First Graphene Ltd. — Capital/Financing Update 2020

May 4, 2020

05 May 2020

Dear Shareholder

==> picture [153 x 119] intentionally omitted <==

==> picture [153 x 30] intentionally omitted <==

FIRST GRAPHENE LIMITED – PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE

As announced on 24 April 2020, First Graphene Limited (ACN 007 870 760) ( Company ) is undertaking a non-renounceable rights issue of one (1) fully paid ordinary share in the capital of the Company ( Share ) for every ten (10) Shares held at an issue price of $0.13 per Share, together with one (1) free attaching quoted option (ASX Code: FGROC) for every one (1) Share subscribed for and issued ( New Option ), to raise up to $6,175,911 ( Offer ).

The Company lodged a prospectus for the Offer ( Prospectus ) with ASIC and ASX on 1 May 2020.

The Company intends to apply the funds raised from the Offer (less expenses) to research and development, capital equipment, ongoing factory operations, marketing and general working capital. For further specifics of the use of funds please refer to section 5.1 of the Prospectus.

Following completion of the Offer, assuming any shortfall is subsequently placed and the full subscription is raised, the Company will have issued approximately 47,507,008 Shares and 47,507,008 New Options resulting in total Shares on issue of 522,577,089 and total Options on issue of 119,411,658.

==> picture [127 x 78] intentionally omitted <==

Ineligible shareholders

A Shareholder who has a registered address outside Australia, New Zealand, Gibraltar or Hong Kong ( Ineligible Shareholder ) will not be eligible to participate in the Offer.

You are not eligible to participate in the Offer and you will not be sent a copy of the Prospectus. This decision has been made pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules after taking into consideration the costs of complying with legal and regulatory requirements in jurisdictions outside of Australia, New Zealand, Gibraltar and Hong Kong compared with the small number of Ineligible Shareholders and the number and value of Shares and New Options to which they would otherwise be entitled.

If you have any queries concerning the Offer, please contact your financial adviser or Peter Youd and/or Nerida Schmidt, joint Company Secretaries, on +61 (0)400 556 471 and +61 (0)411 709 472, respectively.

Yours sincerely

==> picture [127 x 98] intentionally omitted <==

Peter R Youd

Director, Chief Financial Officer & Company Secretary

Page 2 of 2