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First Graphene Ltd. Capital/Financing Update 2007

Jun 3, 2007

35640_rns_2007-06-03_f7a38401-4227-4c1c-b821-fa88891725af.pdf

Capital/Financing Update

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ANNOUNCEMENT OF RIGHTS ISSUE

4 June 2007

Tolhurst Group Limited (Tolhurst) is pleased to announce a non-renounceable rights issue of fully paid ordinary shares to existing shareholders at a price of 50 cents per new share, on the basis of 1 new share for every 8 shares held (Rights Issue). The Rights Issue will be made under a prospectus to be lodged later today with the Australian Securities and Investments Commission (ASIC) (Prospectus). The Rights Issue will be open to existing shareholders of Tolhurst with registered addresses in Australia and New Zealand only.

Rights Issue

The Rights Issue comprises an offer of fully paid ordinary shares to existing shareholders as at the record date of 13 June 2007 (Record Date). One new share will be offered for every 8 shares held at the Record Date. Under the Rights Issue, Tolhurst will issue approximately 14,052,255 new ordinary shares to raise approximately \$7,017,796 before expenses. The new shares issued will rank equally with existing ordinary shares in Tolhurst.

Funds raised from this Rights Issue will be used as part of the consideration to acquire InterFinancial Holdings Pty Ltd (as disclosed to ASX Limited (ASX) on 21 March 2007) (Acquisition). A general meeting of Tolhurst shareholders today approved the issue of Tolhurst shares to the shareholders of InterFinancial Holdings Pty Ltd as part of the consideration for the Acquisition. Shareholders also approved the change of name from Tolhurst Noall Group Limited to Tolhurst Group Limited.

Though the Board of Tolhurst is confident that the Acquisition will proceed, if it does not proceed for any reason, the funds from the Rights Issue will be used to further progress Tolhurst's strategic business plan. The Board expects the formal sale documentation for the Acquisition to be executed shortly.

Underwriting and Pre-commitments

Tolhurst, has received binding commitments from several shareholders to subscribe for 4,526,075 new shares in the Rights Issue, representing 32.2% off all new shares available in the Offer.

The balance of the Rights Issue is fully underwritten by Contango Capital Partners Limited and Thorney Investment Group Ltd in equal proportions. The underwriters will be entitled to a 3% fee for their respective underwritten proportions and their pre-commitments.

Timetable

Tolhurst expects the Rights Issue to be conducted according to the following timetable:

Melbourne

$\sim 10$

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

$\bar{t}$ of $\bar{t}$ of $\bar{t}$ A Participant of ASX Group Australian Fisancial Services License No. 238444

Tolburst Ltd ABN 52 003 237 536 ToBasse NoaB Group Lamited

ABN 50 007 870 768

If any information. recommendation or advice. is supplied with this letter. Tomarst i, id and its ernolovees and associates to the full extent permitted by law deaclaim any liability for that information. recommendation or advice and to the extent liability is imposed by law and is not avoided by the disclaimer. The liability of Tolhurst Ltd and all of its employees and associates does not exterio to ariv consequential

or economic loss.

Lodgment Date – The date of lodgement of the Prospectus with ASX and
ASIC.
Mon 4 June 2007
Ex Date – The date on which Tolhurst shares commence trading without the
entitlement to participate in the Rights Issue.
Wed 6 June 2007
Record Date – The date for determining entitlements of Tolhurst
shareholders to participate in the Rights Issue (NB 7:00pm AEST).
Wed 13 June 2007
Prospectus sent to Shareholders - Anticipated despatch of Prospectus
and Entitlement and Acceptance Forms.
Fri 15 June 2007
Closing Date – The last day for receipt of Entitlement and Acceptance
Forms (NB 5:00pm AEST).
Fri 29 June 2007
Despatch Date – Anticipated date new shares issued pursuant to the Rights
Issue will be entered into uncertificated accounts (Holding statements will be
despatched 3 business days later).
Thurs 5 July 2007
First Trading Date - Trading of new shares commences. Fri 6 July 2007

Tolhurst reserves the right to change this timetable subject to the ASX Listing Rules, Corporations Act 2001 and, if necessary, the approval of the Underwriters.

A Prospectus for the Rights Issue will be lodged later today with ASIC and ASX and will be available on Tolhurst's website at www.tolhurst.com.au, and on the website of ASX at www.asx.com.au.

By order of the Board.

Chymre

Mr David Fotheringham Company Secretary Tolhurst Group Limited

If any information, recommendation or advice is supplied with this tetter, Tolburst Noall Ltd and its errolovees and associates to the full extent permitted by taw disclaim any fiability for that information, reconsmendation or advice and to the extent fiability is imposed by law and is not. avoided by the disclaimer. The fiability of Tolhurst Noal! Ltd and all of its employees and associates does not extend to any consequential or economic loss