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SYNTARA LIMITED Capital/Financing Update 2007

Aug 12, 2007

65830_rns_2007-08-12_b42c2def-de83-4cf2-9ab5-743e9c36c4c3.pdf

Capital/Financing Update

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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).

1 +Class of +securities issued or to be issued

Unlisted Employee Options over Pharmaxis Ltd ordinary shares

  • 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
  • 3 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 +convertible securities, the conversion price and dates for conversion)

1,736,000

Exercise Price: $3.3890 Expiry: 9th August 2017 Vesting: 30 June 2008: 434,000 30 June 2009: 434,000 30 June 2010: 434,000 30 June 2011: 434,000 Vesting of options is subject to the annual achievement of certain individual performance milestones.

+ 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 not No. Shares issued upon exercise will rankequally with existing ordinary shares.
rank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
5 Issue price or consideration Nil
6 Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets) Issued of 1,586,000 options to 62 employees inaccordance with the Pharmaxis EmployeeOption Plan.Issue of 150,000 options to a director (ChiefExecutive Officer) in accordance with thePharmaxis Employee Option Plan and asapproved by shareholders at the 2006 AnnualMeeting.
7 Dates of entering +securities intouncertificated holdings or despatchof certificates 14th August 2007
8 +classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable) Number178,028,717 +ClassOrdinaryfullypaidshares

+ See chapter 19 for defined terms.

Number +Class
9 +classNumberandofall 1,220,000 Optionsexpiringon
+securities not quoted on ASX various dates with an
(including the securities in clause exercisepriceof
2 if applicable) $0.125(ASXCode
PXSAM)
4,746,000 Optionsexpiringon
various dates with an
exercisepriceof
$0.3125 (ASX Code
PXSAO)
500,000 Optionsexpiring30
November 2013 with
an exercise price of
$0.376(ASXCodePXSAQ)
22,500 Optionsexpiring24
March 2014 with an
exercisepriceof
$0.508(ASXCode
PXSAS)
15,000 Optionsexpiring3
June2014withan
exercisepriceof
$0.426(ASXCode
PXSAU)
240,000 Optionsexpiring1
February 2015 with an
exercisepriceof
$0.8340 (ASX Code
PXSAY)
320,000 Optionsexpiring11
May2015withan
exercisepriceof$1.147(ASXCode
PXSAW)
790,000 Optionsexpiring4
August 2015 with an
exercise price of $1.79
(ASX Code PXSAZ)
70,000 Optionsexpiring17
October 2015 with an
exercisepriceof
$2.772(ASXCode
PXSAA)

+ See chapter 19 for defined terms.

270,000 Optionsexpiring12February 2016 with anexercisepriceof$2.194(ASXCodePXSAB)
96,500 Optionsexpiring31May2016withanexercisepriceof$2.034(ASXCodePXSAC)
896,207 Optionsexpiring14August 2016 with anexercisepriceof$1.917(ASXCodePXSAD)
47,500 Optionsexpiring19September 2016 withan exercise price of$1.8918 (ASX CodePXSAE)
72,500 Optionsexpiring13December 2016 withan exercise price of$3.0710 (ASX CodePXSAF)
200,000 Optionsexpiring15March 2016 with anexercisepriceof$2.0680 (ASX CodePXSAG)
237,500 Optionsexpiring17June2017withanexercisepriceof$3.3155 (ASX CodePXSAH)
1,736,000 Optionsexpiring9August 2017 with anexercisepriceof$3.33890 (ASX CodePXSA_)

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

n/a

Part 2 - Bonus issue or pro rata issue

+ See chapter 19 for defined terms.

11 Issecurityholderapprovalrequired?
12 Is the issue renounceable or nonrenounceable?
13 Ratio in which the +securities willbe offered
14 +Class of +securities to which theoffer relates
15 +Recorddatetodetermineentitlements
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 whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19 Closingdateforreceiptofacceptances or renunciations
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 Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders

+ See chapter 19 for defined terms.

25 If the issue is contingent on +security holders' approval, the date of the meeting 26 Date entitlement and acceptance 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) 29 Date rights trading will end (if applicable) 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) 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

+ See chapter 19 for defined terms.

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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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
  • 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)

another security, clearly identify thatother security)
Number +Class
42 Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 38)

+ See chapter 19 for defined terms.

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
  • 2 We warrant the following to ASX.
    • The issue of the +securities to be quoted complies with the law and is not for 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.
  • 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.

(Company secretary)

Sign here: ............................................................ Date: .. 13 August 2007

Print name: ......David McGarvey............

== == == == ==

+ See chapter 19 for defined terms.