant Changes
 There have been no significant changes to the accompanying financial statements since December 31, 2011, except as disclosed herein. ITEM 9
        THE OFFER AND LISTING
 The Company’s authorized capital consists of an unlimited number of common shares without par value. There are no restrictions on the transferability of the Company’s common shares imposed by its constituting documents. The common shares entitle their holders to: (i) vote at all meetings of our shareholders except meetings at which only holders of specified classes of shares are entitled to vote, having one vote per common share, (ii) receive dividends at the discretion of our board of directors; and (iii) receive our remaining property on liquidation, dissolution or winding up. A.
        Offer and Listing Details
 The following information provides the price history of the Company’s common shares that are listed on the TSX-V High
        Low
        
        High
        Low($)
        ($)
        
        ($)
        ($)Annual
        
        
        By QuarterFiscal Year 2011
        0.20
        0.045
        Fiscal 2010Fiscal Year 2010
        0.17
        0.05
        First Quarter
        0.0
        0.0Fiscal Year 2009
        0.07
        0.015
        Second Quarter
        0.09
        0.05Fiscal Year 2008
        0.16
        0.015
        Third Quarter
        0.13
        0.075Fiscal Year 2007
        0.40
        0.075
        Fourth Quarter
        0.17
        0.10Monthly
        
        
        Fiscal 2011November, 2011
        0.065
        0.05
        First Quarter
        0.20
        0.09December, 2011
        0.055
        0.045
        Second Quarter
        0.14
        0.07January, 2012
        0.06
        0.045
        Third Quarter
        0.105
        0.05February, 2012
        0.06
        0.04
        Fourth Quarter
        0.065
        0.045March, 2012
        0.08
        0 04April, 2012
        0.125
        0.10
        Fiscal 2012First Quarter
        0.125
        0.04
 During the period November 24, 2009 to June 9, 2010, the Company’s common shares listed on the TSX V were under a cease trade while the British Columbia Securities Commission reviewed the Company’s Pre-feasibility study dated June 9, 2009 and filed on SEDAR, July 22, 2009. An amended Pre-feasibility was completed May 3. 2010 and filed on SEDAR on May 25, 2010. The Company resumed trading its common shares on the TSX V on June 9, 2010. B.
        Plan of Distribution
 Not applicable. 36


---

C.
        Markets
 The Company’s securities are not listed on any other stock exchange or regulated market other than the TSX-V. The registrant’s shares did not trade from November 2009 to June 6, 2010 pending resolution of technical comments of the British Columbia Securities Commission on the PFS. D.
        Selling Shareholders
 Not applicable. E.
        Dilution
 Not applicable. F.
        Expenses of the Issue
 Not applicable. ITEM 10
        ADDITIONAL INFORMATION
  A.
        Share Capital
 Not applicable. B.
        Articles of Incorporation
 The Company’s Articles of Incorporation are registered with Industry Canada under Certificate No. 197635-1 under the Canada Business Corporations Act(“CBCA”). Objects and Purposes The Company’s Restated Articles of Incorporation do not specify objects or purposes. Directors Powers and Limitations The Company’s By-laws specify that there will be a minimum of three and a maximum of seven directors. Directors automatically retire at the commencement of each annual meeting subject to being re-elected. Although the Company’s directors and officers have various fiduciary obligations to the Company, situations may arise where the interests of the directors and officers could conflict with those of the Company. The potential conflicts of interest arise as a result of common ownership and certain common directors, officers, and personnel of the Company and their associates and affiliates. These conflicts are normally resolved in accordance with the CBCA (in the case of the Company) which requires disclosures of conflicts at meetings of the directors held for the purposes, inter alia, of acquiring assets or dealing in assets in which directors have an interest. These directors are then prevented from voting on any resolution passed by the Board with respect to any such acquisition or dealing. The CBCA, however, provides that directors who have an interest in the transaction or matter can vote on any resolution if the contract they are approving is an arrangement by way of security for money lent or obligations undertaken by the director for the benefit of the Company, relating to the remuneration of the director, relating to indemnities or insurance for directors or a contract with an affiliate. The directors and officers of the Company are both by statute and at common law, required to act fairly and in the best interest of the Company and are not permitted to breach this fiduciary duty for their own benefit. While the Company does not anticipate making any loans to directors, officers or affiliates, if such a need should arise, no future loans will be made to such persons absent a bona fide, and independent business purpose. Shareholders’ Meetings Under the CBCA, the Company’s directors must call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting and may at any time call a special meeting of shareholders. 37


---

For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination, but such record date shall not proceed by more than 50 days or by less than 21 days the date on which the meeting is to be held. Under the CBCA, notice of the time and place of a meeting of shareholders shall be sent not less than 21 days nor more than 50 days before the meeting to each shareholder entitled to vote at the meeting. A National Policy Statement of the Canadian Securities Regulators extends the date by which notice must be given to shareholders. Under that National Policy Statement an advance notice of annual meeting must be published 60 days before the date of such annual meeting. As well, the National Policy Statement requires that meeting materials be sent to registered holders approximately 35 days before the meeting date, so that such registered holders can forward the materials to beneficial holders. Common Shares The holders of Common Shares are entitled to one vote for each share on all matters submitted to a vote of shareholders. There is no cumulative voting with respect to the election of directors. Accordingly, holders of a majority of the shares entitled to vote in any election of directors may elect all of the directors standing for election. Subject to preferences that may be applicable to any then outstanding Preferred Shares, the holders of Common Shares are entitled to receive such dividends, if any, as may be declared by the Board of Directors from time to time out of legally available funds. Upon liquidation, dissolution or winding up of the Company, the holders of Common Shares are entitled to share rateably in all assets of the Company that are legally available for distribution, after payment of all debts and other liabilities. The holders of Common Shares have no redemption or conversion rights. The rights, preferences and privileges of holders of Common Shares are subject to the rights of the holders of shares of any series of Preferred Shares that the Company may issue in the future. Redemption The Company has no redeemable securities authorized or issued. Pre-emptive Rights There are no pre-emptive rights applicable to the Company which provide a right to any person to participate in offerings of the Company’s securities Liquidation All common shares of the Company participate rateably in any available assets in the event of a winding up or other liquidation. No Limitation on Foreign Ownership There are no limitations under the Company’s Articles or in the CBCA or under any other Canadian law on the right of persons who are not citizens of Canada to hold or vote common shares. (See also “Exchange Controls” – below.) Dividends Dividends may be declared by the Board out of available assets and are paid rateably to holders of common shares. No dividend may be paid if the Company is, or would thereby become, insolvent. Voting Rights Each Company share is entitled to one vote on matters to which common shares ordinarily vote including the election of directors, appointment of auditors and approval of corporate changes and other matters requiring shareholder approval. Change in Control The Company has not implemented any shareholders’ rights or other “poison pill” protection against possible take-overs. The Company does not have any agreements which are triggered by a take-over or other change of control. There are no provisions in its articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. Share Ownership Reporting The articles of the Company do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to the Company’s shareholders. There are no requirements under British Columbia corporate law to report ownership of shares of the Company but the British Columbia Securities Act requires disclosure of trading by insiders including 38


---

holders of 10% of voting shares within 5 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales. Insider reports can be viewed on-line at www.sedi.ca. C.
        Material Contracts
 The Company is not subject to any material agreements except: a) settlement agreement with John Lepinski under which $550,000 is owed to Mr Lepinski and is due January 2, 2014. See Note 10 of the Financial Statements Under Item 17. b) the mortgage on the Company’s Logan Lake building. See Note 11 of the Financial Statements Under Item 17. D.
        Exchange Controls
 The Company is a Canadian Company. There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax. See “Taxation”, below. There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the Common Shares, other than as provided in the Investment Canada Act(Canada) (the “Investment Act”). The following discussion summarizes the material features of the Investment Actfor a non-resident who proposes to acquire a controlling number of Common Shares. It is general only, it is not a substitute for independent advice from an investor’s own advisor, and it does not anticipate statutory or regulatory amendments. The Company does not believe the Investment Actwill have any affect on it or on its non-Canadian shareholders due to a number of factors including the nature of its operations and the Company’s relatively small capitalization. The Investment Actgenerally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act(a “non-Canadian”), unless after review the Director of Investments appointed by the minister responsible for the Investment Actis satisfied that the investment is likely to be of net benefit to Canada. The size and nature of a proposed transaction may give rise to an obligation to notify the Director to seek an advance ruling. An investment in the Common Shares by a non-Canadian who is not a “WTO investor” (which includes governments of, or individuals who are nationals of, member states of the World Trade Organisation and corporations and other entities which are controlled by them), at a time when the Company was not already controlled by a WTO investor, would be reviewable under the Investment Act under three circumstances: 1. first, if it was an investment to acquire control (within the meaning of the Investment Act) and the value of the Company’s assets, as determined under Investment Act regulations, was CDN$5 million or more; 2. second, if an order for review was made by the federal cabinet of the Canadian government on the grounds that the investment related to Canada’s cultural heritage or national identity (as prescribed under the Investment Act), regardless of asset value; 3. third, if an order for review was made by the federal cabinet of the Canadian government on the grounds that an investment by a non-Canadian could be injurious to national security, regardless of asset value. An investment in the Common Shares by a WTO investor, or by a non-Canadian at a time when the Company was already controlled by a WTO investor, would be reviewable under the Investment Act if it was an investment to acquire control and the value of the Company’s assets, as determined under Investment Act regulations, was not less than a specified amount, which for 2012 is C$330 million, or if an order for review was made by the federal cabinet of the Canadian government on the grounds that an investment by a non-Canadian could be injurious to national security, regardless of asset value. The monetary threshold for review of a direct acquisition of a Canadian business (other than acquisition of a cultural business) by or from a WTO investor changes annually. At a date to be determined by the federal cabinet of the Canadian government, transactions will be reviewable only if the “enterprise value” of the assets of the Canadian business is equal to or greater than (a) C$600 million, in the case of investments made during the first two years after the amendments come into force; (b) C$800 million, in the case of investments made during the third and fourth years after the amendments come into force; and (c) C$1 billion, in the case of investments made between the fifth year after the amendments come into force and 31 December of the sixth year after the amendments come into force. This threshold will thereafter be adjusted on an annual basis. 39


---

The Investment Act provides detailed rules to determine if there has been an acquisition of control of a Canadian business. For example, a non-Canadian would acquire control of the Company for the purposes of the Investment Act if the non-Canadian acquired a majority of the Common Shares. The acquisition of less than a majority but one-third or more of the Common Shares would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer. An acquisition of control for the purposes of the Investment Act also could occur as a result of the acquisition by a non-Canadian of all or substantially all of the Company’s assets. The foregoing assumes the Company will not engage in the production of uranium or own an interest in a producing uranium property in Canada, or provide any financial service or transportation service, as the rules governing these businesses are different. Certain transactions relating to the Common Shares would be exempt from the Investment Act, including a) an acquisition of the Common Shares by a person in the ordinary course of that person’s business as a trader or dealer in securities, b) an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, and c) an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the Common Shares, remained unchanged. E.
        Taxation
 Certain Canadian Federal Income Tax Consequences The following is a brief summary of some of the principal Canadian federal income tax consequences generally applicable to a person who holds common shares of the Company and who, at all relevant times for the purposes of the Income Tax Act(Canada) (the “Canadian Tax Act”) and the Canada - United States Tax Convention, 1980, as amended (the “US Treaty”), is or is deemed to be a resident solely of the United States,deals at arm’s length with the Company,holds the common shares as capital property and as beneficial owner,does not use or hold, and is not deemed to use or hold, the common shares in, or in the course of, a business carried on in Canada, andqualifies for the benefits of the US Treaty A person who meets all of these requirements is referred to as a “US Holder” in this summary, and this summary only addresses such US Holders. Special rules, not discussed herein, may apply to a person (including a US Holder) that is an insurer that carries on business in Canada and elsewhere, or to a person (including a US Holder) in other special circumstances or of special status. This summary is based on the facts set forth in this Form 20-F, the current provisions of the US Treaty, the Canadian Tax Act and regulations thereunder, and our understanding of the current administrative and assessing practice of the Canada Revenue Agency (the “CRA”), and takes into account all specific proposals to amend the Canadian Tax Act (the “Proposed Amendments”) publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof. It is assumed that all such amendments will be enacted as currently proposed, and that there will be no other change to any relevant law or administrative or assessing policy or practice, although no assurance can be given in this respect. Except as otherwise expressly set out herein, this summary also does not take into account any provincial, territorial or non-Canadian income tax law, the implications of which may differ from the Canadian federal income tax considerations. The following discussion is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of the Company's shares (including a US Holder), and no opinion or representation with respect to the Canadian federal income tax consequences to any such holder or prospective holder is made. Accordingly, all holders and prospective holders of the Company's shares (including US Holders) should consult with their own tax advisors about the federal, provincial, local and non-Canadian tax consequences of purchasing, owning and disposing of the Company's shares. 40


