First Graphene Ltd. — M&A Activity 2007

Mar 20, 2007

Wednesday 21st March 2007

Tolhurst to Acquire InterFinancial Holdings Ltd

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Independent Australian stockbroking and financial services group, Tolhurst Limited (ASX: TNL), has moved to further accelerate the growth of its investment banking and corporate advisory division, today announcing the proposed acquisition of long-established independent investment bank and advisory group, InterFinancial Holdings Pty Ltd.

Established in 1987, InterFinancial Holdings specialises in mergers and acquisitions (M&A). capital raising and strategic advice to small to mid-sized organisations in the ASX-listed. unlisted and public sectors. In the last five vears InterFinancial has managed M&A transactions worth more than \$4.5 billion and equity capital raisings exceeding \$360 million.

The proposed acquisition reflects Tolhurst's strategic vision to further expand its geographical presence on the east coast of Australia and strengthen the capabilities of its corporate division in M&A, equity capital markets and structured finance. The corporate division is one of the key growth areas for the Group outside of its stockbroking business.

The acquisition is consistent with the Group's strategic objective of growing and diversifying its revenue base and increasing Earnings per Share. The acquisition is expected to be Earnings per Share accretive in the first year.

Tolhurst's Executive Chairman, Mr David Browne said: ""the acquisition of InterFinancial builds on the depth, range and quality of expertise in Tolhurst making Tolhurst a leading independent investment bank"

On completion of the transaction, the Tolhurst board will extend an invitation to Mr Greg Bundy, the current non-executive Chairman of InterFinancial, to join the Tolhurst Board, Mr Bundy has over two decades of experience in investment banking, stockbroking and funds management. He was previously Vice Chairman of Merrill Lynch Asia Pacific with responsibility for all capital market accounts from Korea to Australia.

Commenting on the proposed transaction, Mr Bundy said: "Becoming part of the Tolhurst Group will enable us to offer small and mid-sized businesses a level of advice which will rival that normally reserved for blue chip players."

Tolhurst intends to purchase 100% of InterFinancial with cash and scrip. The Tolhurst Board has resolved to raise new capital to underpin the acquisition through a 1-for-8 nonrenounceable rights issue at 50c per share. Further details of this rights issue will be announced shortly.

Completion of the transaction is subject to confirmatory due diligence and shareholder approval, with the effective date for the acquisition expected to be 1 July 2007.

InterFinancial will continue to trade under its own name and continue to expand as a provider of a broad suite of advisory services.

For further information please contact: Dr John Harte Head of Wealth Management Phone: ++61407407088 (direct) Email: john.harte@tolhurst.com.au

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Background on InterFinancial

InterFinancial Limited was formed in 1987, and is a leading independent investment bank and corporate advisory group to small and mid-cap companies.

InterFinancial specialises in M&A, capital raising and strategic advice to small to mid-sized organisations in the ASX-listed, unlisted and public sectors. The company has a pedigree of more than two decades as an independent advisory house. In the last five years has managed M&A transactions worth m than \$4.5 billion and equity capital raisings exceeding \$360 million. InterFinancial Limited has offices in Brisbane, Melbourne and Perth.

Background on Tolhurst

Australia's oldest independent stockbroking firm, Tolhurst Noall Limited (ASX: TNL), commences its 150^th anniversary celebrations this month with the launch of a new brand, the announcement of a name change to Tolhurst Limited and confirmation of its continued growth strategy as a diversified financial services and wealth management group.

The current Tolhurst business was formed in December 2001 from the merger of D&D Tolhurst and the William Noall Group. Under the stewardship of David Browne and a new shareholder group since 2005, the Company has refocused on a growth strategy built on the "wealth of ideas" within the Group.

In the past 18 months Tolhurst has built the research, specialist investment banking and wealth management expertise to enable the firm to offer a range of services and depth of talent to match the expectations and sophistication of clients.

In February Tolhurst reported a 53% increase in net profit for the six months to 31 December 2006 to \$3.01 million on the strength of a 48% increase in revenue to \$29.6 million - which featured strong revenue growth from its corporate and wealth management divisions.

The Company will pay an interim fully franked dividend of 1.25 cents per share on 26 April 2007.

-ENDS-