SYNTARA LIMITED — Capital/Financing Update 2007

Apr 16, 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 96.000 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 do٠the extent to whichtheyparticipate for the next dividend,thecaseοf΄(in-$a -$trust.distribution) or interest paymentthe extent to which they do notrank equally, other thaninrelation to the next dividend,distribution or interest payment	Yes
5	Issue price or consideration	96,000 shares: $0.1250
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	18 April 2007
		Number	+ Class
8	Number*classandofall*securities :quotedASX.on(including the securities in clause2 if applicable)	177,456,217	fullyOrdinarypaidshares

$+$ See chapter 19 for defined terms.

		Number	* Class
9	t classallNumberandof	1,280,000	Options expiring on
	*securities not quoted on ASX		various dates with an
	(including the securities in clause		οfexercise price
	2 if applicable)		$0.125 (ASX Code
			PXSAM)
		5,246,000	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)
		22,500	Options expiring 24
			March 2014 with an
			οfexercise price
			$0.508 (ASX Code
			PXSAS)
		15,000	Options expiring3
			June 2014 with an
			οfexercise price
			$$0.426$ $(ASK$ $Code$
			PXSAU)
		240,000	Options expiring$\mathbf{l}$
			February 2015 with an
			exercisepriceοf
			$0.8340 (ASX Code
		320,000	PXSAY)
			Options expiring$\overline{11}$May 2015 withan
			οf
			exercise price$1.147 (ASX Code
			PXSAW)
		800,00076,250	Options expiring4August 2015 with anexercise price of $1.79(ASX Code PXSAZ)Options expiring 17October 2015 with anexercisepriceοf$2.772 (ASX CodePXSAA)

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

270,000	Options expiring 12February 2016 with anexercise price of$2.194 (ASX Code
96,500	PXSAB)Options expiring 31May 2016 with anexercise price of$2.034 (ASX Code
906,207	PXSAC)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 CodePXSAG)

$\rm 10$ Dividend policy (in the case of a $\sqrt{n/a}$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Н	holderapprovalsecurityls.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

+ See chapter 19 for defined terms.

15 *Record date determine to entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Policy for deciding entitlements in 17 relation to fractions Names of countries in which the 18 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. $\circ$ 19 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 23 Fee or commission payable to the 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 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

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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)
• $(a)$

$(b)$

Securities described in Part 1

All 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 the additional *securities, and the number and percentage of additional *securities held by those holders

36

If the "securities are "equity securities, a distribution schedule of the additional

+ See chapter 19 for defined terms.

*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)

	кимо снас нате силем оба о цој
38.	Number of securities for which+ quotation is sought
39	Class of "securitiesfor 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 doextent to which theytheparticipate for the next dividend,thecaseof(intrust,adistribution) 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
	(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

+ 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)

17th April 2007...

Print name:

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+ See chapter 19 for defined terms.