SYNTARA LIMITED — Capital/Financing Update 2007

Jun 20, 2007

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 60,000 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 do٠extent to whichthetheyparticipate for the next dividend,of(in-thecase$\mathbf{a}$trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend.distribution or interest payment	Yes
5	Issue price or consideration	60,000 shares: $0.125
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Exercise of optionsEmployee Option Plan	under Pharmaxis Ltd
7	Dates of entering *securities intouncertificated holdings or despatchof certificates	21 June 2007
		Number	$^\circ\mathrm{Class}$
8	Number*elassofalland*securitiesquotedonASX.(including the securities in clause2 if applicable)	177,899,217	fullyOrdinarypaidshares

$+$ See chapter 19 for defined terms.

	Number	* Class
9.andclass"allNumberof	1,220,000	Options expiringon
"securities not quoted on ASX		various dates with an
(including the securities in clause		ofexerciseprice
2 if applicable)		$0.125 (ASX Code
		PXSAM)
	4,868,000	Options expiring on
		various dates with an
		exercise price$_{\mathrm{of}}$
		$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 expiring 24
		March 2014 with an
		$_{\mathrm{of}}$exerciseprice
		$0.508 (ASX Code
		PXSAS)
	15,000	Optionsexpiring3
		June 2014 withan
		ofexerciseprice
		$0.426 (ASX Code
		PXSAU)
	240,000	Options expiring$\mathbf{l}$February 2015 with an
		exercisepriceοf
		$0.8340 (ASX Code
		PXSAY)
	320,000	Options expiring11
		May 2015 withan
		οfpriceexercise
		$1.147 (ASX Code
		PXSAW)
	800,000	Optionsexpiring4
		August 2015 with an
		exercise price of $1.79
		(ASX Code PXSAZ)
	70.000	Options expiring 17
		October 2015 with an
		exercisepriceοf
		$2.772 (ASX Code
		PXSAA)

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

270,000	Options expiring 12February 2016 with anexercise price of
96,500	$2.194 (ASX CodePXSAB)Options expiring 31May 2016 with anexercise price of
906,207	$2.034 (ASX CodePXSAC)Options expiring 14August 2016 with anexercise price of
47,500	$1.917 (ASX CodePXSAD)Options expiring 19September 2016 withan exercise price of
72,500	$1.8918 (ASX CodePXSAE)Options expiring 13December 2016 withan exercise price of
200,000	$3.0710 (ASX CodePXSAF)Options expiring 15March 2016 with anexercise price of$2.0680 (ASX Code
237,500	PXSAG)Options expiring 17June 2017 with anexercise price of$3.3155 (ASX CodePXSA)

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

$n/a$

Part 2 - Bonus issue or pro rata issue

Н	holder approvalsecurityls.required?
12.	Is the issue renounceable or non- $\vert$renounceable?
13	Ratio in which the "securities willbe offered

+ See chapter 19 for defined terms.

$14$ +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 entifiements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of 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 If the issue is contingent on 25 "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

+ See chapter 19 for defined terms.

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 through abroker?
31	How do "security holders sell partof their entitlements through abroker and accept for the balance?
32	How do *security holders disposeof their entitlements (except by salethrough 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 $(a)$ $(b)$ All other securities

Example: 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 conve

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

+ See chapter 19 for defined terms.

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 - 10,000$10,001 - 100,000$100,001 and over
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"forwhichquotation 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 they٠participate for the next dividend,caseof(inthea.trust,distribution) or interest paymentthe extent to which they do not٠rank 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)
		Number	* Class

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

Number and "class of all "securitiesquoted on ASX (including thesecurities in clause 38) $42$

×$
۱C

$+$ 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 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 $\bullet$ 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 *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.

• $\mathfrak{Z}$ 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.

$21^{st}$ June 2007... ......................................

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

(Company secretary)

Sign here:

www.www.www.www.www.

+ See chapter 19 for defined terms.