---

Dividends Dividends paid or credited or deemed to be paid or credited to a US Holder by the Company will be subject to Canadian withholding tax at the rate of 25% unless the rate is limited by the US Treaty. In general, the US Treaty limits the rate to 15% of the gross amount of the dividend (or 5% in the case of a US Holder that is a corporation that beneficially owns at least 10% of the Company's “voting stock” within the meaning of the US Treaty). Dispositions of Common Shares In general terms, a US Holder who realizes a gain on the actual or deemed disposition of a common share will not be subject to Canadian federal income tax under the Canadian Tax Act in respect of the capital gain unless such common share constitutes “taxable Canadian property” to the US Holder for purposes of the Canadian Tax Act and the US Holder is not exempt from Canadian federal income tax on such gain pursuant to the terms of the US Treaty. Generally, a common share owned by a US Holder will not be taxable Canadian property of the US Holder at a particular time provided that, at that time, the common shares of the Company are listed on the TSX-V,neither the US Holder nor persons with whom the US Holder does not deal at “arm's length” for purposes of the Canadian Tax Act, alone or in any combination, owns or has owned 25% or more of the shares of any class or series of shares in the capital of the Company at any time in the 60 month period ending at that time, andthe common share was not otherwise deemed to be taxable Canadian property of the US Holder under the Canadian Tax Act. A US Holder who holds common shares of the Company as taxable Canadian property should consult with the US Holder’s own tax advisors with respect to any potential relief available under the US Treaty, if any. A US Holder who is subject to Canadian federal income tax in respect of a disposition of a common share will realize a capital gain (or capital loss) equal to the amount by which the US Holder's proceeds of disposition, less reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of the common share to the US Holder. In these circumstances, a US Holder who realizes a capital gain or capital loss in a taxation year will be required to include one half of the capital gain (the taxable capital gain) in income for Canadian federal income tax purposes, and may deduct one half of the capital loss (the allowable capital loss) against taxable capital gains incurred in respect of dispositions of taxable Canadian property, subject to and accordance with the provisions of the Canadian Tax Act and the US Treaty. Certain United States Federal Income Tax Considerations The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares of the Company. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of common shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of common shares. No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary. 41


---

Scope of this Summary Authorities This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. U.S. Holders For purposes of this summary, the term "U.S. Holder" means a beneficial owner of common shares that is for U.S. federal income tax purposes: an individual who is a citizen or resident of the U.S.;a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia; an estate whose income is subject to U.S. federal income taxation regardless of its source; ora trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. Non-U.S. Holders For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of common shares that is not a U.S. Holder. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership, and disposition of common shares. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any income tax treaties) relating to the acquisition, ownership, and disposition of common shares. U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquired common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); or (h) U.S. Holders that own or have owned (directly, indirectly, or by attribution) 10% or more of the total combined voting power of the outstanding shares of the Company. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”); (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold common shares in connection with carrying on a business in Canada; (d) persons whose common shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of common shares. 42


---

If an entity or arrangement that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners (or owners). This summary does not address the tax consequences to any such partner. Partners of entities or arrangements that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of common shares. Passive Foreign Investment Company Rules If the Company were to constitute a “passive foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC”, as defined below) for any year during a U.S. Holder’s holding period, then certain different and potentially adverse rules will affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of common shares. In addition, in any year in which the Company is classified as a PFIC, such holder would be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. PFIC Status of the Company The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade of such foreign corporation or other property of a kind which would properly be included in inventory of such foreign corporation, or property held by such foreign corporation primarily for sale to customers in the ordinary course of business and certain other requirements are satisfied. For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income. In addition, under certain attribution rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proportionate share of the stock of any subsidiary of the Company that is also a PFIC (a ‘‘Subsidiary PFIC’’), and will be subject to U.S. federal income tax on their proportionate share of (a) a distribution on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. The Company believes that it was classified as a PFIC during the tax year ended December 31, 2011 and that it may be a PFIC in future tax years. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or a Subsidiary PFIC) concerning its PFIC status. Each U.S. Holder should consult its own tax advisor regarding the PFIC status of the Company and any Subsidiary PFIC. Default PFIC Rules Under Section 1291 of the Code If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of common shares will depend on whether such U.S. Holder makes an election to treat the Company and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.” 43


---

A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of common shares and (b) any excess distribution received on the common shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the common shares, if shorter). Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of common shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on common shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible. If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent tax years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which the Company was a PFIC. QEF Election A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its common shares begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible. A U.S. Holder that makes a timely and effective QEF Election with respect to the Company generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares. The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the common shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder also makes a “purging” election to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective. A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company qualifies as a PFIC. 44


---

U.S. Holders should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in the event that the Company is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their common shares. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election. Mark-to-Market Election A U.S. Holder may make a Mark-to-Market Election only if the common shares are marketable stock. The common shares generally will be “marketable stock” if the common shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such common shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for the common shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares. A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the common shares, over (b) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years). A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election. Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC. Other PFIC Rules Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which common shares are transferred. 45


---

Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares. Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with their own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC. The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. Ownership and Disposition of Common Shares The following discussion is subject to the rules described above under the heading “Passive Foreign Investment Company Rules.” Distributions on Common Shares Subject to the PFIC rules discussed above, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares. (See “ Sale or Other Taxable Disposition of common shares” below). However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the common shares will constitute ordinary dividend income. Dividends received on common shares generally will not be eligible for the “dividends received deduction”. In addition, the Company does not anticipate that its distributions will constitute qualified dividend income eligible for the preferential tax rates applicable to long-term capital gains. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules. Sale or Other Taxable Disposition of Common Shares Subject to the PFIC rules discussed above, upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holder's tax basis in such common shares sold or otherwise disposed of. Subject to the PFIC rules discussed above, gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the common shares have been held for more than one year. Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code. Additional Considerations Receipt of Foreign Currency The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary 46


---

income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency. Foreign Tax Credit Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on our common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to our common shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules. Backup Withholding and Information Reporting Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless our common shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns, including requirements to file an IRS Form 8938. Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, our common shares will generally be subject to information reporting and backup withholding tax, at the rate of 28% (and increasing to 31% for payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholdings is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules. F.
        Dividends and Paying Agents
 Not applicable. G.
        Statement by Experts
 Not applicable. H.
        Documents on Display
 Exhibits attached to this annual report on Form 20-F are also available for viewing at the offices of the Company, 1000 Austin Avenue, Coquitlam, British Columbia V3K 3P1. Copies of the Company’s financial statements and other continuous disclosure 47


---

documents required under the British Columbia Securities Actare available for viewing on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) (www.sedar.com), the Canadian equivalent of the Securities and Exchange Commission’s Electronic Document Gathering And Retrieval System (EDGAR). I.
        Subsidiary Information
 Not applicable. ITEM 11
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  (a)
        Transaction Risk and currency Risk Management
 The Company’s operations do not employ financial instruments or derivatives which are market sensitive and the Company does not have financial market risks that it deems to be material. Because the Company determined that had no material market risks for the preceding fiscal year 2011, no such summarized market risk information is provided herein. (b)
        Exchange Rate Sensitivity
 The Company’s operations are in Canada and hence it is not significantly affected by exchange rate risk. Its liabilities are all denominated in Canadian dollars. (c)
        Interest Rate Risk and Equity Price Risk
 The Company is equity financed. The only debt subject to interest rate change risks is the mortgage on the site office building and core warehouse at Logan Lake, British Columbia. The mortgage is with the vendor ($78,509@ 7.5%) at April 1, 2012. (d)
        Commodity Price Risk
 While the value of the Company’s resource properties can always be said to relate to the price of gold and copper and the outlook for same, the Company does not have any operating mines nor economic ore and hence does not have any hedging or other commodity based risks respecting its operations. ITEM 12
        DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  A.
        Debt Securities
 Not applicable. B.
        Warrants and Rights
 Not applicable. (Company warrants are non-transferable and no market exists for them. The Company has issued no rights.) C.
        Other Securities
 Not applicable. D.
        American Depositary Shares
 Not applicable. 48


---

PART II ITEM 13
        DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 Not applicable. ITEM 14
        MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 Not applicable. ITEM 15
        CONTROLS AND PROCEDURES
  a)
        Disclosure Controls and Procedures
 As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2011, being the date of the Company’s most recently completed fiscal year. This evaluation was carried out under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective in timely ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. b)
        Management’s Annual Report On Internal Control Over Financial Reporting
 Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As part of its evaluation of the effectiveness of the Company’s internal control over financial reporting as required by Rule 13a-15(c) under the Exchange Act, the Corporation utilized the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework. Management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectivenes s, as of the end of the fiscal year ended December 31, 2011, of the Company’s internal control over financial reporting. Based on that evaluation, management concluded that, as of the end of the period covered by this annual report, the Company’s internal control over financial reporting is effective. This annual report does not include an audit or attestation report of the Company’s registered public accounting firm regarding the Company’s internal control over financial reporting. Management's report was not subject to an audit or attestation b y the Company’s registered public accounting firm pursuant stet. rules of the SEC that permit the Company to provide only management's report in this annual report. c)
        Changes In Internal Control Over Financial Reporting
 There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) or Rule 15d-15(d) of the Exchange Act that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 16
        [RESERVED]
  ITEM 16A
        AUDIT COMMITTEE FINANCIAL EXPERT
 The Company’s Board of Directors has determined that Edward Leung is an “audit committee financial expert”, as that term is defined in Item 16A.(b) of Form 20-F, serving on the Company’s Audit Committee. Mr. Leung is an “independent” as defined under Sections 803A of the NYSE Amex LLC Company Guide, and in accordance with Rule 10A-3 of the Exchange Act. 49


---

ITEM 16B
        CODE OF ETHICS
 The Company has adopted a Charter outlining its code of ethics that applies to the Company’s principal executive officer, principal finance officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Company’s Charter outlining its code of ethics is available to any person, without charge, upon request made to the Comptroller of the Company at the following address: 1000 Austin Avenue, Coquitlam, British Columbia, Canada, V3K 3P1 ITEM 16C
        PRINCIPAL ACCOUNTANT FEES AND SERVICES
 The aggregate fees billed for professional services rendered by the Company’s independent auditor De Visser Gray LLP Chartered Accountants, for the years ended December 31, 2011 and December 31, 2010 for audit services are as follows: 2011
        
        2010Audit Fees
        $
        23,000
        $
        19,500Audit-Related Fees
        
        NIL
        
        NILTax Fees
        
        NIL
        
        NILAll Other Fees
        
        NIL
        
        NILTotal
        $
        23,000
        $
        18,500
 Before the Company’s independent auditor is engaged to render any services, the engagement is approved by the Company’s audit committee. ITEM 16D
        EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 Not applicable. ITEM 16E
        PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 None. ITEM 16F
        CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
 Not applicable. ITEM 16G
        CORPORATE GOVERNACE
 Since the Company’s securities are not listed on a U.S. national securities exchange, it provides no summary herein of any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under the listing standards of any such exchange. 50


---

PART III ITEM 17
        FINANCIAL STATEMENTS
 THE FOLLOWING ATTACHED FINANCIAL STATEMENTS ARE INCORPORATED HEREIN: (1)
      Auditors’ Reports on the balance sheets as at December 31, 2011, and 2010, and the statements of operations and deficit, and changes in cash flows for each of the two years ended December 31, 2011 and 2010;(2)
      Balance sheets as at December 31, 2011, and 2010;(3)
      Statements of operations and deficit for each of the two years ended December 31, 2011and 2010;(4)
      Statements of changes in cash flows for the periods referred to in (3) above;(5)
      Statements of mineral property interests for the periods referred to in (2) above;(6)
      Notes to the financial statements; ITEM 18
        FINANCIAL STATEMENTS
 In lieu of responding to this Item, the Company has elected to respond to Item 17 of this annual report on Form 20-F. ITEM 19
        EXHIBITS
  Exhibit Number
        Document Description
        Date1.1†
        Certificate of Incorporation of Getty dated September 23, 1985.
        June 19981.2†
        Certificate of Change of Name dated November 12, 1992.
        June 19981.3†
        Bylaws of Getty dated September 23, 1985.
        June 199812.1†
        Section 302 of the Sarbanes-Oxley Act CEO Certification
        June 21, 201112.2†
        Section 302 of the Sarbanes-Oxley Act CFO Certification
        June 21, 201113.1†
        Section 906 of the Sarbanes-Oxley Act CEO Certification
        June 21, 201113.2†
        Section 906 of the Sarbanes-Oxley Act CFO Certification
        June 21, 201114.1
        Section 302 of the Sarbanes-Oxley Act CEO Certification
        April 27, 201214.2
        Section 302 of the Sarbanes-Oxley Act CFO Certification
        April 27, 201215.1
        Section 906 of the Sarbanes-Oxley Act CEO Certification
        April 27, 201215.2
        Section 906 of the Sarbanes-Oxley Act CFO Certification
        April 27, 2012
 † Previously filed. SIGNATURES The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. GETTY COPPER INC. Per: /s/ Corby G. AndersonCorby G. Anderson 
    President, CEO, COO DATED: April 27, 2012 51


---

GETTY COPPER INC.FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2011(Stated in Canadian dollars)
    Contact: 1000 Austin Avenue
    Coquitlam, British Columbia
    Canada V3K 3P1
    Tel: 604-931-3231


---

INDEPENDENT AUDITORS’ REPORT To the Shareholders of Getty Copper Inc. We have audited the accompanying financial statements of Getty Copper Inc., which comprise the statements of financial position at December 31, 2011, December 31, 2010 and January 1, 2010 and the statements of operations, comprehensive loss and deficit, changes in equity and cash flows for the years ended December 31, 2011 and December 31, 2010, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Getty Copper Inc. as at December 31, 2011, December 31, 2010 and January 1, 2010 and its financial performance and its cash flows for the years ended December 31, 2011 and December 31, 2010 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 1 in the financial statements which indicates that the Company has a working capital deficiency, has no current sources of revenue and is dependent upon its ability to secure new sources of financing. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. /s/ De Visser Gray LLP CHARTERED ACCOUNTANTS
    Vancouver, BC
    April 16, 2012


---

GETTY COPPER INC.STATEMENTS OF FINANCIAL POSITION(Stated in Canadian dollars) Dec. 31, 2011
        
        
        Dec. 31, 2010
        
        Jan. 1, 2010ASSETS(Note 19)Current AssetsCash
        $
        66,272
        
        $
        384,840
        
        294,722Accounts receivable (Note 5)
        
        
        
        
        10,978
        
        22,291Prepaid expenses
        
        18,095
        
        
        18,663
        
        17,99384,367
        
        
        414,481
        
        335,006Exploration and Evaluation Assets(Note 6)
        
