First Graphene Ltd. — Director's Dealing 2005

Jun 8, 2005

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 (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	2 June 2004

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
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances
giving rise to the relevant interest.
Date of change
No. of securities held prior
to change
Class
Number acquired
Number disposed
Value/Consideration
Note: If consideration is non-cash, provide-
details and estimated valuation

$\pm$ See chapter 19 for defined terms.

No. of securities held after change
Nature of change 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	On 31 March 2005, Mr McDouall, Tartan Securities
	Limited (a company controlled by Mr McDouall) and
	Dominion Finance Group Limited (DFGL) executed a
	Share Purchase Agreement, attached, (Agreement) for
	the provision of finance by DFGL to Mr McDouall.
	Under the Agreement, 5,678,000 fully paid ordinary
	shares in Tolhurst were transferred to DFGL (Sale
	Shares). Under the terms of the Agreement, Mr
	McDouall/Tartan has a right to repurchase the Sale
	Shares from DFGL.
Nature of interest	A right to repurchase the Sale Shares from DFGL under
	the Agreement.
Name of registered holder	Dominion Finance Group Limited
(if issued securities)
Date of change	31 March 2005
No. and class of securities to	Not applicable
which interest related prior to
change
Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired	A right to repurchase the Sale Shares.
Interest disposed	The Sale Shares.
Value/Consideration	DFGL will provide Mr McDouall a finance facility to a
Note: If consideration is non-cash, provide details and an estimated valuation	maximum of 70% of the market value of the Sale
	Shares.
Interest after change	A right to repurchase the Sale Shares.

⁺ See chapter 19 for defined terms.