First Graphene Ltd. — Director's Dealing 2005

Dec 29, 2005

Appendix 3Y

Rule 3.19A.2

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 (Tolhurst)
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	30/09/2005

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.	Sale of 3,000,000 shares held by Dominion Finance Group Limited, a company that is associated with Mr McDouall
Date of change	22 December 2005
No. of securities held prior to change	5,678,000
Class	Ordinary Shares
Number acquired	nil
Number disposed	3,000,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$720,000
No. of securities held after change	2,678,000

⁺ See chapter 19 for defined terms.

Nature of change	Off market trade
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back

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	Share purchase agreement made 31 March 2005.
Nature of interest	Party to the contract
Name of registered holder (if issued securities)	Dominion Finance Group Limited
Date of change	22/12/2005
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	3,000,000 ordinary shares
Interest acquired	nil
Interest disposed	3,000,000 ordinary shares
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	\$720,000
Interest after change	2,678,000 ordinary shares

$+$ See chapter 19 for defined terms.