        5,040,374
        
        
        4,572,537
        
        4,418,618Property, Building and Equipment(Note 7)
        
        125,932
        
        
        129,319
        
        135,109$
        5,250,673
        
        $
        5,116,337
        
        4,888,733LIABILITIESCurrent LiabilitiesAccounts payable and accrued liabilities (Note 8)
        $
        59,145
        
        $
        245,879
        
        313,284Provisions (Note 9)
        
        30,000
        
        
        18,000
        
        22,400Current portion of mortgage payable (Note 11)
        
        3,309
        
        
        3,074
        
        2,85692,454
        
        
        266,953
        
        338,540Indemnity(Note 10 )
        
        584,447
        
        
        551,447
        
        625,348Mortgage Payable(Note 11)
        
        76,276
        
        
        79,584
        
        82,658660,723
        
        
        631,031
        
        708,006753,177
        
        
        897,984
        
        1,046,546SHAREHOLDERS’ EQUITYShare Capital(Note 13(b))
        
        22,484,202
        
        
        22,064,202
        
        21,409,542Reserves(Note 14)
        
        1,235,494
        
        
        1,232,430
        
        1,204,025Deficit
        
        (19,222,200
        )
        
        (19,078,279
        )
        (18,771,380
        )4,497,496
        
        
        4,218,353
        
        3,842,187$
        5,250,673
        
        $
        5,116,337
        
        4,888,733Continuing Operations (Note 1)
 Approved by the Directors:“Donald R. Willoughby”“Corby Anderson” - See Accompanying Notes to Financial Statements -


---

GETTY COPPER INC.STATEMENTS OF OPERATIONS, DEFICIT AND COMPREHENSIVE LOSS(Stated in Canadian dollars) 2011
        
        
        2010Expenses:Depreciation
        $
        906
        
        $
        895Bank charges & interest
        
        181
        
        
        362Filing fees
        
        19,848
        
        
        21,312Interest - long term (Note 17)
        
        39,002
        
        
        41,990Insurance
        
        3,018
        
        
        2,881Management fees (Note 17)
        
        30,000
        
        
        30,000Marketing & promotion
        
        7,991
        
        
        1,823Office & miscellaneous
        
        17,070
        
        
        8,184Professional fees (Note 17)
        
        120,906
        
        
        153,698Property tax
        
        5,588
        
        
        5,255Rent (Note 17)
        
        6,000
        
        
        6,000Share-based compensation (Note 13(d))
        
        3,064Telephone
        
        7,436
        
        
        8,683Transfer fees
        
        9,052
        
        
        8,784Travel
        
        8,231
        
        
        6,725Wages & benefits
        
        38,647
        
        
        38,128316,940
        
        
        334,720Other Income:Interest income
        
        1,047
        
        
        373Miscellaneous income
        
        --
        
        
        27,448Write-off of accounts payable
        
        171,972
        
        
        --173,019
        
        
        278,821Net and comprehensive loss for the year ending December 31
        
        (143,921
        )
        
        (306,899
        )Deficit, beginning
        $
        (19,078,279
        )
        $
        (18,771,380
        )Deficit, ending
        $
        (19,222,200
        )
        $
        (19,078,279
        )Loss per share (Note 3(c))
        $
        (0.002
        )
        $
        (0.004
        )Weighted average number of common shares outstanding
        
        (87,870,619
        )
        
        (81,188,428
        )
 - See Accompanying Notes to Financial Statements -


---

GETTY COPPER INC.STATEMENTS OF CHANGES IN EQUITYFOR THE YEAR ENDED DECEMBER 31,(Stated in Canadian dollars) Share Capital
        
        
        Reserves
        
        
        Deficit
        
        
        TotalBalance, January 1, 2011
        $
        22,064,202
        
        $
        1,232,430
        
        $
        (19,078,279
        )
        $
        4,218,353Net and comprehensive loss for the year
        
        
        
        
        
        
        
        (143,921
        )
        
        (143,921
        )Share-based compensation
        
        
        
        
        3,064
        
        
        
        
        
        3,064Shares issued
        
        420,000
        
        
        
        
        
        
        
        
        420,000Balance, December 31, 2011
        $
        22,484,202
        
        $
        1,235,494
        
        $
        (19,222,200
        )
        $
        4,497,496Balance, January 1, 2010
        $
        21,409,542
        
        $
        1,204,025
        
        $
        (18,771,380
        )
        $
        3,842,187Net and comprehensive loss for the year
        
        
        
        
        
        
        
        (306,899
        )
        
        (306,899
        )Private placements, net of issue costs
        
        654,660
        
        
        
        
        
        
        
        
        654,660Fair value of agent’s warrants issued
        
        
        
        
        28,405
        
        
        
        
        
        28,405Balance, December 31, 2010
        $
        22,064,202
        
        $
        1,232,430
        
        $
        (19,078,279
        )
        $
        4,218,353


---

GETTY COPPER INC.
    STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31,
      (Stated in Canadian dollars) 2011
        
        
        2010$
        
        
        $Cash Provided By (used for)Operating ActivitiesNet loss for the period
        $
        (143,921
        )
        $
        (306,899
        )Items not involving cash:Depreciation
        
        906
        
        
        895Share-based compensation
        
        3,064Write-off of accounts payable
        
        (171,971
        )(311,922
        )
        
        (306,004
        )Net Change in Non-Cash Working Capital Items:Accounts receivable
        
        10,978
        
        
        11,313Prepaid expenses
        
        568
        
        
        (670
        )Accounts payable and accrued liabilities
        
        32,414
        
        
        12,849Provisions
        
        12,000
        
        
        (4,400
        )Indemnity
        
        33,000
        
        
        (73,901
        )Interest income
        
        (1,047
        )
        
        (373
        )Interest income received
        
        1,047
        
        
        373Interest expense
        
        6,002
        
        
        65,891Interest paid
        
        (6,002
        )
        
        (65,891
        )(222,962
        )
        
        (360,813
        )Financing ActivitiesMortgage principal repayments
        
        (3,073
        )
        
        (2,856
        )Shares issued
        
        
        
        
        683,065(3,073
        )
        
        680,209Investing ActivitiesAcquisition of equipment
        
        (2,301
        )Investment in exploration and evaluation assets
        
        (90,232
        )
        
        (229,278
        )(92,533
        )
        
        (229,278
        )Decrease in Cash
        
        (318,568
        )
        
        90,118Cash, Beginning of the Year
        
        384,840
        
        
        294,722Cash, End of the Year
        $
        66,272
        
        $
        384,840
 Non-cash transactions - See Note 18. - See Accompanying Notes to Financial Statements -


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 1.
        Nature of Business and continuing operations:
 Getty Copper Inc. (the "Company") was incorporated under the Canada Business Corporations Act in September 1987 and its common shares are listed for trading on the TSX Venture Exchange. Subsequent to incorporation, the Company has gone through a number of name changes and in March 2003, its name was changed to Getty Copper Inc. The Company is in the business of mineral exploration and mine development in the Highland Valley area of British Columbia. These financial statements have been prepared using IFRS principles applicable to a going concern, which contemplate the realization of assets and settlement of liabilities in the normal course of business as they come due. The Company has incurred losses since inception, has no source of operating revenue and at December 31, 2011, has net working capital deficit of ($8,087). The Company has been and remains dependant on its capacity to raise funds via equity issuances under terms that are consistent with the best interests of shareholders in order to finance its operations. These financial statements contain no provisions for adjustments which may become necessary if the Company becomes unable to continue on a going concern basis. As the Company is in the exploration and evaluation stage, the Company has not yet determined whether its mineral rights contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral rights and the ability of the Company to meet its obligations are dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of the mineral rights and future profitable production or proceeds from the disposition thereof. 2.
        Basis of Presentation:
 Statement of compliance These financial statements are audited and have been prepared using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These are the Company’s first IFRS annual financial statements. Previously, the Company prepared its annual financial statements in accordance with Canadian Generally Accepted Accounting Principles (“Canadian GAAP”). The financial statements of the Company for the years ended December 31, 2011, and 2010 have been prepared by management, reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on April 16, 2012. Shortly thereafter, the financial statements are made available to shareholders and others through filing on the System for Electronic Document Analysis and Retrieval (“SEDAR”). Basis of presentation and first-time adoption of IFRS The Company adopted IFRS on January 1, 2011, with a transition date of January 1, 2010. These annual financial statements, including comparatives, have been prepared using accounting policies consistent with IFRS and in accordance with International Accounting Standards IFRS 1 – First-time Adoption of IFRS. The disclosures concerning the transition from Canadian GAAP to IFRS are included in Note 19. The financial statements have been prepared on the historical cost basis except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at their fair value, as explained in the accounting policies set out in Note 3. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts and assets and liabilities, profit and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying . . . 7


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 2.
        Basis of Presentation (Continued):
 values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Judgements made by management in the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in Notes 3(b), 3(g), 3(h), 3(i), 3(j) and 3(k). All amounts are presented in Canadian dollars, unless otherwise indicated, as a significant amount of the Company’s business is conducted in this currencyAdoption of new and revised standards and interpretations The IASB issued a number of new and revised International Accounting Standards, International Financial Reporting Standards, amendments and related interpretations which are effective for the Company’s financial year beginning on or after January 1, 2011. For the purpose of preparing and presenting the financial statements for the relevant periods, the Company has consistently adopted all these new standards. At the date of authorization of these financial statements, the IASB and IFRIC have issued the following new and revised Standards and Interpretations which are not yet effective for the relevant reporting periods. IAS 1 Presentation of Financial Statements In June 2011, the IASB issued amendments to IAS 1 Presentation of Financial Statements (IAS 1), which are effective for annual periods beginning on or after January 1, 2012, with earlier application permitted. The amendments may result in changes in the way other comprehensive (“OCI”) is presented in the statement of operations. Management is currently evaluating the potential impact that the adoption of IAS 1 will have on the presentation of Company’s financial statements. IAS 12 Income Taxes The IASB issued limited scope amendments to IAS12 Income Taxes, which are effective for annual periods beginning on or after January 1, 2012, with earlier application permitted. IAS 32 Financial Instruments: Presentation In December 2011, the IASB issued amendments to IAS 32 Financial Instruments: Presentation (IAS 32), which are effective for annual periods beginning on or after January 1, 2014, with earlier adoption permitted. The amendment clarifies that an entity that has a legally enforceable right to offset financial assets and financial liabilities if that right is not contingent on a future event and it is enforceable, both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. Management is currently evaluating the potential impact that the adoption of IAS 32 will have on the presentation of the Company’s financial statements. . . . 8


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTS
      DECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 2.
        Basis of Presentation (Continued):
 IFRS 7 Financial Instruments: Disclosures In October 2010, the IASB issued amendments to IFRS 7 regarding Disclosures – Transfers of Financial Assets, which are effective for annual periods beginning on or after July 1, 2011, with earlier application permitted. The amendments comprise additional disclosures on financial asset transfer transactions. These amendments will not have an impact on the results of operations or financial position of the Company as they are disclosure requirements only. IFRS 9 Financial Instruments In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (IFRS 9) as a first phase in its ongoing project to replace IAS 39. IFRS 9, which is to be applied retrospectively, is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. In August 2011, the IASB issued an exposure draft proposing to change this effective date to January 1, 2015 (a final decision is still pending). IFRS 9 provides new requirements as to how an entity should classify and measure financial assets and liabilities that are in the scope of IAS 39. The standard requires all financial assets to be classified on the basis of the entity’s business model for managing such financial assets and the contractual cash flow characteristics of the financial assets. IFRS 13 Fair Value Measurement In May 2011, the IASB issued IFRS 13 Fair Value Measurement (IFRS 13) which is effective for annual periods beginning on or after January 1, 2013, with earlier adoption permitted. IFRS 13 establishes a single source of guidance for fair value measurements when fair value is required or permitted by IFRS and provides for enhanced disclosures when fair value is applied. Management is currently evaluating the potential impact that the adoption of IFRS 13 will have on the Company’s financial statements. 3.
        Significant Accounting Policies:
 The significant accounting policies used in the preparation of these financial statements are described below: a)
        Critical accounting policies, key judgements and estimates
 The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying accounting policies The following are the critical judgments, apart from those involving estimations (see note below), that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the financial statements. . . . 9


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 3.
        Significant Accounting Policies (Continued):
 Impairments Exploration and evaluation assets, and property, building and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If an asset’s recoverable amount is less than the asset’s carrying amount, an impairment loss is recognized. Future cash flow estimates which are used to calculate the asset’s fair value are based on expectations about future operations primarily comprising estimates about production and sales volumes, commodity prices, reserves, operating, rehabilitation and restoration costs and capital expenditures. Changes in such estimates could impact recoverable values of these assets. Estimates are reviewed regularly by management. Refer to notes 6 and 7. Key sources of measurement uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Depreciation of mineral property, building and equipment Property, plant and equipment are depreciated using the declining balance method which approximates the useful life and reserve estimate of the asset. Depreciation and depletion of property, building and equipment are dependent upon estimates of useful life and reserve, both of which are determined by management. These estimates impact the useful lives of assets depreciated on a declining balance basis and therefore the annual depreciation charge to income. Doubtful accounts receivable Management regularly reviews its accounts receivable amounts for items that might not be collectible. They will provide an allowance for accounts which may not be collectible based on their estimate of collectability. Provisions Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event; it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. The Company assesses its liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate requirements. Refer to note 9. b)
        Income taxes
 Income tax expense represents the sum of tax currently payable and changes to deferred tax assets and liabilities as a result of operations during the period. Current income taxes Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the date of the statement of financial position. . . . 10


