NEURIZON THERAPEUTICS LIMITED — AGM Information 2007

Jul 19, 2007

PHARMAUST LIMITED ABN 35 094 006 023

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY STATEMENT

For a Shareholders' Extraordinary General Meeting to be held on Monday 20[th] August 2007 at Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the General Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Extraordinary General Meeting of PharmAust Limited will be held at:

Holiday Inn City Centre Commencing 778-788 Hay Street at 9:30 am (Western Standard Time) Perth, Western Australia on Monday 20[th] August 2007

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 9:30 am (Western Standard Time).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Extraordinary General Meeting as soon as possible and either:

• send the proxy form (by post or delivery) to the Company's office at 71 Division Street, Welshpool, Western Australia 6106; or

• send the proxy form by facsimile to facsimile number +61 8 9284 8899.

so that it is received not later than 9:30 am (Western Standard Time) on 18[th] August 2007. [ This is the date exactly 48 hours before the meeting. ]

Your proxy form is enclosed.

PharmAust Limited Notice of Extraordinary General Meeting and Explanatory Statement

PHARMAUST LIMITED ABN 35 094 006 023

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of the Shareholders (“Meeting”) of PharmAust Limited (“PharmAust” or “the Company”) will be held at Holiday Inn City Centre, Perth, Western Australia on Monday 20[th] August 2007 at 9:30 am (WST) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolution set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

Resolution 1 – Ratification of Placement to CAMOFI Master LDC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and all other purposes, the Company approves and ratifies the issue of 8,250,000 fully paid ordinary shares in the capital of the Company at an issue price of 10 cents each and 8,250,000 free attaching Options issued on 20 April 2007 to CAMOFI Master LDC and otherwise on the terms and conditions detailed in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under ASX Listing Rule 7.1, the Company may not issue or agree to issue equity securities in any 12 month period representing more than 15% of its ordinary share capital on issue at the commencement of that period without shareholder approval. By obtaining ratification by shareholders under ASX Listing Rule 7.4 to the issue of securities to CAMOFI Master LDC, the Company will obtains relevant approval for the purposes of ASX Listing Rule 7.1 and thereby refresh the Company's capacity to make future issues of securities up to 15% threshold. Please refer to the Explanatory Statement for details.

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person who participated in the issue the subject of this Resolution and any associate of such a person. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

PharmAust Limited Notice of Extraordinary General Meeting and Explanatory Statement

VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 18[th] August 2007 at 9:30 am (Western Standard Time).

4. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

BY ORDER OF THE BOARD

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Mr Manraj Khosa Company Secretary Dated: 19 July 2007

PharmAust Limited Notice of Extraordinary General Meeting and Explanatory Statement

PHARMAUST LIMITED ABN 35 094 006 023

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolution contained in the Notice.

The Directors of the Company recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolution. If you do not understand the Notice of the Explanatory Statement please consult your professional advisers.

RESOLUTION 1 – RATIFICATION OF PLACEMENT TO CAMOFI Master LDC

As detailed in a release to ASX on 20 April 2007, the Company issued 8,250,000 fully paid ordinary shares in the capital of the Company at an issue price of 10 cents per Share and 8,250,000 free attaching Options to CAMOFI Master LDC pursuant to an agreement to raise $825,000 and to underwrite a proposed pro-rata non-renounceable rights issue of Shares and Options by the Company. The Shares and Options were issued in accordance with ASX Listing Rule 7.1.

ASX Listing Rules 7.1 and 7.4

Under ASX Listing Rule 7.1 the Company is permitted to issue up to 15% of its securities within a 12 month period without the requirement to obtain shareholder approval. Whilst Shareholder approval for the issue of the Shares and Options was not required at the time of the issue, the effect of the issue is to reduce the Company's capacity to issue additional securities in the future without Shareholder approval.

ASX Listing Rule 7.4 allows an issue made by the Company without Shareholder approval under ASX Listing Rule 7.1 to be treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if it is subsequently approved by Shareholders and did not breach ASX Listing Rule 7.1 at the time of issue.

The Company wishes to seek Shareholder approval for the purposes of ASX Listing Rules 7.1 and 7.4 by ratification in order to renew the Company's capacity to issue up to 15% of the securities of the Company on issue in a 12 month period. The Company is requesting Shareholders to ratify the issue of 8,250,000 Shares and 8,250,000 Options.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders when seeking an approval for the purposes of ASX Listing Rule 7.4:

• (a) The number of securities allotted was 8,250,000 Shares and 8,250,000 Options;

• (b) The Shares were issued at 10 cents each and the Options were issued for no consideration;

• (c) The Shares issued are ordinary fully paid shares in the Company and rank equally with the Company's existing issued Shares and the Options have an exercise price of 15 cents each, will expire 3 years from the closing date of a rights issue announced to the ASX on 20 April 2007 and otherwise, the terms and conditions of the Options are set out in Annexure 1. Additionally the Options are subject to any restrictions imposed by FIRB;

PharmAust Limited Notice of Extraordinary General Meeting and Explanatory Statement

• (d) The Shares and Options were issued to CAMOFI Master LDC; and

• (e) The funds raised from the issue of securities will be applied towards the working capital of the Company.

