First Graphene Ltd. — Capital/Financing Update 2007

Jun 11, 2007

ASX ANNOUCEMENT

FINANCIAL PLANNING

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TOLHURST TO ACQUIRE FINANCIAL PLANNING AND FUNDS MANAGEMENT GROUP

Independent Australian stockbroking and financial services group, Tolhurst Group Limited (Tolhurst)(ASX: TNL), has moved to further accelerate its strategy to becomes a full-service financial services house, today announcing the proposed acquisition of long-established independent financial planning group, Community & Corporate Financial Services Pty Ltd (ComCorp).

ComCorp currently has \$1.7 billion of funds under advice and management and forecast revenues for the 2008 financial year in excess of \$12m. The acquisition price of ComCorp is expected to be approximately \$39m, subject to ComCorp's aggregate earnings performance in the 2008 and 2009 financial years and ComCorp's Advisers and Credit Union participation.

Tothurst has signed a non-binding Term Sheet which sets out the terms under which it intends to purchase 100% of the issued capital of ComCorp, conditional upon:

• Completion of due diligence; $\ddot{\phantom{a}}$
• Agreement on an integrated business plan for the 2008 financial year;
• Agreement on and signing of formal transaction documentation; $\bullet$
• Key executives signing Executive Service Agreements; and $\bullet$
• Approval of the transaction by ComCorp and Tolhurst shareholders at respective General Meetings.

On completion of the transaction, the Tolhurst Board will extend an invitation to Mr Allyn Chant, the current Executive Vice Chairman of ComCorp, to join the Tolhurst Board. Mr Chant a Chartered Accountant was the founder of ComCorp and was previously an internal auditor specialising in finance and investments with MIM Holdings Limited.

It is intended that 50% of the acquisition price will be satisfied by a cash payment, funded by way of borrowings and cash reserves, and 50% of the acquisition price would be satisfied through the issue of new fully paid ordinary shares in Tolhurst at an issue price of 50 cents per share. The new shares would be issued in three tranches over a three year period and would be subject to escrow arrangements, future earnings performance hurdles and personnel retention requirements. The issue of these new shares will require the approval of Tolhurst shareholders at a General Meeting.

Subject to all conditions being met, the effective date of control by Tolhurst is expected to be 1 July 2007 and the transaction is expected to settle on 31 July 2007.

ComCorp is Brisbane based and has offices throughout the major capitals and regional areas of eastern Australia from Cairns to Melbourne. The ComCorp group is owned by its Directors, Advisers and Credit Unions. ComCorp has a network of quality advisers and enjoys strong and unique relationships with several large member-based organisations such as credit unions and industry superannuation funds.

Melbourne

Level 29 35 Collins Street Melbourne VIC 3000 1 (03) 9242 4000 F (03) 9242 4040 www.tolhurst.com.au

Sydney Perth Adelaide Gold Coast Minvarna Geraldton Mount Waverley Maroochydore Airlie Beach Gladstone Cairos

Toliverst Ltd A Participant of ASX Group Australian Fisancial Services License No. 238444

Toliversk Ltd ABN 52 003 237 536 ToBusst NoaB Group Limited

ABN 50 607 876 768 If any information. recommendation or advice. is supplied with this letter. Zolivesst 1.4d and its employees and associates. to the full extent permitted by law disclaim any fiability for that information. recommendation or advice and to the extent bability is imposed by law and is not avoided by the disclaimer. The trability of Toiminst Ltd and all of its employees and associates does not extend to any consequential or economic loss.

ASX ANNOUCEMENT.

TOLHURST

ComCorp serves 11 member-based organisations with more than 600,000 members and currently is in discussions with a number of other organisations that would increase that reach to in excess of 1 million members.

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The proposed acquisition reflects Tolhurst's strategic vision to further expand its geographical presence on the east coast of Australia and strengthen its wealth management activities. The acquisition is consistent with Tolhurst's strategic objective of growing and diversifying its revenue base and increasing cash Earnings per Share. The acquisition is expected to be cash Earnings per Share accretive in the first year.

Tothurst's Executive Chairman, Mr David Browne said: "The acquisition of ComCorp will be a transforming acquisition for Tothurst not only enhancing earnings but increasing our distribution capability and changing the profile and certainty of our earnings. It will also increase our opportunity to develop our own financial products and enhance our strategy of making Tolhurst a leading independent investment bank"

At the last AGM Tolhurst, Executive Chairman David Browne advised that Tolhurst was actively pursuing potential investment opportunities that would grow the company's revenue base and that were also earnings accretive. This strategy has already resulted in an agreement to acquire InterFinancial Holdings Pty Ltd corporate advisory and investment banking group. The proposed acquisition of ComCorp is a further significant step in the Tolhurst expansion and diversification strategy.

Melbourne Level 29 35 Collins Street Metbourne VIC 3000 1 (03) 9242 4000 F (03) 9242 4040 www.tolhurst.com.au

Sydney Perth Adelaide Gold Coast Minvarna Geraldton Mount Waverley Maroochydore Airlie Beach Gladstone Cairos

il any information, recommendation or advice is supplied with this letter. Tollsurst Noalt Etd and its employees and associates to the full extent permitted by law disclaim any liability for that information, recommendation or advice and to the extent (isbility is imposed by law and stinot. avoided by the disctarmer. The liability of Tolharet Noall. Undiand all of its employees and associates does not extend to any consequential or economic loss