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 3.
        Significant Accounting Policies (Continued):
 Deferred income taxes Deferred income tax is provided using the statement of financial position liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets and liabilities are recognized for all taxable temporary differences, except where the deferred income tax asset and liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting income nor taxable income or loss. Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable income will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized. The carrying amount of deferred income tax assets is reviewed at each date of the statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the statement of income and comprehensive income. Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. c)
        Loss per share
 Loss per share has been calculated using the weighted-average number of common shares outstanding during each period. Diluted loss per share has not been calculated as it is anti-dilutive when the numerator used in the calculation is a net loss. For purposes of the calculation of the weighted-average number of common shares outstanding, share consolidations are considered to have occurred on the first day of the earliest fiscal year presented. d)
        Financial Assets
 All financial assets are initially recorded at fair value and designated upon inception into one of the following four categories: Fair value through profit or loss ("FVTPL");Held-to-maturity ("HTM");Available-for-sale ("AFS"); andLoans and receivables. . . . 11


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 3.
        Significant Accounting Policies (Continued):
 The classification is determined at initial recognition and depends on the nature and purpose of the financial asset. Financial assets are classified as FVTPL when the financial asset is held-for-trading or is designated as FVTPL. Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through earnings. The Company has classified cash and cash equivalents as held-for-trading Financial assets classified as loans and receivables and held-to-maturity are measured at amortized cost using the effective interest method. The Company’s receivables are classified as loans and receivables. The Company has not designated any financial assets as held-to-maturity. Financial assets classified as available-for-sale are measured at fair value with unrealized gains and losses recognized in other comprehensive income except for losses in value that are considered other than temporary. The Company has not classified any financial assets as available-for-sale. Transactions costs associated with FVTPL financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset. Effective interest method The effective interest method calculates the amortized cost of a financial asset and allocates interest income over the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial asset or, where appropriate, a shorter period. Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as FVTPL. Impairment of financial assets The Company assesses at each date of the statement of financial position whether a financial asset is impaired. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. Assets carried at amortized cost If there is objective evidence that an impairment loss on assets carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is then reduced by the amount of the impairment. The amount of the loss is recognized in income. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying value of the asset does not exceed what the amortized cost would have been had the impairment not been recognized. Any subsequent reversal of an impairment loss is recognized in income. In relation to receivables, a provision for impairment is made and an impairment loss is recognized in income when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Company will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are written off against the allowance account when they are assessed as uncollectible. Changes in the carrying amount of the allowance account are recognized in profit or loss. . . . 12


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 3.
        Significant Accounting Policies (Continued):
 Available-for-sale If an available for sale asset is impaired, an amount comprising the difference between its cost and its current fair value, less any impairment loss previously recognized in income, is transferred from equity to income. Reversals in respect of equity instruments classified as available for sale are not recognized in income. Derecognition of Financial Assets A financial asset is derecognized when: The contractual right to the asset’s cash flow expire; orIf the Company transfers the financial asset and substantially all risks and rewards of ownership to another entity. e)
        Financial Liabilities
 All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or other financial liabilities. Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. The Company has classified accounts payable and accrued liabilities, indemnity and mortgage payable as other financial liabilities. Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Fair value changes on financial liabilities classified as FVTPL are recognized through the statement of operations before other comprehensive income. Derecognition of financial liabilities The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. f)
        Cash and cash equivalents
 Cash consists of funds held in the Company's chequing and savings account that do not have any restrictions placed on them. Cash equivalents include highly liquid investments having terms to maturity of 90 days or less when acquired. . . . 13


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 3.
        Significant Accounting Policies (Continued):
  g)
        Property, building and equipment
 Property, building and equipment are recorded at cost less accumulated depreciation and amortization and any accumulated impairment write-downs. Depreciation is charged to the statement of operations so as to write-off the cost of assets less their residual values using the declining balance basis at the following annual rates: Automotive equipment
        30%Building
        4%Computer equipment
        45%Computer software
        100%Office equipment
        20%Portable buildings
        30%
 When parts of an item of property, building and equipment have different useful lives, they are accounted for as separate items (major components) of property, building and equipment. The Company assesses at each reporting period date, whether there is an indication that property, building and equipment may be impaired. If any indication of impairment exists, the Company performs an impairment test to determine whether an impairment loss is required to be recognized. Impairment tests are performed in accordance with the steps discussed in the accounting policy note entitled “Impairment of non-financial assets”. h)
        Exploration and evaluation assets
 All direct costs relating to the exploration and evaluation assets that meet the generally accepted criteria for deferral are capitalized as incurred. These criteria include having a clearly defined process with identifiable associated costs, establishment of technical feasibility, an intention to process and sell the recovered minerals to a clearly defined market, and adequate resources exist or are expected to be available to complete the project to commercial production. Acquisition, option payments and direct exploration costs are deferred until the properties are placed into production, sold or abandoned or management has determined there to be impairment, at which time these deferred costs will either be amortized on a unit-of-production basis, charged to operations, if sold, or written-off. Exploration and evaluation assets are recorded at cost less accumulated impairment losses. Direct costs include any cash consideration and fair market value of shares issued, if any, on the acquisition of mineral property interest. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when payments are made. Carrying values of exploration and evaluation assets as reported on the statement of financial position do not necessarily reflect the actual present or future value. Recovery of carrying values is dependent upon the future commercial success of operations. Upon establishment of commercial production, carrying values of mineral interests are amortized over the estimated life of the mines, using the unit-of-production basis, based upon the current estimated recoverable reserves and resources. The Company reviews capitalized costs on its property interests at each statement of financial position date for impairment in value based upon current exploration results and upon management’s assessment of the future profitability of profitable revenues from the property or from the sale of the property. Management’s assessment of the property’s estimated current market value may also be based upon a review of other property transactions that have occurred in the same geographical area as that of the property under review. . . . 14


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 3.
        Significant Accounting Policies (Continued):
 Administrative costs are expensed as incurred. i)
        Impairment of non-financial assets
 At each date of the statement of financial position, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the assets belong. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset, or cash-generating unit, is estimated to be less than its carrying amount, the carrying amount of the asset, or cash-generating unit, is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset, or cash-generating unit, is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset, or cash-generating unit, in prior years. j)
        Asset retirement and environmental provisions
 The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of exploration and evaluation assets and property, building and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement and environmental provision is recognized as its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement and environmental provision is added to the carrying amount of the related asset and the cost is amortized in a manner consistent with the depreciation of the related asset. Following the initial recognition of the asset retirement and environmental provision, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the current market based discount rate, amount or timing of the underlying cash flows needed to settle the obligation and accreted over time to its present value. The accretion charge is included in the statement of income within amortization expense. At December 31, 2011 and 2010, the Company cannot reasonably estimate the fair value of the resource properties site restoration costs, if any. k)
        Provisions
 Provisions are recognized when the Company has a present legal or constructive obligation that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre tax rate that reflects current market assessments of the time value of money and, where appropriate, the risk specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. . . . 15


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 3.
        Significant Accounting Policies (Continued):
  l)
        Related Party Transactions
 Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount. Refer to Note 17. m)
        Share-based compensation
 The Company grants stock options and warrants to buy common shares of the Company to Directors, officers, employees and service providers. The Directors, officers, employees receive a portion of their remuneration in the form of share-based payment transactions, whereby employees and service providers render services as consideration for equity transactions (“equity-settled transactions”). The Board of Directors grants such options and warrants for periods up to five years, with vesting periods determined at its sole discretion and at prices equal to or greater than the closing market price on the day preceding the date the options were granted. The Company recognizes the fair value of share-based compensation over the vesting period of the options and warrants. The fair value of the options and warrants granted is calculated using the Black-Scholes option pricing model that takes into account the exercise price, expected life of the option, expected volatility of the underlying shares, expected dividend yield, and the risk free interest rate for the term of the option. The fair value excludes the effect of non-market based vesting conditions. n)
        Equity-settled transactions
 The costs of equity settled transactions with employees and service providers are measured by reference to the fair value at the date on which they are granted. The costs of equity settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense is recognized for equity settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit to income for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in contributed surplus. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied. Share options granted to employees and service providers are treated as forfeited when such employees cease employment before the end of the vesting period. Such forfeitures result in a reversal of the expense previously recognized, with a corresponding adjustment to the contributed surplus. Where the terms of an equity settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share based payment arrangement. . . . 16


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 3.
        Significant Accounting Policies (Continued):
  o)
        Exploration tax credits
 Exploration tax credits are recorded as a reduction in exploration costs once there is reasonable assurance that they will be received. 4.
        Financial Instruments:
 Categories of financial instruments December 31,
        December 31,
        January 1,2011
        2010
        2010$
        $
        $Financial AssetsCash
        66,272
        384,840
        294,722Accounts receivable
        -
        10,978
        22,29166,272
        395,818
        317,013
   December 31,
        December 31,
        January 1,2011
        2010
        2010$
        $
        $Financial LiabilitiesAccounts payable and accrued liabilities
        59,145
        245,879
        313,284Indemnity
        584,447
        551,447
        625,348Mortgage payable
        79,585
        82,658
        85,514723,177
        879,984
        1,024,146
 Fair Value The Company estimates that the fair value of these financial instruments approximates the carrying values at December 31, 2011, December 31, 2010, and January 1, 2010, respectively. All financial instruments revaluated at fair value must be classified according to a hierarchy containing 3 levels: i.
      Level 1 – Fair values based on quoted prices (unadjusted) in active markets for identical assets or liabilities;ii.
      Level 2 – Fair value techniques based on inputs other than quoted prices included in Level 1 that are observable on the market for the assets and liabilities, which are directly (i.e. as prices) or indirectly (i.e. derived from prices); andiii.
      Level 3 – Fair values based on inputs for the assets and liabilities that are not based on observable market data. . . . 17


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars) 4.
        Financial Instruments (Continued):
 The following table outlines the financial assets and liabilities measured at fair value in the financial statements and the level of the inputs used to determine those fair values in the context of the hierarchy as defined above as at December 31, 2011, December 31, 2010 and January 1, 2010: December 31,
        December 31,
        January 1,2011
        2010
        2010$
        $
        $Financial AssetsCash
        1
        66,272
        384,840
        294,722
   5.
        Accounts Receivable
  December 31,
        
        December 31,
        
        January 1,2011
        
        2010
        
        2010HST/GST receivable
        $
        -
        $
        10,978
        $
        2,410Other receivables
        
        -
        
        -
        
        19,881$
        -
        $
        10,978
        $
        22,291
  6.
        Exploration and Evaluation Assets:
 The Getty mineral claims are contiguous and are located within the Kamloops Mining District of Highland Valley, British Columbia, covering an area of approximately 200 square kilometres. Building and equipment depreciation included in exploration costs during the year ended December 31, 2011 amounted to $4,782 (2010 - $4,895). During the year ended December 31, 2011, the Company incurred $467,837 in deferred costs as follows: Getty
        
        Getty
        
        Getty
        
        Getty South
        
        Getty
        
        TotalNorthwest
        
        Central
        
        North
        
        50% interest
        
        Southwest
        
        Exploration &DevelopmentGeology
        $
        150,000
        
        -
        $
        152,439
        $
        77,439
        
        -
        $
        379,878Metallurgy
        
        -
        
        -
        
        810
        
        810
        
        -
        
        1,620Other
        
        31,994
        
        408
        
        26,010
        
        24,853
        
        3,074
        
        86,339Total exploration & development costs
        $
        181,994
        $
        408
        $
        179,259
        $
        103,102
        $
        3,074
        $
        467,837
 . . . 18


---

GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  6.
        Exploration and Evaluation Assets: (Continued)
 As at December 31, 2011, the Company's historical deferred costs and the current carrying aggregate amount are derived as follows: Getty
        
        
        Getty
        
        
        Getty
        
        
        Getty South
        
        
        Getty
        
        
        TotalNorthwest
        
        
        Central
        
        
        North
        
        
        50% interest
        
        
        Southwest
        
        
        Exploration &DevelopmentAssay
        $
        35,746
        
        $
        1,143
        
        $
        507,075
        
        $
        66,732
        
        $
        13,971
        
        $
        624,667Drilling
        
        13,770
        
        
        625
        
        
        4,181,817
        
        
        453,304
        
        
        65,810
        
        
        4,715,326Environmental
        
        173,676
        
        
        1,282
        
        
        54,290
        
        
        4,059
        
        
        21,149
        
        
        254,456Pre-feasibility study
        
        -
        
        
        -
        
        
        343,563
        
        
        184,819
        
        
        -
        
        
        528,382Geology
        
        941,243
        
        
        37,303
        
        
        1,951,299
        
        
        414,511
        
        
        157,304
        
        
        3,501,660Metallurgy
        
        525
        
        
        -
        
        
        972,884
        
        
        15,324
        
        
        -
        
        
        988,733Other
        
        827,836
        
        
        17,671
        
        
        1,012,270
        
        
        260,883
        
        
        142,863
        
        
        2,261,523Total exploration & development costs
        $
        1,992,796
        
        $
        58,024
        
        $
        9,023,198
        
        $
        1,399,632
        
        $
        401,097
        
        $
        12,874,747Mineral rights acquisition costs
        
        33,210
        
        
        111,846
        
        
        352,397
        
        
        1,069,134
        
        
        113,883
        
        
        1,680,4702,026,006
        
        
        169,870
        
        
        9,375,595
        
        
        2,468,766
        
        
        514,980
        
        
        14,555,217Write-offs
        
        (1,730,130
        )
        
        (56,635
        )
        
        (6,541,306
        )
        
        (800,706
        )
        
        (386,066
        )
        
        (9,514,843
        )$
        295,876
        
        $
        113,235
        
        $
        2,834,289
        
        $
        1,668,060
        
        $
        128,914
        
        $
        5,040,374
 As at December 31, 2010, the Company's historical deferred costs and the current carrying aggregate amount are derived as follows: Getty
        
