First Graphene Ltd. — Capital/Financing Update 2004

Mar 31, 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

1 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 and Partial Underwriting

Further to its announcement on 25 February 2004, Tolhurst Noall Group Ltd (Company) today announced an offer of ordinary shares (Shares) to shareholders under a Share Purchase Plan (SPP) in accordance with ASIC Class Order 02/831 (Class Order).

Each shareholder of Tolhurst Noall Group who is registered as such at 7.00 pm (Melbourne time) on the record date of 14 April 2004 will be entitled to apply for Shares at an issue price of 12 cents per share (Issue Price), to be calculated in accordance with the Class Order. In the event that the Issue Price does not comply with the terms of the Class Order, Tolhurst reserves the right not to proceed with the offer under the SPP. Each shareholder may invest up to \$5,000 in Shares in the Company in multiples of \$1,000.

The first \$750,000 to be raised by the SPP has been underwritten by Chimaera Capital Pty Ltd, River Capital Pty Ltd and J T Campbell & Co Pty Ltd. The underwriting commitment of each underwriter is subject to a number of conditions and in the case of Chimaera is also subject to the performance of its sub-underwriters.

The terms and conditions of the offer will be sent to the ASX and shareholders on 19 April 2004.

Funds from the SPP will be applied towards the working capital of the Company. The SPP follows the Company's rights issue late in 2003 that raised approximately \$700,000 and the recent announcement of its result for the six months ended 31 December 2003. In the six months to 31 December 2003, Tolhurst Noall Group posted a net profit before tax of \$2.281 million, of which the operating profit was \$1.655 million.

Yours faithfully,

Copient

CRAIG GRAHAM-SMITH Company Secretary