SYNTARA LIMITED — Capital/Financing Update 2005

Nov 10, 2005

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 171/96. Origin: Appendix 5. Amended 171/98, 179199, 171/2000, 30/9/2001, 11/3/2002, 171/2003.

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).

$\mathbf{1}$ +Class of +securities issued or to be $\lceil$ issued

Fully paid ordinary shares

• $\mathcal{D}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
• $\mathcal{L}$ Principal terms of the +securities (eg. if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if securities. *convertible the conversion price and dates for conversion)

19,900,000

As set out in the constitution of the Company.

+ 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?	ordinary shares currently on issue.	Yes. The ordinary share rank equally with all
	If the additional securities do notrank equally, please state:the date from which they dowhichtheextent10 1theyparticipate for the next dividend,ofcase(inthea.trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	A$2.20
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	capital raising.The net proceeds of the global capital raisingAridol, pre-clinicalCompany's product pipelineexpansion of its manufacturing facilities. Anyremaining net proceeds will be used toaccelerate the commercialization and investigatepurposes.	The 19.9 million ordinary shares relate to theAustralian placement component of the globalwill be used for the further development ofAridol and Bronchitol and commercialization ofdevelopmenttheоfandfurtheradditional indications for Bronchitol, forworking capital and for general corporate
7	Dates of entering "securities intouncertificated holdings or despatchof certificates	11 November 2005
8	Number$^+$ classandοfall*securitiesquotedASX.on(including the securities in clause2 if applicable)	Number174,398,092	*ClassfullyOrdinarypaidshares

+ See chapter 19 for defined terms.

		Number	$+C$ lass
9	and + class of allNumber	2,620,000	Options expiringon
	*securities not quoted on ASX		various dates with an
	(including the securities in clause		exercisepriceοf
	2 if applicable)		$0.125 (ASX Code
			PXSAM)
		6,916,000	Options expiring on
			various dates with an
			οfexercise price
			$0.3125 (ASX Code
			PXSAO)
		500,000	Options expiring 30
			November 2013 with
			an exercise price of
			$0.376 (ASX Code
			PXSAQ)
		30,000	Options expiring 24
			March 2014 with an
			οfexercise price
			$0.508 (ASX Code
			PXSAS)
		15,000	Options expiring 3
			June 2014 with an
			exercise priceοf
			$0.426 (ASX Code
			PXSAU)
		255,000	Options expiring 1
			February 2015 with an
			exercise priceοf
			$0.8340 (ASX Code
			PXSAY)
		330,000	Options expiring 11
			May 2015 withanexercise
			priceοf
			$1.147 (ASX CodePXSAW)
		619,500	Options expiring
			4August 2015 with an
			exercise price of $1.79
			(ASX Code PXSAZ)
		155,000	Options expiring 17
			October 2015 with an
			$\sigma$ fexercise price
			$2.772 (ASX Code
			PXSAA)

Dividend policy (in the case oftrust, distribution policy) onincreased capital (interests) $101$

the	of a $ n/a $

+ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

$\overline{11}$	holderapprovalsecurityIsrequired?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the *securities willbe offered
14	*Class of *securities to which theoffer relates
15	*Recorddeterminedateto.entitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has *security holders whowill notbeissuesent newdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforοfreceiptacceptances 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 partof their entitlements through abroker and accept for the balance?

+ See chapter 19 for defined terms.

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

Part 3 - Quotation 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)	$\mathbf{a}$

Il 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 theadditional "securities, and the number and percentage of additional "securities held bythose holders
36	If the *securities are *equity securities, a distribution schedule of the additional*securities setting out the number of holders in the categories$1 - 1,000$$1,001 - 5,000$5,001 - 10,00010,001 - 100,000100,001 and over

A copy of any trust deed for the additional *securities 37

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

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

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

• 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

Ouotation agreement

• $\mathbf{1}$ *Quotation 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.
  • 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 ٠ 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 $\bullet$ 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 $\bullet$ *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.

• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ 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 $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

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

11 November 2005

Print name:

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

$= 1.4$

$+$ See chapter 19 for defined terms.