        
        Getty
        
        
        Getty
        
        
        Getty South
        
        
        Getty
        
        
        TotalNorthwest
        
        
        Central
        
        
        North
        
        
        50% interest
        
        
        Southwest
        
        
        Exploration &DevelopmentAssay
        $
        35,746
        
        $
        1,143
        
        $
        507,075
        
        $
        66,732
        
        $
        13,971
        
        $
        624,667Drilling
        
        13,770
        
        
        625
        
        
        4,181,817
        
        
        453,304
        
        
        65,810
        
        
        4,715,326Environmental
        
        173,676
        
        
        1,282
        
        
        54,290
        
        
        4,059
        
        
        21,149
        
        
        254,456Pre-feasibility study
        
        -
        
        
        -
        
        
        343,563
        
        
        184,819
        
        
        -
        
        
        528,382Geology
        
        791,243
        
        
        37,303
        
        
        1,798,860
        
        
        337,072
        
        
        157,304
        
        
        3,121,782Metallurgy
        
        525
        
        
        -
        
        
        972,074
        
        
        14,514
        
        
        -
        
        
        987,113Other
        
        795,842
        
        
        17,263
        
        
        986,260
        
        
        236,030
        
        
        139,789
        
        
        2,175,184Total exploration & development costs
        $
        1,810,802
        
        $
        57,616
        
        $
        8,843,939
        
        $
        1,296,530
        
        $
        398,023
        
        $
        12,406,910Mineral rights acquisition costs
        
        33,210
        
        
        111,846
        
        
        352,397
        
        
        1,069,134
        
        
        113,883
        
        
        1,680,4701,844,012
        
        
        169,462
        
        
        9,196,336
        
        
        2,365,664
        
        
        511,906
        
        
        14,087,380Write-offs
        
        (1,730,130
        )
        
        (56,635
        )
        
        (6,541,306
        )
        
        (800,706
        )
        
        (386,066
        )
        
        (9,514,843
        )$
        113,882
        
        $
        112,827
        
        $
        2,655,030
        
        $
        1,564,958
        
        $
        125,840
        
        $
        4,572,537
 The Company acquired a 100% interest in the Getty North Property in 1992 from Robak Industries Ltd. ("Robak") and Masco Capital Inc. ("Masco"), two private corporations controlled by the Company's then President. As consideration, the Company issued 4,608,492 common shares to each of the private corporations involved, subject to the Company obtaining a valuation on the property establishing a minimum value of $2,304,246 and the approval of the securities commission in existence at that time. The property is subject to a 1.5% net smelter return royalty in favour of Robak. . . . 19
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  6.
        Exploration and Evaluation Assets: (Continued)
 The Getty Northwest property claims were acquired by the Company through staking this property. This property is also subject to a 1.5% net smelter return royalty in favour of Robak. The Company originally entered into an agreement to acquire a 50% interest in the Getty Central, Getty South and Getty Southwest mineral rights from Robak. Certain terms and conditions laid out on this original contract were not met and on November 8, 2002, the Company and Robak terminated the original agreement and entered into a subsequent agreement for the Company to acquire a 100% interest in the Getty Central and Getty Southwest mineral rights and a 50% interest in the Getty South mineral rights in exchange for 6,000,000 common shares of the Company at a deemed value of $1,200,000. The Company also agreed to pay 100% of the costs to place the Getty South mineral rights into production and granted a 1.5% net smelter royalty on all of these claims in favour of Robak. During 2010, the Company entered into a Letter of Intent ("LOI") with Effisolar Energy Ltd. ("Effisolar") allowing it to earn up to 51% interest in Getty North, Getty South, and Getty West ("Property") and to form a joint venture for further exploration upon completion of the conditions listed in the LOI. Due to the length of time of negotiations for a formal agreement to be completed, the parties entered into a binding interim agreement, whereby Effisolar would fund a $420,000 work program on the properties. Within this agreement, the parties agreed that if a formal option and joint venture agreement was not signed by December 15, 2010, the Company would issue a total of 1,400,000 shares to Effisolar to pay for the work program. Since the deadline passed without a formal agreement being signed, the Company fulfilled its obligation in April 2011 and issued 1,400,000 shares upon receipt of data and relevant legal documentation. Title to mining properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mining properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to its properties are in good standing. 7.
        Property, Building and Equipment:
 Automotive
        
        Computer
        
        Computer
        
        Office
        
        Portable
        
        Building
        
        Land
        
        Totalsequipment
        
        equipment
        
        software
        
        equipment
        
        buildingsCostBalance, January 1, 2010
        $
        29,318
        $
        98,540
        $
        74,359
        $
        54,407
        $
        12,112
        $
        178,124
        $
        22,322
        $
        469,182Additions
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -Disposals
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -Balance, December 31, 2010
        
        29,318
        
        98,540
        
        74,359
        
        54,407
        
        12,112
        
        178,124
        
        22,322
        
        469,182Additions
        
        -
        
        2,301
        
        -
        
        -
        
        -
        
        -
        
        -
        
        2,301Disposals
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -Balance, December 31, 2011
        $
        29,318
        $
        100,841
        $
        74,359
        $
        54,407
        $
        12,112
        $
        178,124
        $
        22,322
        $
        471,483-Depreciation and impairment losses
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        -Balance, January 1, 2010
        $
        29,053
        $
        97,314
        $
        74,359
        $
        49,985
        $
        12,112
        $
        71,250
        
        -
        $
        334,073Depreciation for the year
        
        80
        
        551
        
        -
        
        884
        
        -
        
        4,275
        
        -
        
        5,790Impairment loss
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -Disposals
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -Balance, December 31, 2010
        
        29,133
        
        97,865
        
        74,359
        
        50,869
        
        12,112
        
        75,525
        
        -
        
        339,863Depreciation for the period
        
        55
        
        821
        
        -
        
        708
        
        -
        
        4,104
        
        -
        
        5,688Impairment loss
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -Disposals
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -Balance, December 31, 2011
        $
        29,188
        $
        98,686
        $
        74,359
        $
        51,577
        $
        12,112
        $
        79,629
        $
        -
        $
        345,551Carrying AmountsAt January 1, 2010
        $
        265
        $
        1,226
        $
        -
        $
        4,422
        $
        -
        $
        106,874
        $
        22,322
        $
        135,109At December 31, 2010
        $
        185
        $
        675
        $
        -
        $
        3,538
        $
        -
        $
        102,599
        $
        22,322
        $
        129,319At December 31, 2011
        $
        130
        $
        2,155
        $
        -
        $
        2,830
        $
        -
        $
        98,495
        $
        22,322
        $
        125,932
 . . . 20
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  7.
        Property, Building and Equipment (Continued):
 The Company owns land and office/storage building in Logan Lake. The premises are used for core storage, field offices and vehicle storage. The property is encumbered by a mortgage in the amount of $79,585 as of December 31, 2011 (see Note 11). 8.
        Accounts Payables and Accrued Liabilities
  December 31,
        
        December 31,
        
        January 1,2011
        
        2010
        
        2010Trade payables
        $
        29,696
        $
        215,573
        $
        313,284Amounts due to related parties (Note 17)
        
        29,449
        
        30,306
        
        -$
        59,145
        $
        245,879
        $
        313,284
  9.
        Provisions:
  The provision below represents accruals for professional fees. Balance, January 1, 2010
        $
        22,400Decrease
        
        (4,400
        )Balance, December 31, 2010
        
        18,000Decrease
        
        (18,000
        )Increase
        
        30,000Balance, December 31, 2011
        $
        30,000
 
 10.
      Indemnity: In April, 2009, the Company reached a settlement with one of its Directors to indemnify him for approximately 88% of legal expenses incurred during 2004 to 2007 in connection with his prosecution of legal actions against former Directors who were alleged to have improperly attempted to impugn for personal reasons a 2002 mineral property interest sale agreement ("MPISA") between the Director's company, Robak, and the Company. The settlement was premised on the fact that the Director's legal actions were of benefit to the Company in the conduct of its own litigation in defense of the MPISA. The settlement provides that the Director will be entitled to receive $650,000 by way of a secured debenture of $600,000 payable January 2, 2014 and bearing interest at 6%, plus $50,000 cash upon execution of a definitive agreement. The payment must be accelerated in the event the Company completes a financing of $2 million or more or in certain customary events of default (failure to maintain the properties, insolvency etc.). During the previous year, the Company paid $50,000 of the outstanding principal balance and $59,671 of the accrued interest on the balance. Indemnity is not secured by any of the Company's assets. 11.
        Mortgage Payable:
 The mortgage payable is associated with the Logan property (see Note 7). The mortgage payable is secured by a first mortgage on land and building and requires monthly payments of $756 including interest at 7.5% per annum. Subsequent to December 31, 2011, the Company renegotiated the terms of its loan agreement. Effective October 1, 2012, the mortgage payable will require monthly payments of $756 including interest at 6.0% per annum and the mortgage payable will mature on October 1, 2017. . . . 21
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  Principal repayments required are as follows: December 31,
        
        December 31,
        
        January 1,2011
        
        2010
        
        2010Payable not later than one year
        $
        3,309
        $
        3,074
        $
        2,856Payable later than one year and not later thanfive years
        
        15,963
        
        14,830
        
        13,778Payable later than five years
        
        60,313
        
        64,755
        
        68,881$
        79,585
        $
        82,659
        $
        85,515
  12.
        Income Taxes:
 A reconciliation of Canadian income taxes at statutory rate is as follows: Dec. 31, 2011
        
        
        Dec. 31, 201026.5
        %
        
        28.8
        %Net and comprehensive loss for the year before income taxes
        $
        143,921
        
        $
        306,899Expected income tax recovery
        $
        (38,139
        )
        $
        (88,387
        )Net adjustment for deductible and non-deductible amounts
        
        (2,398
        )
        
        5,451Unrecognized benefit of tax pool assets
        
        40,537
        
        
        82,936$
        -
        
        $
        -
 The significant components of the Company's deferred income tax assets are as follows: Dec. 31, 2011
        
        
        Dec. 31, 2010Deferred income tax assets:Mineral properties
        $
        619,600
        
        $
        620,800Non-capital loss carryforwards
        
        1,505,300
        
        
        1,462,700Equipment
        
        93,800
        
        
        92,400Share issue cost
        
        5,700
        
        
        9,0002,224,400
        
        
        2,184,900Valuation allowance
        
        (2,224,400
        )
        
        (2,184,900
        )Net future tax assets
        $
        -
        
        $
        -
 At December 31, 2011, the Company has approximately $6,026,000 of loss carry forwards which may be available to reduce taxable income in future years. These losses expire as follows: 2014
        
        563,0002025
        
        622,0002026
        
        1,133,0002027
        
        2,120,0002028
        
        205,0002029
        
        924,0002030
        
        306,0002031
        
        153,000$
        6,026,000
 Subject to certain restrictions, the Company also has mineral property expenditures of approximately $7,518,600 available to reduce taxable income in future years. . . . 22
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  Future tax benefits which may arise as a result of these losses and resource deductions have not been recognized in these financial statements and have been offset by a valuation allowance. 13.
        Share Capital:
  a)
        Authorized: Unlimited number of common shares
  b)
        Issued:
 Shares
        
        AmountBalance, January 1, 2010
        80,892,537
        $
        21,409,542Shares issued by private placement
        6,000,000
        
        720,000Share issue costs
        -
        
        (65,340
        )Balance December 31, 2010
        86,892,537
        
        22,064,202Shares issued
        1,400,000
        
        420,000Balance December 31, 2011
        88,292,537
        $
        22,484,202
 In December 2010, the Company completed a non-brokered private placement of 6,000,000 shares at a price of $0.12 each for proceeds of $720,000. The Company paid $36,935 in cash and issued 325,000 warrants as finder's fees with a fair value of $28,405. The fair value of the agents' warrants was estimated using Black-Scholes model with weighted average assumption as follows: Risk free interest rate
        1.65%Expected life of warrants in years
        1.5 yearsExpected volatility
        189.26%Dividend per share
        $0.00
 In April 2011, the Company issued 1,400,000 shares to settle its obligation with Effisolar. See Note 6. c)
        Warrants
 The following is a summary of changes in warrants from January 1, 2010 to December 31, 2010: Number of
        
        
        
        
        
        
        
        Number ofExpiry Date
        Exercise
        
        Warrants
        
        Issued
        
        Exercised
        
        Cancelled
        
        WarrantsPrice
        
        January 1,
        
        
        
        
        
        
        
        Dec. 31,2010
        
        
        
        
        
        
        
        2010June 13, 2012
        0.12
        
        -
        
        325,000
        
        -
        
        -
        
        325,000Wt. Average price
        
        $
        0.00
        $
        0.12
        $
        0.00
        $
        0.00
        $
        0.12Wt. Average remaining life (yrs)
        
        -
        
        -
        
        -
        
        -
        
        1.50
 The following is a summary of changes in warrants from January 1, 2011 to December 31, 2011: Number of
        
        
        
        
        
        
        
        Number ofExpiry Date
        Exercise
        
        Warrants
        
        Issued
        
        Exercised
        
        Cancelled
        
        WarrantsPrice
        
        January 1,
        
        
        
        
        
        
        
        Dec. 31,2011
        
        
        
        
        
        
        
        2011June 13, 2012
        0.12
        
        325,000
        
        -
        
        -
        
        -
        
        325,000Wt. Average price
        
        $
        0.00
        $
        0.12
        $
        0.00
        $
        0.00
        $
        0.12Wt. Average remaining life (yrs)
        
        -
        
        -
        
        -
        
        -
        
        0.50
 . . . 23
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  13.
        Share Capital (Continued):
  d)
        Share purchase options
 The following is a summary of changes in share purchase options from January 1, 2010 to December 31, 2010: Number of
        
        
        Number ofExpiry
        Exercise
        Options
        Issued
        Cancelled
        OptionsDate
        Price
        January 1, 2010
        
