First Graphene Ltd. — Capital/Financing Update 2004

Apr 19, 2004

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

20 April 2004

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

Dear Sir/ Madam.

TOLHURST NOALL GROUP LTD

Share Purchase Plan

Please find a copy of the letter and Share Purchase Plan Application Form which was mailed to shareholders yesterday.

Yours faithfully,

Coping

CRAIG GRAHAM-SMITH Company Secretary

TOLHURST NOALL GROUP LTD ABN 50 007 870 760 SHARE PURCHASE PLAN (PLAN) APPLICATION FORM

All registry communications to: c/- Computershare Investor Services L5. 115 Grenfell Street Adelaide South Australia 5000 Telephone: 1300 556 161 Facsimile: (08) 8236 2305 ASX Code: TNL

Record Date: 14 April 2004 Opening Date: 19 April 2004 Closing Date: 19 May 2004 Issue Date: 2 June 2004

A APPLICATION

I/We, the above shareholder(s), being registered as ordinary shareholder(s) in the Company as at the Record Date for this offer do hereby apply for new shares as indicated below at an issue price of 12 cents.

Applications must be made for a minimum of \$1,000 worth of shares, with multiples of \$1,000 thereafter, up to a maximum of \$5,000 worth of shares.

A\$3,000

Please tick the appropriate box

B PAYMENT DETAILS

A\$1,000

INSERT DETAILS OF YOUR CHEQUE OR BANK CHEQUE - PLEASE COMPLETE IN BLOCK LETTERS

Drawer

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Amount

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C CERTIFICATION

For the purpose of the ASIC Class Order 02/831, you certify and confirm that the aggregate price for:

• (a) shares you have applied for under this application; and
• (b) any other shares you have applied for under this Plan or any other Company share purchase plan or similar arrangement in the 12 months prior to the date of your application, (including through joint and/or beneficial holdings) does not exceed \$5,000.

Sionature(s)

44.4 STATION . . .

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• If you want to participate in this offer, please carefully read the terms and conditions of the offer set out in the accompanying $\mathbf{1}$ . letter dated 19 April 2004 (Terms and Conditions).
• Complete all the required details on the Application Form, noting that all amounts are expressed in Australian Dollars. 2.
• Write the cheque for the exact amount of the shares you want to acquire. Please make the cheque payable to Tolhurst Noall 3. Share Purchase Plan.
• 1. Please return the Application Form, together with the cheque, to Tolhurst Limited in the enclosed reply paid envelope.
• 1. Ensure that your Application Form and cheque reach us by the closing date of the offer being no later than CST 5 pm on 19 May 2004.
• If signed under power of attorney, the attorney states that they have not received a notice of revocation of that power. 6.

Please carefully read the Terms and Conditions relating to the Plan as you will be bound by them. By lodging this form with your cheque, you confirm that you have read, understood and agree to be bound by the Terms and Conditions of the Plan and the Constitution of the Company