SYNTARA LIMITED — Capital/Financing Update 2004

Jun 16, 2004

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Pharmaxis Ltd

ABN

75 082 811 630

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Ŧ	+ Class of + securities issued or to beissued	Unlisted Employee Options over Pharmaxis Ltdordinary shares
2	Number of + securities issued or tobe issued (if known) or maximumnumber which may be issued	15,000
3	Principal terms of the + securities(eg, if options, exercise price anddate; if partlyexpirypaid*securities, the amount outstandingand due dates for payment; if*convertiblesecurities.the conversion price and datesforconversion)	Exercise Price: $0.426Expiry: $3rd$ June 2014Vesting: 30 June 2005: 3,75030 June 2006: 3,75030 June 2007: 3,75030 June 2008: 3,750Issued to a new Pharmaxis employee inaccordance with the Pharmaxis EmployeeOption Plan. Vesting is subject to the annualachievement of certain individual performancemilestones.

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?If the additional securities do notrank equally, please state:the date from which they do٠extent to whichthetheyparticipate for the next dividend,thecaseof(in$\mathbf{a}$trust.distribution) or interest paymentthe extent to which they do not$\bullet$rank equally, other than inrelation to the next dividend,distribution or interest payment	No. Shares issued upon exercise will rankequally with existing ordinary shares.
5.	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Issue of options to recently hired employeeunder the Pharmaxis Employee Option Plan
7	Dates of entering *securities intouncertificated holdings or despatchof certificates	$17th$ June 2004
		Number*Class
8	+ classofNumberallandquoted*securitiesASX.on(including the securities in clause2 if applicable)	83,052,000fullyOrdinarypaidshares

+ See chapter 19 for defined terms.

		Number	*Class
9.	Number and + class ofall 1*securities not quoted on ASX(including the securities in clause2 if applicable)	24,964,000	Restricted fully paidordinaryshares(restricted until 10November2005)(ASX Code PXSAK)
		3,040,000	Options expiring onvarious dates with anexercise priceрf$0.125 (ASX CodePXSAM)
		7,136,000	Options expiring onvarious dates with anexercise pricepf$0.3125 (ASX CodePXSAO)
		500,000	Options expiring 30November 2013 withan exercise price pf$0.376 (ASX CodePXSAQ)
		60,000	Options expiring 24March 2014 withanexercise pricepf$0.508 (ASX CodePXSAS)
		15,000	Optionsexpiring3June $2014$ withanpfexerciseprice$0.426

Dividend policy (in the case of a $\boxed{n/a}$ trust, distribution policy) on the increased capital (interests) $10,$

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holdersecurityapprovalIs.required?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the "securities willbe offered
14	Class of securities to which theoffer relates

$\overline{\text{+}$ See chapter 19 for defined terms.

• 15 *Record date $\mathbf{t}$ determine entitlements
• Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
• $17$ Policy for deciding entitlements in relation to fractions
• $18,$ Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt $\sigma f$ acceptances or renunciations

• See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders
25	If the issue is contingenton"security holders"approval,thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do *security holders sell theirentitlements in full throughabroker?
31	How do *security holders sell part
	of their entitlements through abroker and accept for the balance?

$\overline{\text{+}$ See chapter 19 for defined terms.

• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?
• 33 *Despatch date

Part 3 - Ouotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities $(tick one)$
• Securities described in Part 1 $(a)$
• $(b)$ All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders If the "securities are "equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over
• 37

A copy of any trust deed for the additional "securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• Class of *securities for which 39 quotation is sought
• Do the *securities rank equally in all 40 respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• $\bullet$ the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and *class of all *securities 42 quoted on ASX (including the securities in clause 38)

Number	* Class

Quotation agreement

• $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the "securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation. ė
  • An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

+ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

......David McGarvey.............

Sign here:

...................................... (Company secretary)

Print name:

$=$ $=$ $=$ $=$ $=$ $=$

$\overline{\text{+}$ See chapter 19 for defined terms.