First Graphene Ltd. — Capital/Financing Update 2003

Nov 6, 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

7 November 2003

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

Dear Sir/Madam,

RENOUNCEABLE RIGHTS ISSUE

Further to our announcement we hereby lodge an Offer Information Statement for a pro-rata renounceable rights issue to raise approximately \$700,000.

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 177/96. Origin: Appendix 5. Amended 17798, 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.

and due dates for payment; if

conversion price and dates for

"convertible securities,

conversion)

Part 1 - All issues

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

	+ Class of + securities issued or to be issued	FULLY PAID ORDINARY SHARES
-2.	Number of + securities issued or to be issued (if known) or maximum number which may be issued	MAXIMUM NUMBER WHICH MAY BE ISSUED IS 17,699,674
3	Principal terms of the securities (eg, if options, exercise price and date; if partly paid expiry "securities, the amount outstanding	AS PER THE TERMS OF ALL EXISTING FULLY PAID ORDINARY SHARES IN TOLHURST NOALL GROUP LTD

the

⁺ See chapter 19 for defined terms.

Do the *securities rank equally in al $\overline{4}$ respects from the date of allotmen with an existing ⁺class of quote *securities?

If the additional securities do no rank equally, please state:

• the date from which they do
• the extent to which the $\bullet$ participate for the next dividend (in the case of a trust distribution) or interest payment
• the extent to which they do no 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

$\bar{8}$ Number and +class of all *securities quoted on ASX lincluding 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.

$\mathbf{I}$	YES
ıt
d
, t
y
I,
t,
, t
n
l,

TO RAISE FUNDS FOR WORKING CAPITAL

4 CENTS

PURPOSES

⁺ See chapter 19 for defined terms.

9 and + class of ali Number *securities not quoted on ASX (including the securities in clause) 2 if applicable)	Number 4,200,100	+ Class OPTIONS EXPIRING VARIOUS DATES EXERCISABLE AT VARIOUS PRICES
-----------------------------------------------------------------------------------------------------------------------------------------------------	---------------------	-------------------------------------------------------------------------------------------------------------------------

Dividend policy (in the case of a NOT APPLICABLE $10₁₀$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holder approval security ĬS. required?	NO.
$12 \overline{ }$	Is the issue renounceable or non- renounceable?	RENOUNCEABLE
13	Ratio in which the "securities will be offered	1:4 (ONE NEW SHARE FOR EVERY FOUR SHARES HELD)
14	Class of securities to which the offer relates	TNL ORDINARY SHARES
15	determine *Record- date to entitlements	18 NOVEMBER 2003
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	NOT APPLICABLE
$17\,$	Policy for deciding entitlements in relation to fractions	FRACTIONAL ENTITLEMENTS WILL BE ROUNDED UP TO THE NEAREST WHOLE SHARE
18	Names of countries in which the entity has *security holders who will not be sent issue new documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	CANADA, HONG KONG, IRELAND, MALAYSIA, SINGAPORE & UNITED KINGDOM
19.	οf Closing date for receipt acceptances or renunciations	12 DECEMBER 2003

⁺ 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	NOT APPLICABLE
	broker to the issue
24.	any handling fee Amount of	NOT APPLICABLE
	payable to brokers who lodge
	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	21 NOVEMBER 2003
	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 12 NOVEMBER 2003
	applicable)
29.	Date rights trading will end (if 5 DECEMBER 2003 applicable)
30	How do *security holders sell their	See instructions on Entitlement and Acceptance
	entitlements in full through a	Form
	broker?
31		See instructions on Entitlement and Acceptance
	How do *security holders sell part of their entitlements through a	Form
	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 See instructions on Entitlement and Acceptance Form

19 DECEMBER 2003

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.	Class of + 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 which they the extent to participate for the next dividend, (in- the case οf $\mathbf{a}$ 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
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.
• $\overline{4}$ 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.

Sign here:

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

CRAIG A. GRAHAM-SMITH..

Print name:

== == == == ==

⁺ See chapter 19 for defined terms.