        
        December 31, 2010$Aug. 14, 2014
        0.10
        3,325,000
        --
        --
        3,325,0003,325,000
        --
        --
        3,325,000
 The following is a summary of changes in share purchase options from January 1, 2011 to December 31, 2011: Number of
        
        
        Number ofExpiry
        Exercise
        Options
        Issued
        Cancelled
        OptionsDate
        Price
        January 1, 2011
        
        
        December 31, 2011$Aug. 14, 2014
        0.10
        3,325,000
        --
        --
        3,325,000Aug. 31, 2013
        0.10
        
        500,000
        --3,325,000
        500,000
        --
        3,825,000Wt. Average price
        
        0.10
        0.10
        --
        0.10Wt. Average remaining life (yrs)
        3.62
        --
        --
        2.50
 At the Company's 2007 Annual General Meeting, the shareholders approved an amendment to the Incentive Stock Option Plan to allow the issuance of up to a maximum 6,700,000 incentive stock options. During 2009, 2,675,000 options were cancelled and 3,325,000 options were issued at $0.10, expiring August 14, 2014. During the current year, the Company entered into consulting agreements which called for the Company to grant 500,000 options on August 31, 2011 at $0.10, exercisable for a two year period and vesting 12.5% quarterly. Accordingly, using the Black-Scholes option pricing model, the stock options are recorded at fair value in the statement of operations. Total share-based compensation recognized in the statement of operations for options granted was $3,064 and the weighted average fair value of each option granted was $0.10. This amount was also recorded as contributed surplus on the balance sheet. The following is a summary of stock options outstanding as at December 31, 2011: Exercise Price
        Options Outstanding
        Remaining Contractual
        Options VestedLife(months)0.10
        3,325,000
        35
        3,325,0000.10
        500,000
        20
        62,5003,825,000
        
        3,387,500
 . . . 24
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  13.
        Share Capital (Continued):
 The fair value of the stock options is estimated using Black-Scholes model with weighted average assumption as follows: 2011
        2010Risk free interest rate
        0.97%
        -Expected life of options in years
        2 years
        -Expected volatility
        144%
        -Dividend per share
        $ 0.00
        -Share-based compensation
        $ 3,064
        -
 For the year ended December 31, 2011, total share-based compensation recognized in the statement of operations for options granted was $3,064 and weighted average fair value for each option granted was $0.0368. 14.
        Reserves:
 The continuity is as follows: 2011
        
        2010Balance at beginning of January 1
        $
        1,232,430
        $
        1,204,025Share-based compensation
        
        3,064Fair value of the agents warrants issued
        
        
        
        28,405Balance at December 31
        $
        1,235,494
        $
        1,232,430
  15.
        Capital Management:
 The Company manages its capital structure and makes adjustments to it based on available funds in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital to include its working capital position and capital stock, warrant, and option components of its shareholders' equity. The Company manages its capital structure in a manner that provides sufficient funding for mine development and operational activities. Funds are primarily secured through a combination of equity capital raised by way of issuing equity instruments and external debt. In order to maintain or adjust the capital structure, the Company may attempt to raise additional financing through the issuance of new equity instruments, the exercise of outstanding common share purchase warrants and stock options. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during year ending December 31, 2011. The Company is not subject to externally imposed capital requirements. . . . 25
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  16.
        Financial Risk Factors:
 The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner. The Company does not enter into or trade financial instruments including derivative financial instruments, for speculative purposes. a)
        Credit risk
 Credit is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligation. Financial instruments that are potentially subject to credit risk are accounts receivables from unrelated parties. While economic factors can affect credit risk, the Company manages risk by providing credit terms on a case-by-case basis. Customers are primarily quasi-governmental agencies. As a result, the Company has not experienced any instances of non-payment. b)
        Liquidity risk
 Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity by ensuring there is sufficient capital to meet short and long-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash and cash equivalents. The Company also strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances. Management forecasts cash flows for its current and subsequent fiscal years to predict future financing requirements. Future requirements are met through a combination of committed credit facilities to access to capital markets. c)
        Interest rate risk
 Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. The Company currently has no assets or liabilities subject to fluctuating rates of interest and consequently, the Company is of the opinion that interest rate risk is currently nominal . . . 26
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  17.
        Related Party Transactions:
 In addition to transactions described elsewhere in these financial statements, the Company had the following balances with officers and directors of the Company and companies or professional firms with which officers or Directors are associated: December 31,
        
        December 31,
        
        January 1,2011
        
        2010
        
        2010Companies controlled by key management personnel
        $
        10,307
        $
        5,809
        $
        -Companies controlled by directors
        
        19,142
        
        24,497
        
        -Companies controlled by directors - indemnity (Note 10)
        
        584,447
        
        551,447
        
        625,348$
        613,896
        $
        581,753
        $
        625,348
 These amounts, except those related to the indemnity, are unsecured, non-interest bearing and have no fixed terms of repayment. The Company incurred the following transactions with directors of the Company and companies or professional firms with which directors are associated: December 31,
        
        December 31,2011
        
        2010Management fees
        $
        30,000
        $
        30,000Professional fees
        
        30,375
        
        72,745Rent
        
        6,000
        
        6,000Interest expense on indemnity
        
        33,000
        
        35,769$
        99,375
        $
        144,514
 The Company incurred the following transactions with officers of the Company and companies or professional firms with which officers are associated: December 31,
        
        December 31,2011
        
        2010Exploration and development costs
        $
        30,220
        $
        31,319Professional fees
        
        24,593
        
        16,082$
        54,813
        $
        47,401
 These transactions are in the normal course of operations and are measured at fair value as determined by management. 18.
        Non-cash Transactions
 During the year ended December 31, 2011, the Company incurred the following non-cash transactions that are not reflected in the statement of cash flows: Years endedDecember 31,
        December 31,2011
        
        2010Fair value of shares issued on settlement of exploration and evaluation asset costs
        $
        420,000
        $
        -Exploration and evaluation asset costs included within accountspayable and accrual liabilities
        
        2,177
        
        80,254Interest on indemnity
        
        33,000
        
        1,447$
        455,177
        $
        81,701
 . . . 27
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  19.
        First-Time Adoption of International Financial Reporting Standards:
 IFRS 1, First-time Adoption of International Financial Reporting Standards, sets forth guidance for the initial adoption of IFRS. Under IFRS 1, the standards are applied retrospectively at the transitional statement of financial position date with all adjustments to assets and liabilities taken to retained earnings unless certain exemptions are applied. The Company has applied the following exemptions to its opening statement of financial position dated January 1, 2010: a)
        Share-based Payment Transactions
 IFRS encourages, but does not require, first-time adopters to apply IFRS 2, Share-based Payment, to equity instruments that were granted on or before November 7, 2002, or equity instruments that were granted subsequent to November 7, 2002 and vested before the later of the date of transition to IFRS and January 1, 2005. The Company has elected not to apply IFRS 2 to awards that vested prior to January 1, 2010. IFRS 1 also outlines specific guidelines that a first-time adopter must adhere to under certain circumstances. The Company has applied the following guidelines to its opening statement of financial position dated January 1, 2010: b)
        Estimates
 In accordance with IFRS 1, an entity's estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under previous GAAP, unless there is objective evidence that those estimates were in error. The Company's IFRS estimates as of January 1, 2010 are consistent with its Canadian GAAP estimates for the same date. IFRS employs a conceptual framework that is similar to Canadian GAAP. However, significant differences exist in certain matters of recognition, measurement and disclosure. While adoption of IFRS has not significantly changed the Company's actual cash flows, it has resulted in changes to the Company's reported financial position and results of operations. In order to allow the users of financial statements to better understand these changes, the Company's Canadian GAAP statements of operations, comprehensive loss and deficit, statement of financial position and statement of cash flows for the year ended December 31, 2010 have been reconciled with IFRS, with the resulting differences explained. . . . 28
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  19.
        First-Time Adoption of International Financial Reporting Standards: (Continued)
  c)
        Share-based Payment
 IFRS Each tranche of an award with different vesting dates is considered a separate grant for the calculation of fair value, and the resulting fair value is amortized over the vesting period of the respective tranches; andForfeiture estimates are recognized in the period they are estimated, and are revised for actual forfeitures in subsequent periods. Canadian GAAP The fair value of stock-based awards with graded vesting are calculated as one grant and the resulting fair value is recognized on a straight-line basis over the vesting period; andForfeitures of awards are recognized as they occur. d)
        Deferred Tax Asset/Liability
 IFRS All deferred tax assets and liabilities must be classified as non-current. Canadian GAAP Deferred tax assets and liabilities can be classified as current or non-current as appropriate. This did not result in any change on the reconciliation as all deferred tax assets had a valuation allowance bringing to future tax asset to zero. e)
        Accounts Payable, Accrued Liabilities and Provisions
 IFRS A provision is a liability of uncertain timing or amount. Provisions are disclosed separately from liabilities and accrued liabilities and require additional disclosure. Canadian GAAP Accounts payable, accrued liabilities and provisions are disclosed on the statement of financial position as a single line item. . . . 29
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  19.
        First-Time Adoption of International Financial Reporting Standards: (Continued)
  f)
        Impairment
 IFRS If indication of impairment is identified, the asset's carrying value is compared to the asset's discounted cash flows. If the discounted cash flows are less than the carrying value, the asset is impaired by an amount equal to the difference between the discounted cash flows and carrying value. Canadian GAAP If indication of impairment is identified, the asset's carrying value is compared to the asset's undiscounted cash flows. If the undiscounted cash flows are less than the carrying value, the asset is impaired by an amount equal to the difference between discounted cash flows and the carrying value. The Company completed an impairment review of its assets at January 1, 2010 and concluded that assets were not impaired in accordance with IFRS. There was no impairment of assets at December 31, 2010. g)
        Presentation
 The presentation of cash flow statement in accordance with IFRS differs from the presentation of cash flow statement in accordance with Canadian GAAP. . . . 30
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  19.
        First-Time Adoption of International Financial Reporting Standards: (Continued)
 The January 1, 2010 Canadian GAAP statement of financial position has been reconciled to IFRS as follows: January 1, 2010Canadian
        
        
        Effect ofNOTE
        
        GAAP
        
        
        transition to
        
        
        IFRSASSETS
        
        
        
        
        
        IFRSCurrent assetsCash
        
        $
        294,722
        
        
        
        
        $
        294,722Accounts receivable
        
        
        22,291
        
        
        
        
        
        22,291Prepaid expenses
        
        
        17,993
        
        
        
        
        
        17,993335,006
        
        
        
        
        
        335,006Mineral Rights
        
        
        4,418,618
        
        
        
        
        
        4,418,618Property, building and equipment
        
        
        135,109
        
        
        
        
        
        135,109$
        4,888,733
        
        
        
        
        $
        4,888,733LIABILITIESCurrent liabilitiesAccounts payable and accrued liabilities
        e
        $
        335,684
        
        
        ($22,400
        )
        $
        313,284Provisions
        e
        
        
        
        
        22,400
        
        
        22,400Current portion of mortgage payable
        
        
        2,856
        
        
        
        
        
        2,856338,540
        
        
        
        
        
        338,540Indemnity
        
        
        625,348
        
        
        
        
        
        625,348Mortgage payable
        
        
        82,658
        
        
        
        
        
        82,658708,006
        
        
        
        
        
        708,0061,046,546
        
        
        
        
        
        1,046,546SHAREHOLDERS' EQUITYShare Capital
        
        
        21,409,542
        
        
        
        
        
        21,409,542Contributed surplus
        
        
        1,204,025
        
        
        
        
        
        1,204,025Deficit
        
        
        (18,771,380
        )
        
        
        
        
        (18,771,380
        )3,842,187
        
        
        
        
        
        3,842,187$
        4,888,733
        
        
        
        
        $
        4,888,733
 . . . 31
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  19.
        First-Time Adoption of International Financial Reporting Standards: (Continued)
 The Canadian GAAP statement of financial position at December 31, 2010 has been reconciled to IFRS as follows: December 31, 2010Canadian
        
        
        Effect ofNOTE
        
        GAAP
        
        
        transition to
        
        
        IFRSASSETS
        
        
        
        
        
        IFRSCurrent assetsCash
        
        $
        384,840
        
        
        
        
        $
        384,840Accounts receivable
        
        
        10,978
        
        
        
        
        
        10,978Prepaid expenses
        
        
        18,663
        
        
        
        
        
        18,663414,481
        
        
        
        
        
        414,481Exploration and evaluation assets
        
        
        4,572,537
        
        
        
        
        
        4,572,537Property, building and equipment
        
        
        129,319
        
        
        
        
        
        129,319$
        5,116,337
        
        
        
        
        $
        5,116,337LIABILITIESCurrent liabilitiesAccounts payable and accrued liabilities
        e
        $
        263,879
        
        
        $(18,000
        )
        $
        245,879Provisions
        e
        
        
        
        
        18,000
        
        
        18,000Current portion of mortgage payable
        
        
        3,074
        
        
        
        
        
        3,074266,953
        
        
        
        
        
        266,953Indemnity
        
        
        551,447
        
        
        
        
        
        551,447Mortgage payable
        
        
        79,584
        
        
        
        
        
        79,584631,031
        
        
        
        
        
        631,031897,984
        
        
        
        
        
        897,984SHAREHOLDERS' EQUITYShare Capital
        
        
        22,064,202
        
        
        
        
        
        22,064,202Contributed surplus
        
        
        1,232,430
        
        
        
        
        
        1,232,430Deficit
        
        
        (19,078,279
        )
        
        
        
        
        (19,078,279
        )4,218,353
        
        
        
        
        
        4,218,353$
        5,116,337
        
        
        
