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US$75000000 Lupatech Finance Limited - Banco Best

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ended March 31, 2007, which have been reviewed and audited by Mr. Juan Carlos Fernandez,<br />

respectively, as stated in their report appearing herein.<br />

The financial statements of Gasoil as of and for the six month periods ended June 30, 2006 (which are<br />

included as comparative information with respect to the financial statements of Gasoil as of and for the six months<br />

ended June 30, 2007) have not been audited or subject to a limited review by BDO or any other independent<br />

accountant. Therefore, considering the fact that the financial statements as of and for the six months ended June 30,<br />

2006 have not been audited or reviewed by any independent accountant and that the audit of the financial statements<br />

for the year ended December 31, 2006 resulted in a qualified report as indicated in “Risk Factors”, the degree of<br />

reliance on such financial information as of and for the six month periods ended June 30, 2006 should be restricted<br />

in light of the limited nature of the review procedures applied. See “Risk Factors—Risks Relating to our<br />

Company—The audited financial statements of Gasoil for the year ended December 31, 2006, which contained a<br />

qualified opinion from BDO, have not been included in this offering circular” for more information on the Gasoil<br />

financial statements.<br />

Our consolidated financial statements included in this offering circular consolidate the financial position<br />

and results of operations of <strong>Lupatech</strong> and the following subsidiaries:<br />

For the years ended December 31, 2005, 2006 and 2007:<br />

• Metalúrgica Nova Americana Ltda., or MNA; and<br />

• <strong>Lupatech</strong> North America, LLC, or <strong>Lupatech</strong> North America.<br />

For periods since the respective dates of acquisition of:<br />

• Carbonox Fundição de Precisão Ltda., or Carbonox (of which we acquired a controlling interest in<br />

April 2005 and subsequently acquired all outstanding shares on December 31, 2005 and the results of<br />

which we began to consolidate as of May 1, 2005);<br />

• Metalúrgica Ipê Ltda., or Mipel-SP (which we acquired in April 2006 and the results of which we<br />

began to consolidate as of April 1, 2006);<br />

• Itasa Industria y Tecnología en Aceros S.A., or Itasa (which we acquired in June 2006 and the results<br />

of which we began to consolidate as of June 1, 2006);<br />

• Válvulas Worcester de Argentina S.A., or Worcester, and its subsidiary Esferomatic S.A., or<br />

Esferomatic (which we acquired in December 2006 and the results of which we began to consolidate as<br />

of January 1, 2007);<br />

• Cordoaria São Leopoldo Off Shore S.A., or CSL Offshore (which we acquired in April 2007 and the<br />

results of which we began to consolidate as of April 1, 2007);<br />

• <strong>Lupatech</strong> Petroima Equipamentos para Petróleo Ltda., or Petroima (which we acquired in April 2007<br />

and the results of which we began to consolidate as of April 1, 2007);<br />

• Gasoil Serviços Ltda., or Gasoil (which we acquired in July 2007 and the results of which we began to<br />

consolidate as of July 1, 2007);<br />

• Kaestner & Salermo Comércio e Serviços Ltda., or K&S, and its subsidiary Ocean Coating<br />

Revestimentos Ltda, or Ocean (which we acquired in July 2007 and the results of which we began to<br />

consolidate as of July 1, 2007);<br />

• Jefferson Sudamericana S.A., or Jefferson (which we acquired in November 2007 and the results of<br />

which we began to consolidate as of October 1, 2007);<br />

xi

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