First Graphene Ltd. — Capital/Financing Update 2007

Jun 3, 2007

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, 1/1/2003, 24/10/2005.

Name of entity

Tolhurst Group Limited (formerly Tolhurst Noall Group Limited)

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).

$\pm$ Class of $\pm$ securities issued or to be $\mathbf{1}$ issued

Fully Paid Ordinary Shares

14,052,255

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

All securities are fully paid ordinary shares.

⁺ 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?	Yes
	If the additional securities do not rank equally, please state: the date from which they do ٠ the extent to which they participate for the next dividend, (in the case of 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
5	Issue price or consideration	50 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shares issued under a 1 for 8 Rights Issue to provide funding for the cash component of the consideration for the acquisition by the company of InterFinancial Holdings Pty Ltd.
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	5 July 2007
	$^{+}$ class of all $126,470,291$ Number and securities quoted ASX. on (including the securities in clause 2 if applicable)	Number	Class Fully paid ordinary securities
			*Note: some of these shares are subject to escrow
		on 30/05/2007	conditions, as disclosed in the Appendix 3B lodged

⁺ See chapter 19 for defined terms.

9	Number and + class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)	Number * Class 7.100,000 Options over ordinary shares expiring at various dates and exercisable at various prices
10	trust, distribution policy) on the increased capital (interests)	Dividend policy (in the case of a No change in the dividend policy of the company

Part 2 - Bonus issue or pro rata issue

11	holder approval security ls. required?	No
12.	Is the issue renounceable or non- renounceable?	Non-renounceable
13	be offered	Ratio in which the 'securities will I new share for every 8 shares held
14	+ Class of + securities to which the offer relates	Ordinary Shares
15	+Record date determine tо entitlements	13 June 2007
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Fractions will be rounded up.
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.	Singapore United Kingdom Ireland Canada China
19	of Closing date for receipt acceptances or renunciations	29 June 2007
20	Names of any underwriters	Contango Capital Partners Ltd Thorney Holdings Pty Ltd

⁺ See chapter 19 for defined terms.

21	Amount of any underwriting fee or commission	3% on the amount underwritten shares
22.	Names of any brokers to the issue	Not applicable
23.	Fee or commission payable to the broker to the issue	Not applicable
24	any handling fee Amount of 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	15 June 2007
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	4 June 2007
28.	Date rights trading will begin (if applicable)	Not applicable
29.	Date rights trading will end (if applicable)	Not 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
32.	How do + security holders dispose of their entitlements (except by sale through a broker)?	Not applicable
33	+Despatch date	5 July 2007

⁺ See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

-34	(tick one)	Type of securities
$\left( a\right)$		Securities described in Part 1
(b)		All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employer 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

NOT APPLICABLE

Tick to indicate you are providing the information or documents

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 +securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 ⁺quotation is sought
• 39 Class of *securities for which quotation is sought
• 40 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
• the extent to which they participate for the next dividend, (in the case of 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

(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	$\overline{C}$ lass

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ *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 an illegal purpose.
• There is no reason why those 'securities should not be granted 'quotation. $\bullet$
• 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 ٠ 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.
• 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.
• $\overline{3}$ 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: (Company secretary)

Print name:

DAVID FOTHERINGHAM

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⁺ See chapter 19 for defined terms.