SYNTARA LIMITED — Capital/Financing Update 2006

Nov 26, 2006

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).

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

Pharmaxis Ltd ordinary shares

• $\overline{2}$ Number of +securities issued or to 14.000 be issued (if known) or maximum number which may be issued
• 3 Principal terms of the "securities (eg, if options, exercise price and date; if partly expiry paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

Issue of fully paid ordinary shares upon exercise of options granted under the Pharmaxis Ltd Employee Option Plan.

+ 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 dothe extent to which theyparticipate for the next dividend,of(inthecaseatrust.distribution) or interest paymentthe extent to which they do not٠rank equally, other than inrelation to the next dividend,	Yes
	distribution or interest payment
5	Issue price or consideration	10,000 shares: $0.31252,500 shares: $1.1471,500 shares: $1.790
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Employee Option Plan	Exercise of options under Pharmaxis Ltd
7	Dates of entering "securities intouncertificated holdings or despatchof certificates	28 November 2006
		Number	+ Class
8	and+ classNumberofallquoted on*securities$\overline{ASX}$(including the securities in clause2 if applicable)	177,240,092	fullyOrdinarypaidshares

$+$ See chapter 19 for defined terms.

	Number	* Class
9telassNumberandοfаII	1,280,000	Options expiring on
*securities not quoted on ASX		various dates with an
(including the securities in clause		$_{\mathrm{of}}$exerciseprice
2 if applicable)		$0.125 (ASX Code
		PXSAM)
	5,452,000	Options expiring on
		various dates with an
		οfexerciseprice
		$0.3125 (ASX Code
		PXSAO)
	500,000	Options expiring 30
		November 2013 with
		an exercise price of
		$0.376 (ASX Code
		PXSAQ)
	22,500	Options expiring24
		March 2014 with an
		οfexerciseprice
		$0.508 (ASX Code
		PXSAS)
	15,000	Options expiring3
		June 2014 withan
		οfexerciseprice
		$$0.426$ $(ASK$ $Code$
		PXSAU)
	255,000	Options expiring$\mathbf{l}$
		February 2015 with an
		exercisepriceοf
		$0.8340 (ASX Code
		PXSAY)Options expiring
	327,500	11May 2015 withan
		ofexerciseprice
		$1.147 (ASX Code
		PXSAW)
	845,500	Optionsexpiring4
		August 2015 with an
		exercise price of $1.79
		(ASX Code PXSAZ)
	105,000	Options expiring 17
		October 2015 with an
		exercisepriceоf
		$2.772 (ASX Code
		PXSAA)

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

270,000	Options expiring 12
	February 2016 with an
	exercise price of
	$2.194 (ASX Code
	PXSAB)
96,500	Options expiring 31
	May 2016 with an
	exercise price of
	$2.034 (ASX Code
	PXSAC)
646,500	Options expiring 14
	August 2016 with an
	exercise price of
	$1.917 (ASX Code
	PXSAD)
72,500	Options expiring 19
	September 2016 with
	an exercise price of
	$1.8918 (ASX Code
	PXSAE)
278,957	Options expiring 14
	August 2016 with an
	exercise price of
	$1.917 (ASX Code
	$PXS \rightarrow$

$\bar{1}0$ Dividend policy (in the case of a $\lceil$ $n/a$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

$\mathbf{H}$	holdersecurityapprovalls.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
15	determine*Record datetoentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?

+ See chapter 19 for defined terms.

• Policy for deciding entitlements in 17 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 of Closing date for receipt acceptances or renunciations

20 Names of any underwriters

• Amount of any underwriting fee or 21 commission
• 22 Names of any brokers to the issue
• Fee or commission payable to the 23 broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
• 25 If the issue is contingent on "security holders' approval, the date of the meeting
• Date entitlement and acceptance 26 form and prospectus or Product Disclosure Statement will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• Date rights trading will end (if 29 applicable)

+ See chapter 19 for defined terms.

• 30 How do "security holders sell their entitlements in full through a broker?
• $31$ How do "security holders sell part of their entitlements through a broker 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 - Quotation of securities

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

34	Type of securities(tick one)
(a) $\bigvee$	Securities described in Part 1
(b)	All other securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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

100,001 and over

• 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
• 36

35

If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000

+ See chapter 19 for defined terms.

37	A copy of any trust deed for the additional "securities
Entities that have ticked box 34(b)
38	Number of securities for which+ quotation is sought
39.	Class of *securities for whichquotation is sought
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:the date from which they dothe .extent to which theyparticipate 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
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction 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)	Number	*Class

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

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.
  • 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 Ă 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.

• $\overline{3}$ 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)

27th November 2006...

Print name:

$\begin{tabular}{llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll$

+ See chapter 19 for defined terms.