First Graphene Ltd. — Capital/Financing Update 2003

Oct 5, 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

6 October 2003

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

Dear Sir/Madam.

TOLHURST NOALL GROUP LTD

Pursuant to the General Meeting today which approved that, for the purpose of Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited, members approve the issue by the Company of 1,040,000 fully paid ordinary shares in the capital of the Company at an issue price of 25 cents per share to Balgreggan Financial Investments Limited, it was resolved by the Directors to allot the 1,040,000 shares.

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

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

$\mathbf{1}$ issued

⁺Class of ⁺securities issued or to be FULLY PAID ORDINARY SHARES

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

1,040,000

NOT APPLICABLE

⁺ See chapter 19 for defined terms.

4	Do the "securities rank equally in all 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 which they the. extent to participate for the next dividend, οf the case (in 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	YES
5	Issue price or consideration	25 CENTS
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	WORKING CAPITAL PURPOSES
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	6 OCTOBER 2003
8	Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	Number 70,408,696	+ Class ORDINARY

⁺ See chapter 19 for defined terms.

EXERCISABLE AT VARIOUS PRICES

DATES

⁺Class OPTIONS EXPIRING VARIOUS

		Number
0	Number and $\pm$ class of all $\pm$ securities 4,200,100 not quoted on ASX (including the
	securities in clause 2 if applicable)

$10¹⁰$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

NOT APPLICABLE

Part 2 - Bonus issue or pro rata issue

$11$ NOT APPLICABLE Is. security holder approval required? NOT APPLICABLE $12^°$ Is the issue renounceable or nonrenounceable? Ratio in which the *securities will be NOT APPLICABLE $13^°$ offered $14$ *Class of *securities to which the NOT APPLICABLE offer relates NOT APPLICABLE $15$ *Record date $\mathfrak{t}$ $\mathfrak{o}$ determine entitlements NOT APPLICABLE 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? $17 \overline{ }$ Policy for deciding entitlements in NOT APPLICABLE relation to fractions NOT APPLICABLE 18 Names of countries in which the entity has "security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. of NOT APPLICABLE 19 Closing date $for$ receipt acceptances or renunciations

⁺ 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	Amount of any handling 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 - Quotation 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 $(a)$ All other securities $(b)$

Example: restricted securities at the end of the eserowed 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 documents

NOT APPLICABLE

• 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
• 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

36

A copy of any trust deed for the additional "securities

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which NOT APPLICABLE + quotation is sought
39.	Class of *securities for quotation is sought	which 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 to which they participate for the next dividend, of $(in$ the case 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	NOT APPLICABLE
	Example: In the case of restricted securities, end of restriction period
	(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

• $\mathbf{1}$ "Ouotation 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 $\bullet$ 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.

• $\overline{3}$ 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:

$\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1$

⁺ See chapter 19 for defined terms.