First Graphene Ltd. — Capital/Financing Update 2020

Apr 23, 2020

Proposed issue of securities

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Announcement Summary

Entity name

FIRST GRAPHENE LIMITED

Announcement Type

New announcement

Date of this announcement

Friday April 24, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +Security Code	+Security Description	+securities to be issued
FGR	ORDINARY FULLY PAID	47,507,008
FGROC	OPTION EXPIRING 08-AUG-2021	47,507,008

Ex date

Wednesday May 6, 2020

+Record date

Thursday May 7, 2020

Offer closing date

Thursday May 21, 2020

Issue date

Thursday May 28, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

FIRST GRAPHENE LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 50007870760

1.3 ASX issuer code

FGR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday April 24, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

FGR : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

Details of +securities proposed to be issued

ASX +Security Code and Description

FGR : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 10

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What will be done with fractional Maximum Number of +securities entitlements? proposed to be issued Fractions rounded up to the next 47,507,008 whole number

Purpose of the issue

To raise funds to expand and further automate the Company¿s production facility, increase the marketing activities in Australia and accelerate its research and development on PureGRAPH® being incorporated into a new range of rubber and High-density polyethylene (HDPE) products.

Offer price details for retail security holders

Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.13000

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? Yes

Provide the oversubscription details

Eligible Shareholders who wish to subscribe for Shares above their Entitlement are invited to apply for Shortfall Shares under the Shortfall Offer by completing the appropriate section on their Entitlement and Acceptance Form.

May a scale back be applied to this event?

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Yes

Provide the scale back details

If the number of Shortfall Shares applied for by Eligible Shareholders exceeds the total Shortfall, the Shortfall Shares will be allocated among applying Eligible Shareholders proportionate to their existing holdings.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ASX +Security Code and Description

FGROC : OPTION EXPIRING 08-AUG-2021

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ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Offer ratio (ratio of attaching securities at which the new +securities will be issued) The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 1 What will be done with fractional entitlements? Maximum Number of +securities proposed to be issued 47,507,008 Not applicable Offer price details for retail security holders Issue Currency Offer Price per +security AUD - Australian Dollar AUD 0.00000 Estimated or Actual? Actual

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? No

May a scale back be applied to this event? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3C - Timetable

3C.1 +Record date Thursday May 7, 2020

3C.2 Ex date Wednesday May 6, 2020

3C.4 Record date

Thursday May 7, 2020

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3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Tuesday May 12, 2020

3C.6 Offer closing date Thursday May 21, 2020

3C.7 Last day to extend the offer closing date Monday May 18, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis

Friday May 22, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors Tuesday May 26, 2020

3C.11 Issue date

Thursday May 28, 2020

3C.12 Date trading starts on a normal T+2 basis

Friday May 29, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Tuesday June 2, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

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Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue

To expand and further automate production facility, increase marketing activities in Australia, accelerate R&D on PureGRAPH® being incorporated into a new range of rubber and High-density polyethylene (HDPE) products.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has security holders who will not be eligible to participate in the proposed issue Canada, France. Gibraltar, Hong Kong, Korea, Malaysia, Mongolia, Monaco, Netherlands, Qatar, Singapore, Sri Lanka, Thailand, UAE, UK, US, Vietnam, BVI. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue tba

3F.7 Any other information the entity wishes to provide about the proposed issue tba

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