SYNTARA LIMITED — Capital/Financing Update 2005

Nov 9, 2005

pharma

10 November 2005

Manager of Company Announcements Australian Stock Exchange Exchange Centre Level 3 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam.

Release from existing mandatory ASX escrow

In accordance with the notification provided by the Company to Australian Stock Exchange on 26 September 2005, 24,964,000 ordinary shares and 6,720,000 options over ordinary shares will today be released from mandatory escrow imposed in accordance with the ASX Listing Rules.

Enclosed with this letter is the relevant Appendix 3B seeking quotation of the 24,964,000 ordinary shares. The options over ordinary shares being released from mandatory escrow will not be quoted.

New voluntary escrow arrangements imposed in connection with the Company's Global Capital Raising

In connection with the global capital raising of the Company, all directors, all senior management and certain of the Company's substantial shareholders, have agreed, subject to certain limited exceptions, not to dispose of any ordinary shares or options in the Company for a period of 90 days commencing on 9 November 2005 without the prior written consent of CIBC World Markets Corp, the lead underwriter for the public offering in the United States. The 90 day period may be extended by CIBC in certain circumstances. CIBC World Markets Corp. may also release all or any portion of the securities subject to escrow at any time.

The ordinary shares subject to the voluntary escrow represent approximately 35.5% of the Company's issued ordinary shares (prior to the issue of shares in connection with the global capital raising) or an aggregate total of 47,928,324 ordinary shares.

Please contact the Company Secretary if you have any questions.

Sincerely,

David McGarvey Chief Financial Officer/Company Secretary

T 02 9454 7200 F 02 9451 3622 www.pharmaxis.com.au

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 issued
• $\mathcal{D}$ 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)

+ See chapter 19 for defined terms.

• Do the *securities rank equally in all $\boldsymbol{A}$ 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 $\mathcal{S}_{\mathcal{S}}$ Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) $\tau$ Dates of entering *securities into uncertificated holdings or despatch
• of certificates
• $\bf 8$ Number and +class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class

$+$ See chapter 19 for defined terms.

$\ddot{Q}$ Number and *class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class

$1010$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• $11$ $Is$ security holder approval required?
• $1212$ Is the issue renounceable or nonrenounceable?
• Ratio in which the "securities will 13 be offered
• $14$ *Class of *securities to which the offer relates
• $15$ *Record date determine to 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 of acceptances or renunciations

$+$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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 handlingfeepayable 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 theirentitlementsin full throughabroker?
31	How do *security holders sell partof their entitlements through abroker and accept for the balance?

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)

$(a)$

• Securities described in Part 1
• All other securities $(b)$ 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

• 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

35

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	24,964,000
39.	Class of *securities for whichquotation is sought	Fully paid ordinary shares
40	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:	Yes. The ordinary shares rank equally with allordinary shares currently on issue.
	the date from which they doextent to which theythe۰participate for the next dividend,$(in$ thecaseof atrust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
41.	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period	End of the restriction period.
	(if issued upon conversion ofanother security, clearly identify thatother security)
42.	Number and *class of all *securitiesquoted on ASX (including thesecurities in clause 38)	Number154,498,092	+ ClassordinarypaidFullyshares.

+ See chapter 19 for defined terms.

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 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.

• 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 $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

......................................

10 November 2005

Print name:

Sign here:

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

(Company secretary)

_____________________________

$+$ See chapter 19 for defined terms.