PharmAust Limited Notice of Extraordinary General Meeting and Explanatory Statement

PHARMAUST LIMITED ABN 35 094 006 023

ANNEXURE 1

TERMS AND CONDITIONS OF OPTIONS

The Options were issued with the following material terms and conditions attached to each Option:

• (a) Each Option entitles the holder of that Option (“Option Holder”) the right but not the obligation to acquire Company one Share at AU$0.15 (“Option Exercise Price”).

• (b) Each Option is granted for a term of 3 years commencing from the closing date of a rights issue to be conducted by the Company as announced to the ASX on 20[th] April 2007 (“Closing Date”).

• (c) Except as expressly provided for under these terms and conditions, the Option Holder will not have any right to participate in any subsequent offering of new securities in the Company without first exercising that Option.

• (d) The Option Holder may exercise any of its Options at any time prior to the expiry date by delivering to the Company a duly executed Option exercise form during normal business hours on any Trading Day (as defined in the ASX Listing Rules) at the Company’s principal place of business and the payment of an amount equal to the Option Exercise Price multiplied by the number of Options exercised (“Option Payment”).

• (e) No later than 2 Trading Days after receipt of the Options exercise form and the Option Payment, the Company will issue such number of Shares equal to the number of Options exercised as specified in the Option exercise form.

• (f) If there is a bonus share issue to Shareholders, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the Option Holder would have received if the Options had been exercised before the date on which entitlements to the issues would have been calculated.

• (g) If, prior to an exercise of an Option, any offer or invitation is made by the Company to at least all Shareholders resident in Australia for the subscription for cash with respect to the underlying securities of the Company, the Option Exercise Price may be reduced in accordance with the ASX Listing Rules.

• (h) In the event of any reconstruction (including consolidation, sub-division, reduction, or return) of the issued capital of the Company, all rights of the Option Holder will be reconstructed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction, subject to an appropriate adjustment being made to the Option Exercise Price of the outstanding Options such that, the total amount payable on exercise of the Options will not alter.

• (i) The Options will not be quoted and are freely transferable.

• (j) The exercise of the Options by the Option Holder will be subject to any restrictions imposed by the Foreign Acquisitions and Takeovers Act 1975 (C’th) .

PharmAust Limited Notice of Extraordinary General Meeting and Explanatory Statement

PHARMAUST LIMITED ABN 35 094 006 023

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" ASX " means the ASX Limited (ACN 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.

" Board " means the Board of Directors of the Company.

" Company " or " PharmAust " means PharmAust Limited (ABN 35 094 006 023).

" Director " mean a director of the Company.

" Explanatory Statement " means this Explanatory Statement.

" FIRB " means the Foreign Investment Review Board.

" Meeting " and " Extraordinary General Meeting " means the meeting convened by this Notice.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Option " means an option to acquire a Share.

" Resolution " means a resolution referred to in the Notice.

" Share " means a fully paid ordinary share in the capital of the Company.

" Shareholder " means a registered holder of Shares in the Company.

" WST " means Western Standard Time, Perth, Western Australia.

PharmAust Limited Notice of Extraordinary General Meeting and Explanatory Statement

PHARMAUST LIMITED ABN 35 094 006 023

PROXY FORM

EXTRAORDINARY GENERAL MEETING

I/We (name and address) ………………………………………………………………………………………………

………………………………………………………………………………………………………………………….

being a Member of PharmAust Limited entitled to attend and vote at the Extraordinary General Meeting, hereby appoint:

(Name of Proxy)...………………………………………………………………………………………………………

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Extraordinary General Meeting to be held at Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia on Monday 20[th] August 2007 at 9:30 am (Western Standard Time) and at any adjournment thereof.

Voting on Business of the Extraordinary General Meeting

			FOR	AGAINST	ABSTAIN
Resolution	1	Ratification of Placement to CAMOFI Master
		LDC.

If the Chairman is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolution, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the Resolution and that votes cast by the Chairman of the meeting for that Resolution other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote any such undirected proxies in favour of the Resolution if no directions are given. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will cast your vote on the Resolution and your vote will not be counted in calculating the required majority if a poll is called on the Resolution.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is __%

Please return this Proxy Form to the Company Secretary, PharmAust Limited, 71 Division Street, Western Australia 6106 or fax to (08) 9284 8899 by 9:30 am (Western Standard Time) on 18[th] August 2007.

Signed this day of 2007

By:

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Individuals and joint holders Companies (affix common seal if appropriate)
Signature Director
Signature Director/Company Secretary
Signature Sole Director and Sole Company Secretary
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PHARMAUST LIMITED ABN 35 094 006 023

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. In accordance with section 249L of the Corporations Act, a Shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, each proxy must be allocated a proportion of the member’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy will exercise half the votes.

A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

2. 2 directors of the company;

3. a director and a company secretary of the company; or

4. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

3. In accordance with section 250BA of the Corporations Act, the Company specifies the following for the purposes of receipt of proxy appointments:

Registered Office: 71 Division Street, Welshpool, Western Australia 6106

Fax Number: +61 8 9284 8899

by no later than 48 hours prior to the time of commencement of the Meeting.