First Graphene Ltd. — Director's Dealing 2003

Nov 4, 2003

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/9/2001.

Name of entity	Tolhurst Noall Group Ltd
ABN 50 007 870 760

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Gerald Andrew McDouall
Date of last notice	6 October 2003

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of " notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Purchase of 4,200,000 ordinary shares by Balgreggan Financial Investments Limited ("BFIL") a company associated with Mr McDouall.
	These ordinary shares will not participate in the currently proposed one for four pro rata entitlement issue to shareholders of the company.
Date of change	5 November 2003
No. of securities held prior to change	82,456 (Tartan Securities Limited) 3,200,000 (BFIL)
Class	Ordinary
Number acquired	4,200,000 Ordinary Shares
Number disposed	Nil

⁺ See chapter 19 for defined terms.

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$168,000.00
No. of securities held after change	7,482,456
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back-	Issue of securities special pursuant to resolution of members

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of " notifiable interest of a director" should be disclosed in this part.

Detail of contract	Gerald Andrew McDouall is a director and shareholder in Balgreggan Financial Investments Limited ("BFIL"). BFIL had contracted to subscribe for 4,000,000 ordinary shares in the company (refer Tolhurst Noall Group Ltd release of 15 November 2002). The issue of 4,200,000 ordinary shares to BFIL is in lieu of the completion of the original terms and conditions of this contract, including the issue of 16,000,000 options to BFIL. The proposed option issue to BFIL will not proceed.
Nature of interest	Indirect
Name of registered holder (if issued securities)	Balgreggan Financial Investments Limited
Date of change	5 November 2003
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	3,200,000 Ordinary Fully Paid Shares
Interest acquired	Nil
Interest disposed	The proposed option issue to BFIL will not proceed.

⁺ See chapter 19 for defined terms.

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	\$168,000
Interest after change	Interest in 7,482,456 ordinary shares.

⁺ See chapter 19 for defined terms.