        
        $
        5,116,337
 . . . 32
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  19.
        First-Time Adoption of International Financial Reporting Standards: (Continued)
 The Canadian GAAP income statement and statement of comprehensive income for the twelve months ended December 31, 2010 have been reconciled to IFRS as follows: 12 months ended December 31, 2010Canadian
        
        Effect ofNOTE
        
        GAAP
        
        transition to
        
        IFRSRevenue
        
        
        
        
        IFRSRent
        
        
        -
        
        
        
        -ExpensesAmortization
        
        
        895
        
        
        
        895Bank charges & interest
        
        
        362
        
        
        
        362Filing fees
        
        
        21,312
        
        
        
        21,312Interest - long term
        
        
        41,990
        
        
        
        41,990Insurance
        
        
        2,881
        
        
        
        2,881Management fees
        
        
        30,000
        
        
        
        30,000Marketing & promotion
        
        
        1,823
        
        
        
        1,823Office & miscellaneous
        
        
        8,184
        
        
        
        8,184Professional fees
        
        
        153,698
        
        
        
        153,698Property tax
        
        
        5,255
        
        
        
        5,255Rent
        
        
        6,000
        
        
        
        6,000Share-based compensation
        
        
        -
        
        
        
        -Telephone
        
        
        8,683
        
        
        
        8,683Transfer fees
        
        
        8,784
        
        
        
        8,784Travel
        
        
        6,725
        
        
        
        6,725Wages & benefits
        
        
        38,128
        
        
        
        38,128$
        (334,720
        )
        
        $
        (334,720
        )Other IncomeInterest income
        
        
        373
        
        
        
        373Miscellaneous  income
        
        
        27,448
        
        
        
        27,448Net Loss and comprehensive loss
        
        
        (306,899
        )
        
        
        (306,899
        )Deficit, beginning
        
        
        (18,771,380
        )
        
        
        (18,771,380
        )$
        (19,078,279
        )
        
        $
        (19,078,279
        )Loss per share
        
        
        (0.004
        )
        
        
        (0.004
        )Weighted average number of common shares outstanding
        
        
        81,188,428
        
        
        
        81,188,428
 . . . 33
    GETTY COPPER INC.NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2011 and 2010(Stated in Canadian dollars)  19.
        First-Time Adoption of International Financial Reporting Standards: (Continued)
 The reconciliation of the statement of cash flows for the twelve months ended December 31, 2010: December 31, 2010 (12 months)Canadian
        
        Effect ofNOTE
        
        GAAP
        
        transition to
        
        
        IFRSIFRSOperating ActivitiesNet loss for the period
        
        $
        (306,899
        )
        
        
        
        $
        (306,899
        )Adjustments to net lossAmortization - administration
        
        
        895
        
        
        
        
        
        895Stock option compensation
        
        
        -
        
        
        
        
        
        -Interest income
        g
        
        -
        
        $
        (373
        )
        
        (373
        )Interest income received
        g
        
        -
        
        
        373
        
        
        373Interest expense
        g
        
        -
        
        
        65,891
        
        
        65,891Interest paid
        g
        
        -
        
        
        (65,891
        )
        
        (65,891
        )Net change in non-cash working capital balancesDecrease (increase) in accounts receivable
        
        
        11,313
        
        
        
        
        
        11,313Decrease (increase) in prepaid expenses
        
        
        (670
        )
        
        
        
        
        (670
        )Increase (decrease) in accounts payable
        e
        
        8,449
        
        
        4,400
        
        
        12,849Increase (decrease) in provisions
        e
        
        -
        
        
        (4,400
        )
        
        (4,400
        )Increase (decrease) in Indemnity payable
        
        
        (73,901
        )
        
        
        
        
        (73,901
        )(360,813
        )
        
        
        
        
        (360,813
        )Cash flows from financing activitiesMortgage principal repayments
        
        
        (2,856
        )
        
        
        
        
        (2,856
        )Private placements, net of issue costs
        
        
        683,065
        
        
        
        
        
        683,065680,209
        
        
        
        
        
        680,209Cash flows used in investing activitiesInvestment in exploration and evaluation assets
        
        
        (229,278
        )
        
        
        
        
        (229,278
        )Net increase (decrease) in cash
        
        
        90,118
        
        
        
        
        
        90,118Cash and cash equivalentsBeginning of period
        
        
        294,722
        
        
        
        
        
        294,722Cash and cash equivalentsEnd of period
        
        $
        384,840
        
        
        
        
        $
        384,840
 . . . 34
     GETTY COPPER INC. MANAGEMENT DISCUSSION & ANALYSIS DECEMBER 31, 2011 The following discussion and analysis of the results of operations and financial position of the Company for the year ending December 31, 2011 should be read in conjunction with the December 31, 2011 financial statements and the related notes which have been prepared adopting International Financial Reporting Standards (“IFRS”). All dollar amounts in this Management Discussion and Analysis (“MD&A”) are stated in Canadian dollars. The effective date of this report is date of filing. Forward Looking Statements This document may contain forward-looking statements. Forward-looking statements are often, but not always identified by words such as “believes”, “may”, “likely”, “plans”, or similar words. Overall Performance The Company is engaged in the acquisition and exploration of natural resource properties. Since 1993, the Company has been focussing on exploration, when funds permit, on parts of its approximately 269 km2(104 miles2)mineral properties in Highland Valley, British Columbia. These properties adjoin the large porphyry copper mining and milling operations of Highland Valley Copper. A recently conducted Titan 24 DC/IP Geophysical Survey by Quantec Geoscience Ltd. has successfully identified at least 39 geophysical anomalies of which 12 can be considered high priority drill targets. According to Quantec, in summary, “anomaly priorities are based on a combination of depth below surface, size of the chargeability anomaly, correlation between conductors with chargeability highs and trust in an anomaly (i.e. the anomaly can be followed over several lines and the HS-chargeability model shows a similar shaped anomaly). The number of the high priority targets is based on occurrences on each line.” The Titan -24 DC/IP/MT geophysical survey was conducted over the Getty Copper’s Highland Valley property between November 20thand December 13thof 2010. A total of 12 lines of data were collected (23.2 line-km of direct current induced polarization (“DC/IP”) and 19.2 line-km Magnetotelluric (MT) data with a station spacing of 100 m. The survey geometry for the DC/IP component was a pole-dipole geometry. The line spacing was 250 m. and the lines were located in staggered fashion over the Getty North Deposit, the Getty South Deposit and the Getty West Zone, which is 1.4 km to the southwest of the Getty North Deposit. The objective of the survey was to further delineate the geophysical signatures of the Getty North and Getty South deposits, and the Getty West Zone, as well as identify other anomalies and features of interest. The survey covered only a small percentage of the total Getty property surface area. The survey confirmed by correlation with the past drill results the location of Getty North, and South Deposits, and revealed a large anomaly southwest of the Getty North deposit named the Getty West anomaly. Overall data quality was high. Several NNE-SSW striking faults were identified as narrow conductive features in both the DC and MT models, as well as breaks in the chargeability models. The survey produced an excellent correlation between mineralization shown in the drill holes targeting the Getty North and South deposits and the location of anomalies IP-07, IP-08 and IP-01 respectively. Based on the recent Quantec program results and the previous 43 101 pre Feasibility study Getty is focused on a plan estimated at $5 million CDN to move the project forward toward feasibility, subject to financing being available. This is projected to include approximately 12,000 meters of drilling to expand the Getty North and Getty South reserves and resources while also delineating the exploration targets revealed by the Quantec work and previous studies. As well confirmatory Geotechnical and Metallurgical programs will be undertaken. Also, environmental and permitting activities will be advanced and basic engineering in support of a feasibility study will be undertaken. Page | 1
   GETTY COPPER INC. MANAGEMENT DISCUSSION & ANALYSIS DECEMBER 31, 2011 Summary of Survey Results: Ø
      Getty North DepositIt appears that the higher copper assays observed in the Getty North drill holes correlate very closely to the centers of the chargeability anomalies, whereas the high copper assays correlate better with the contact between the high-moderate chargeability features.The Getty North deposit anomaly appears to be composed of two centers of high chargeability, where the western center extends further north-east following the interpreted faults and chargeability highs. The resistivity is moderate-low for both centers.Ø
      Getty South DepositThe higher copper assays for the Getty South Deposit, correlate very well with the center of the chargeability anomaly. The chargeability anomaly suggests additional potential for copper mineralization at depth, which can be determined by extending the survey line in a possible second stage Titan 24 survey.The Getty South Deposit anomalies are represented by a low resistivity, and a weak to moderate chargeability feature extending to approx. 350 m (,1,150 ft.) below the surface which confirms the known deposit dimensions which is visible on all 4 short lines (250N-1000N). The chargeability anomaly could be open to depth, since the length of the survey lines (survey geometry) limits the depth of penetration at this location. The strongest response of the Getty South deposit is on line 500N, where the anomaly has an east-west length of approximately 350 m (1,148 ft.) located between 50 m (164 ft.) depth and the bottom of the model.Quantec recommended to extend the lines over the Getty South Deposit in both the east and the west directions, to better image the Getty South IP anomaly with the full depth of penetration capability with the Titan-24 system. Several other lines can also be considered, since other smaller anomalies have been identified in this survey which are only covered by a single additional line due to the staggered nature of the line locations, filling in the gaps of data, can be considered to further study these single line anomalies.Ø
      Getty West ZoneThe Getty West anomaly is a near surface structure of 320 m (1,050 feet) in east west direction. This feature is a weak to moderate chargeability & moderate-low resistivity and spans four (4) lines (L3000N-3750N).There is further potential for the Getty West anomaly to be further extended south. Since the IP anomaly is not closed off by the southern most line. Additional lines of Titan-DC/IP and MT are also recommended to fill the gap between the Getty South and Getty north groups of lines.Quantec also recommends to follow-up this survey with a borehole DC-IP survey is order to further delineate potential deposits and identify off-hole anomalies, due to the large number of available boreholes (provided the holes are still open).The MT method could also be of use for further exploration of the Getty property, since many of chargeability anomalies appear to be related, or at least bound by an interpreted fault. One interpretation of the geophysical data suggests that the NW trending faults exert a strong control on mineralization. Drill hole data seem to confirm this interpretation. Page | 2
   GETTY COPPER INC. MANAGEMENT DISCUSSION & ANALYSIS DECEMBER 31, 2011 The price of copper has rebounded strongly from the slump in 2009 as a result of worldwide economic conditions. There is no way to predict future metal prices and therefore current prices may not reflect future prices and this may have a bearing on the time frame that would be required to place any mineral deposit that may be located on the property into commercial production. The Company continues its efforts to move the properties into the development stage to take advantage of the current demand for copper. Result of Operations Due to reduced commodity prices and a lack of working capital, nominal exploration work was carried out by the Company between 1998 and 2003. Consequently at the years ended December 31, 2001 to December 31, 2003 the financial statements were adjusted to reflect a provision for impairment of mineral properties. The Company’s working capital decreased to ($8,087) for the year ending December 31, 2011 from $147,528 at December 31, 2010, the decrease is due to annual operation and exploration & development expenditures during the year. The Company’s total assets increased during the year ending December 31, 2011 to $5,250,673 an increase of $134,336 from December 31, 2010. A private placement completed in December 2010 offset the funds used to pay administrative expenses. The Company’s liabilities decreased by $144,807. The Company has no significant source of working capital other than funds raised through private placement, exercising of warrants and Incentive Stock Options. The loss from operations for the year ending December 31, 2011 decreased by $162,978 over the loss reported at December 31, 2010. The decrease can be attributed to $171,972 of accounts payable written off at December 31, 2011. Operation expenditures for the year ending December 31, 2011 decreased to $316,940 compared to $334,720 at December 31, 2010. Professional fees for the year ending December 31, 2011 $120,906 (2010 - $153,698) which include legal fees of $63,141 (2010 - $119,616) and $57,765 (2010 - $34,082) in accounting and audit fees. Selected Quarterly Information:Dec. 31, 2011
        Dec. 31, 2010
        Dec. 31, 2009Loss for the quarter
        $80,945
        ($110,745)
        ($165,245)Loss for the year ending
        (143,921)
        (306,899)
        ($1,083,970)Loss per share:
        ($0.002)
        ($0.004)
        ($0.01)Assets
        $5,250,673
        $5,116,337
        $4,888,733
  Summary of Quarterly Results IFRS
        IFRS
        IFRS
        IFRS
        IFRS
        IFRS
        IFRS
        IFRSDec. 31
        Sept. 30
        June 30
        Mar. 31
        Dec. 31
        Sept. 30
        June 30
        March 312011
        2011
        2011
        2011
        2010
        2010
        2010
        2010Income
        $ ---
        $ ---
        $ ---
        $ ---
        $ ---
        $499
        $ 26,949
        ---Loss before Other items (Income)
        $91,149
        $ 66,193
        $ 85,696
        $73,902
        $110,745
        $ 84,547
        $75,420
        $63,635Net loss (Income)
        ($80,945)
        $ 66,019
        $ 85,351
        $73,496
        $110,745
        $ 84,048
        $48,471
        $63,635Loss per share
        $ (0.001)
        $0.001
        $0.001
        $0.001
        $ 0.001
        $0.001
        $0.001
        $0.001Loss per share diluted
        $ (0.001)
        $0.001
        $0.001
        $0.001
        $ 0.001
        $0.001
        $0.001
        $0.001
 IFRS – International Financial Reporting Standards  Page | 3
   GETTY COPPER INC. MANAGEMENT DISCUSSION & ANALYSIS DECEMBER 31, 2011 During the year ended December 31, 2011, the Company incurred $467,837 in deferred costs as follows: Getty
        
