First Graphene Ltd. — Capital/Financing Update 2003

Dec 18, 2003

TOLHURST NOALL GROUP LTD

A.C.N 007 870 760 Level 29, 35 Collins Street, Melbourne Victoria 3000 Australia Telephone: (03) 9242 4000 Facsimile: (03) 9242 4040

TNL

19 December 2003

Companies Announcements Office Australian Stock Exchange Limited Exchange Centre 20 Bond Street SYDNEY NSW 2000

Dear Sir/Madam,

RIGHTS ISSUE ALLOTMENT OF NEW SHARES

The Directors of Tolhurst Noall Group Ltd allotted 17,699,697 shares today following the successful completion of our 1 for 4 Renounceable Rights entitlement issue.

Holding statements and refund cheques (where applicable) will be despatched to shareholders shortly.

The Appendix 3B is attached.

Yours faithfully,

Coleman

CRAIG GRAHAM-SMITH Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

TOLHURST NOALL GROUP LTD

ABN

50 007 870 760

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{I}$ ^$+$ Class of $+$ securities issued or to be issued

Ordinary Shares in Tolhurst Noall Group Ltd

• 17.699,697 $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the ⁺securities | (eg, if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates for payment; if "convertible securities, the conversion price and dates for conversion)

Not applicable

• See chapter 19 for defined terms.

Do the *securities rank equally in all $\overline{4}$ respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• $\bullet$ the date from which they do
• the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• $\overline{7}$ Dates of entering $\pm$ securities into $\left[$ uncertificated holdings or despatch of certificates

19 December 2003

$\overline{4}$ cents

Working Capital

⁺class $\bar{8}$ Number and $\sigma$ f all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
92,698,393	ORDINARY

⁺ See chapter 19 for defined terms.

		Number	+ Class
-9	all and *class of Number "securities not quoted on ASX (including the securities in clause) 2 if applicable)	11.480,100	OPTIONS EXPIRING VARIOUS DATES EXERCISABLE AT VARIOUS PRICES

$10₁₀$ Dividend policy (in the case of a $\sqrt{\frac{1}{1 + \frac{1}{1}}$ Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holder Not applicable security approval Ĭs required?
12	Is the issue renounceable or non- Not applicable renounceable?
13	Ratio in which the "securities will Not applicable be offered
14	Class of securities to which the Not applicable offer relates
15	determine Not applicable *Record date to entitlements
16	Will holdings on different registers Not applicable (or subregisters) be aggregated for calculating entitlements?
$17\,$	Policy for deciding entitlements in Not applicable relation to fractions
18	Names of countries in which the Not applicable entity has *security holders who will not bе sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Not applicable Closing date of l $f_{\rm O}$ receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters	Not applicable
21.	Amount of any underwriting fee or	Not applicable
	commission
22.	Names of any brokers to the issue	Not applicable
23.	Fee or commission payable to the broker to the issue	Not applicable
24	handling of fee Amount any	Not applicable
	brokers who lodge payable to
	acceptances or renunciations on behalf of *security holders
25.	If the issue is contingent on	Not applicable
	"security holders' approval, the date
	of the meeting
26	Date entitlement and acceptance	Not applicable
	form and prospectus or Product Disclosure Statement will be sent to
	persons entitled
27.	If the entity has issued options, and	Not applicable
	the terms entitle option holders to participate on exercise, the date on
	which notices will be sent to option
	holders
28.	Date rights trading will begin (if	Not applicable
	applicable)
29.	Date rights trading will end (if Not applicable
	applicable)
30	How do "security holders sell their	Not applicable
	entitlements in full through a broker?
31	How do *security holders sell part of their entitlements through a	Not applicable
	broker and accept for the balance?

⁺ See chapter 19 for defined terms.

32 How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date Not applicable

Not applicable

Part 3 - Ouotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$
• $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form $\overline{a}$ new class, go to 43)

Tick to indicate you are providing the information or Not applicable documents

35

If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders

36

If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional $\dot{\tau}$ securities

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38.	Number of securities for which + quotation is sought	Not applicable
39.	Class of $\pm$ securities for which quotation is sought	Not applicable
40	Do the "securities rank equally in all respects from the date of allotment with an existing class of quoted securities?	Not applicable
	If the additional securities do not rank equally, please state: the date from which they do the extent which they to participate for the next dividend, (in- the case of trust. a distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	Not applicable
	(if issued upon conversion of another security, clearly identify that other security)
42.	Number and + class of all + securities quoted on ASX (including the securities in clause 38)	Number Not applicable	* Class Not applicable

(now go to $43$ )

⁺ See chapter 19 for defined terms.

All entities

Fees

43 Payment method (tick one)

Cheque attached

Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the "securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those ⁺securities should not be granted ⁺quotation.
• An offer of the $\dot{ }$ securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the "securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

• $\mathbf{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Coping

Sign here:

....................................... (Director/Company secretary)

Date: .... 19 December 2003..................

Print name: CRAIG A. GRAHAM-SMITH...........

== == == == ==

⁺ See chapter 19 for defined terms.