First Graphene Ltd. — Capital/Financing Update 2021

May 26, 2021

Proposed issue of securities

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Announcement Summary

Entity name

FIRST GRAPHENE LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday May 27, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued FGR ORDINARY FULLY PAID 26,864,754

Proposed +issue date Monday May 31, 2021

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

ACN

Registration Number

007870760

1.3 ASX issuer code

FGR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday May 27, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +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 7B - Issue details

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? No

Details of +securities proposed to be issued

ASX +security code and description

FGR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

1,021,276

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

As set out in the announcement to the ASX on 27 May 2021, 1,021,276 Ordinary Shares are being issued in satisfaction of the Company's obligation to pay a fee to the subscriber under the Subscription Agreement.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

240,000.000000

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

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class Details of +securities proposed to be issued ASX +security code and description FGR : ORDINARY FULLY PAID Number of +securities proposed to be issued 2,800,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities As set out in the announcement to the ASX on 27 May 2021, the initial 2,800,000 Ordinary Shares in the placement are being issued to the subscriber under the Subscription Agreement. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

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ASX +security code and description

FGR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

23,043,478

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.23000

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

Part 7C - Timetable

7C.1 Proposed +issue date

Monday May 31, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

26,864,754

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue As set out in the announcement to the ASX on 27 May 2021 and elsewhere in this Appendix 3B, the Company will pay a fee to the subscriber, by way of the issuance of 1,021,076 shares.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

As set out in the announcement to the ASX on 27 May 2021, the proceeds will be used to fund sales growth and other working capital requirements.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Further details regarding the proposed issue of ordinary shares are set out in the announcement to the ASX on 27 May 2021.

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