        
        Getty
        
        
        Getty
        
        
        Getty South
        
        
        Getty
        
        
        TotalNorthwest
        
        
        Central
        
        
        North
        
        
        50% interest
        
        
        Southwest
        
        
        Exploration &DevelopmentGeology
        $
        150,000
        
        
        -
        
        $
        152,439
        
        $
        77,439
        
        
        -
        
        $
        379,878Metallurgy
        
        -
        
        
        -
        
        
        810
        
        
        810
        
        
        -
        
        
        1,620Other
        
        31,994
        
        
        408
        
        
        26,010
        
        
        24,853
        
        
        3,074
        
        
        86,339Total exploration & development costs
        $
        181,994
        
        $
        408
        
        $
        179,259
        
        $
        103,102
        
        $
        3,074
        
        $
        467,837
  During the year ending December 31, 2010, the Company incurred $153,919 in deferred costs as follows: Getty
        
        
        Getty
        
        
        Getty
        
        
        Getty South
        
        
        Getty
        
        
        TotalNorthwest
        
        
        Central
        
        
        North
        
        
        50% interest
        
        
        Southwest
        
        
        Exploration &DevelopmentPre-feasibility study
        
        -
        
        
        -
        
        
        5,938
        
        
        5,938
        
        
        -
        
        
        11,876Geology
        
        -
        
        
        -
        
        
        1,521
        
        
        1,521
        
        
        -
        
        
        3,042Other
        
        35,549
        
        
        29
        
        
        53,021
        
        
        45,167
        
        
        5,235
        
        
        139,001Total exploration & development costs
        $
        35,549
        
        $
        29
        
        $
        60,480
        
        $
        52,626
        
        $
        5,235
        
        $
        153,919
  Liquidity The Company has no mineral producing properties at this time and receives no revenues from production. All of the Company’s properties are late stage potential development projects (Getty North and Getty South) and exploration projects, and there is no assurance that a commercially viable ore deposit exists in any such properties, except for the Getty North and Getty South deposits which are the subject of the West Coast Environmental Pre-Feasibility Study, until further exploration work and a comprehensive evaluation based upon unit cost, grade, tonnage, recoveries, and other factors conclude economic feasibility. In April 2011, the Company issued 1,400,000 shares in consideration of certain services provided to the Company pursuant to a Letter Of Intent dated September 15, 2010. In this Letter Of Intent, it was proposed that Effisolar Energy Ltd. could earn up to a 51% interest in the Getty property upon completing certain conditions. Due to the length of time of negotiations for a formal agreement to be completed, the parties entered into a binding interim agreement, whereby Effisolar would fund a $420,000 work program on the Property. Within this agreement, the parties agreed that if a formal option and joint venture agreement was not signed by December 15, 2010, the Company would issue a total of 1,400,000 shares to Effisolar to pay for the work program. Since this deadline has passed without a formal agreement being signed, the company issued the 1,400,000 shares in April 2011. During the current year, the Company entered into consulting agreements which called for the Company to grant 500,000 options on August 31, 2011 at $0.10, exercisable for a two year period and vesting 12.5 % quarterly. As of April 16, 2012, there were 325,000 finders warrants outstanding and if these warrants and the issued incentive stock options were exercised the number of shares outstanding would become 92,192,537,. Page | 4
   GETTY COPPER INC. MANAGEMENT DISCUSSION & ANALYSIS DECEMBER 31, 2011 Outlook The Company continues its efforts to advance the status its mineral properties. Although the PFS has accorded probable reserve status to a portion of the known resources, it is uncertain whether the Company will determine that it has additional potentially economically recoverable reserves and whether it will be able to obtain the necessary financing to complete the exploration and commercial development of the mineral properties, the Company believes that it may be able to economically develop the Getty North and Getty South deposits on its mineral properties. The ability to raise funds to develop its properties may be challenging in light of current metal prices and market conditions for financing junior exploration companies. However, International Financial Reporting Standards require that development costs related to mineral properties be written down for impairment unless there is persuasive evidence that impairment has not occurred. The Company advises that the previous litigation it was involved in no longer impacts the levels of performance or achievements The Company’s management remains committed to the advancement of the Company’s Highland Valley mineral claims, subject to a positive feasibility study, production permitting and financing. Related Party Transactions Except as disclosed in this report there were no related party transactions. During the year ending December 31, 2011, Cinnamon Jang Willoughby, a professional accounting firm to which director and CFO Donald Willoughby is associated, billed the Company $24,593 (2010- $16,082) in accounting fees related to tax filings, quarterly report review and other professional accounting related matters. For the year ending December 31, 2011, the Company was billed $30,375 (2010 - $72,745) in legal fees to a firm that Bernhard Zinkhofer, Corporate Secretary, is associated with, $6,000 (2010 -$6,000) office rent to Deborah Resources Ltd. and $30,000 (2010 - $30,000) management fees to Freeway Properties Inc., and both companies are controlled by the Managing Director,John Lepinski. During the year ending December 31, 2011, the company owed $550,000 plus interest at 6% per annum to Mr. Lepinski as part of an indemnity settlement. (See note 10 of the December 31, 2011 Financial Statements.) During the year ending December 31, 2011 the Company was billed $30,220 (2010- $31,319) to Allihies Engineering Inc. for technical services, which is a company held by director and president Corby Anderson. Outstanding share data As of April 16, 2012, there were 88,292,537 common shares outstanding. Changes in accounting policy Accounting changes: International Financial Reporting Standards (“IFRS”): The Company adopted International Financial Reporting Standards ("IFRS") on January 1, 2011, with a transition date of January 1, 2010. These unaudited condensed interim financial statements, including comparatives, have been prepared using accounting policies consistent with IFRS and in accordance with International Accounting Standards ("IAS") 34 - Interim Financial Reporting and IFRS 1 – First-time Adoption of IFRS. The disclosures concerning the transition from Canadian GAAP to IFRS are included in the unaudited condensed interim financial statements. Page | 5
   GETTY COPPER INC. MANAGEMENT DISCUSSION & ANALYSIS DECEMBER 31, 2011 Additional Disclosure West Coast Environmental and Engineering (WCE) has completed the independent, National Instrument 43-101 compliant preliminary feasibility study (PFS) in June 2009 covering the Getty North and Getty South claims (together the “Getty Project”). This PFS has been filed on www.SEDAR.comas a technical report. This report was subsequently updated in May 2010 and has been filed on SEDAR. WCE is a consulting and engineering firm comprised of independent, qualified technical personnel with multiple disciplines who are professionally registered and certified. The Getty Project is located in the Highland Valley near Logan Lake, British Columbia, in the Kamloops Mining Division of British Columbia, Canada. The Highland Valley area is a well known mining district that has historically produced copper and molybdenum, since 1962. Production of these metals as well as by-product gold is carried out today by Teck's Highland Valley Copper mine located in the immediate vicinity of the Getty Project. The purpose of the PFS was to provide estimates of copper and molybdenum resources and probable reserves in accordance with Canadian Institute of Mining and Metallurgy standards within the Getty North and South deposits, prepare preliminary mining and processing plans, and perform an economic analysis to determine the feasibility of the project on a 100% project basis (meaning the PFS includes 100% of the Getty South claims although it is only 50% owned by Getty and 50% owned by Robak Industries Ltd., a private company owned by John Lepinski, a director of Getty). In addition, WCE recommends the further exploration with a view to expansion of both the Getty North and Getty South deposits. The Getty North property is comprised of 26 mineral claims located in south central British Columbia, Canada near latitude 50° 34' 15" North and longitude 121° 0' 3" West. To date diamond drilling on the Getty North property totals approximately 46,490 meters in 210 holes and percussion drilling totals approximately 5724 meters in 74 holes. In addition, 23 kilometers of induced polarization surveys, 23 kilometers of geochemical soil sampling surveys and detailed geological mapping has been conducted. The Getty North deposit is recommended by WCE to be developed laterally to the west, southwest and northeast of the deposit and also in the deeper sulphide zone. The deeper resources appear to occur within the continuous shoots that are amenable to open-pit mining followed by rubber tire underground mining methods. Additional drilling and sampling will likely increase the tonnage and grade estimates of the Getty North deposit as well as raise the resources to a higher category. The Getty South property is currently 50% owned and 100% controlled by Getty Copper Inc. and 50% owned by Robak Industries Ltd., a related party. The parties operate the Getty South under a 2002 agreement which gives Getty discretion over spending and operations on the property. Getty carries Robak’s share of expenses with any carried amounts to be recovered by Getty in priority to Robak in the event of commercial production from Getty South. The Getty South property is comprised of 22 Crown granted mining claims, located in south central British Columbia, Canada on map sheet 921/056 near latitude 50° 32' 32" North and longitude 120° 59' 28". The Getty South property has been explored with almost 400 meters of surface trenching, approximately 20,353 meters of diamond drilling from surface and underground sites and 1,719 meters of underground workings. Most recently, an exploration program composed of 13 reconnaissance diamond drill holes and 15 surface trenches with a total length of 1,572 meters were completed in 1996 and 1997. The Getty South deposit is recommended by WCE to be further explored with particular attention given to the west, northeast and southeast areas to fill in gaps identified in the mine model that would potentially increase the probable reserves of the deposit. Like the Getty North deposit, the deeper resources appear to occur within continuous shoots that should be amenable to open-pit mining followed by rubber tire underground mining methods. Proper in-fill drilling, trenching and bulk sampling should be conducted to reclassify the resource at a potentially higher category. Additional deep-level-in-fill and exploratory drilling is also recommended to examine the vertical and lateral extent of copper mineralization in the underlying sulphide zone. The financial aspects and indicators for the Getty Project have been determined by using cash flow analysis to evaluate the capital and operating costs generated for the development, operation and closure for the estimated life of the Getty Project. A 12 month pre-production period is proposed to allow for capital outlay, pre-stripping and mine development. The Getty Project would have an estimated mine life of 17 years given the reserves independently determined by WCE in the PFS report. This assumes a nominal 15,000 tonnes of ore mined per day with an open-pit mining operation. The Page | 6
   GETTY COPPER INC. MANAGEMENT DISCUSSION & ANALYSIS DECEMBER 31, 2011 Getty ores would be treated with conventional crushing, grinding and flotation to produce bulk copper and molybdenum containing concentrates. The flotation tailings, which contain the oxide fraction of the copper ore, would then be treated by industrially proven, acidic vat leaching for copper recovery. The combined copper and molybdenum flotation concentrate will be pressure leached utilizing industrially-proven, nitrogen species catalyzed (NSC) pressure oxidation. Conventional copper solvent extraction and electrowinning would be used to produce on site LME quality electrowon copper metal cathodes. The leached molybdenum would be recovered via hydrometallurgical processing to produce molybdenum trioxide on site. A sodium sulphate by product will also be produced and sold. In addition, the Getty hydrometallurgical plant has been sized with extra process capacity to accommodate the treatment of outside custom copper and molybdenum concentrates. Overall, the designed production capacity of the Getty Project metallurgical facilities is estimated to be 30,000 tonnes of copper metal cathode and 2,250 tonnes of molybdenum trioxide per annum. Further, based on the financial and technical outcomes of metallurgical process detailed in the WCE PFS The project is subject to a 11⁄2% net smelter return royalty in favour of Robak Industries Ltd which was taken as a direct cost. The project is subject to an environmental review by provincial and federal regulatory agencies and before any commercial production can be achieved a permit under the Mines Actof British Columbia will need to be obtained. The report contemplates reclamation and closure costs of $7,800,000 CDN. Net Revenue will be subject to federal income at the rate of 21.6% of net income with an allowance for mining royalties. Provincial Income tax is charged at the rate of 14.36% of net income less provincial mining tax of 13%. (Property taxes were included in the model) Summary and Outlook The Company is a British Columbia company engaged in the business of mineral exploration in the Highland Valley of British Columbia. The Company does not have any properties that are in production or that contain a proven reserve. The Company’s main focus is to concentrate on seeking exploration funding or a joint venture partner to advance the status of the Getty North and Getty South deposits. Additional Information Additional information relating to the company, its activities and operations is available on SEDAR at www.sedar.com. Page | 7
      EXHIBIT 14.1Section 302 of the Sarbanes-Oxley Act of 2002 
        CEO Certification I, Corby G. Anderson, certify that: 1.
        I have reviewed this annual report on Form 20-F of Getty Copper Inc. (the “Company”);2.
        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.
        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;4.
        The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: a)
        Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;b)
        Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;c)
        Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)
        Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and 5.
        The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): a)
        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; andb)
        Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Date: April 27, 2012 /s/ Corby G, AndersonCorby G. Anderson
      President & Chief Executive Officer
      EXHIBIT 14.2Section 302 of the Sarbanes-Oxley Act of 2002 
        CFO Certification I, Donald Willoughby, certify that: 1.
        I have reviewed this annual report on Form 20-F of Getty Copper Inc. (the “Company”);2.
        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.
        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;4.
        The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: a)
        Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;b)
        Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;c)
        Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)
        Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and 5.
        The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): a)
        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; andb)
        Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Date: April 27, 2012 _/s/ Donald WilloughbyDonald Willoughby 
      Chief Financial Officer
      EXHIBIT 15.1Section 906 of the Sarbanes-Oxley Act of 2002 
        CEO Certification In connection with the annual report of Getty Copper Inc. (the “Company”) on Form 20-F for the fiscal year ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Corby G. Anderson, President & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Corby G. Anderson Name: Corby G. Anderson
      Title: President & Chief Executive Officer 
      April 27, 2012 A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This certification accompanies the Form 20-F to which it relates, is not to be deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 20-F), irrespective of any general incorporation language contained in such filing.
      EXHIBIT 15.2Section 906 of the Sarbanes-Oxley Act of 2002 
        CFO Certification In connection with the annual report of Getty Copper Inc. (the “Company”) on Form 20-F for the fiscal year ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald Willoughby, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Donald Willoughby Name: Donald Willoughby 
      Title: Chief Financial Officer 
      April 27, 2012 A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This certification accompanies the Form 20-F to which it relates, is not to be deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 20-F), irrespective of any general incorporation language contained in such filing.