First Graphene Ltd. — Capital/Financing Update 2003

Nov 20, 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

21 November 2003

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

Dear Sir/Madam,

OPTIONS GRANTED TO DIRECTORS, STAFF & CONSULTANTS

Following the approval of shareholders today, Tolhurst Noall Group Ltd has granted options to directors, staff and consultants:

• 4,000,000 options with an exercise price of 25 cents expiring 21 November 2005.
• 3,400,000 options with an exercise price of 25 cents expiring 21 November 2007.

The Appendix 3B is attached.

Yours faithfully.

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

7,400,000

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

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

Unlisted Options in Tolhurst Noall Group Ltd

• $\overline{2}$ 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)

4,000,000 options with an exercise price of 25 cents and an expiry date of 21 November 2005

3,400,000 options with an exercise price of 25 cents and an expiry date of 21 November 2007

⁺ 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

21 November 2003

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

Number	*Class
74.998,696	ORDINARY
Note: 4,200,000 shares issued on $5/11/03$ do not rank for the issue as per details in the Offer Information Statement dated 7/11/03.

Options granted to Directors, Staff and Consultants

Not applicable

Nil

		Number	+ Class
9	ali and + class of Number: "securities not quoted on ASX (including the securities in clause) 2 if applicable)	11.482.100	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 approval Ĭs security required?	Not applicable
$12 \,$	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the "securities will be offered	Not applicable
14	Class of securities to which the offer relates	Not applicable
15	determine $R$ ecord date to entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
$17\,$	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	Not applicable
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date $f_{\rm O}$ receipt of acceptances or renunciations	Not applicable

⁺ See chapter 19 for defined terms.

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

⁺ 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 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.	for which Class of securities quotation is sought	Not applicable
40.	Do the "securities rank equally in all Not applicable respects from the date of allotment with an existing class of quoted securities?
	If the additional securities do not rank equally, please state: the date from which they do $\bullet$ the extent to which they $\bullet$ participate for the next dividend, the case trust, (in- οf 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 ⁺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.

Date: $\ldots$

• 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.
• 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. $\overline{4}$ We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

(Director/Company secretary)

CRAIG A. GRAHAM-SMITH..

.......................................

Print name:

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⁺ See chapter 19 for defined terms.