SYNTARA LIMITED — Capital/Financing Update 2011

Nov 15, 2011

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 beissued	Fully paid ordinary shares (Shares).
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	Up to approximately 76,372,103 new Shares to beissued under the pro-rata accelerated nonrenounceable entitlement offer announced to ASXon 16 November 2011 (EntitlementOffer).The Entitlement Offer is underwritten to $40million. The Entitlement Offer will comprise anunderwritten institutional offer (InstitutionalEntitlement Offer) and a retail offer (RetailEntitlement Offer).The exact number of new Shares to be issued issubject to rounding of shareholder entitlementsand the number of employee options exercisedprior to the record date of 21 November 2011.

+ See chapter 19 for defined terms.

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)

Fully paid ordinary shares.

+ See chapter 19 for defined terms.

4 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

5 Issue price or consideration $1.05 per new Share.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Yes.

The proceeds from the Entitlement Offer will be used to increase Pharmaxis' cash reserves and strengthen the Company's balance sheet in anticipation of the commercial launch of Bronchitol for cystic fibrosis in Europe, which is expected to occur in the first half of 2012.

• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
• 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

(1.)	On or about 29 November 2011 in respect
	of Shares to be issued under the first
	settlement; and

(2.) On or about 19 December 2011 in respect of Shares to be issued under the second settlement.

	Number	+Class
+class8Numberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	Aftercompletionofthe Entitlement Offer,there will be up toapproximately305,488,412 Shares onissue(assumingtheEntitlementOfferisfully subscribed).	Fullypaidordinaryshares

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	2,800,000	Optionsexpiringon
	+securities not quoted on ASX		various dates with an
	(including the securities in clause		exercisepriceof
	2 if applicable)		$0.3125 (ASX Code
			PXSAO)
		250,000	Optionsexpiring30
			November 2013 with
			an exercise price of
			$0.376(ASXCode
			PXSAQ)
		15,000	Optionsexpiring3
			June2014withan
			exercisepriceof
			$0.426(ASXCode
			PXSAU)
		225,000	Optionsexpiring1
			February 2015 with an
			exercisepriceof$0.8340 (ASX Code
			PXSAY)
		290,000	Optionsexpiring11
			May2015withan
			exercisepriceof
			$1.147(ASXCode
			PXSAW)
		700,000	Optionsexpiring4
			August 2015 with an
			exercise price of $1.79
			(ASX Code PXSAZ)
		30,000	Optionsexpiring16
			October 2015 with an
			exercisepriceof
			$2.772(ASXCode
			PXSAA)

+ See chapter 19 for defined terms.

35,000	Optionsexpiring12
	February 2016 with an
	exercisepriceof
	$2.194(ASXCode
	PXSAB)
87,500	Optionsexpiring31
	May2016withan
	exercisepriceof
	$2.034(ASXCode
	PXSAC)
769,750	Optionsexpiring14
	August 2016 with an
	exercisepriceof
	$1.917(ASXCode
	PXSAD)
25,000	Optionsexpiring19
	September 2016 with
	an exercise price of
	$1.8918 (ASX Code
	PXSAE)
25,000	Optionsexpiring13
	December 2016 with
	an exercise price of
	$3.0710 (ASX Code
	PXSAF)
132,500	Optionsexpiring17
	June2017withan
	exercisepriceof
	$3.3155 (ASX Code
	PXSAH)
1,460,500	Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.3890 (ASX Code
	PXSAL)
150,000	Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.3890 (ASX Code
	PXSAI)
200,000	Optionsexpiring14
	November 2016 with
	an exercise price of
	$3.2258 (ASX Code
	PXSAK)

+ See chapter 19 for defined terms.

Number	+Class
490,000	Optionsexpiring5
	November 2017 with
	an exercise price of
	$4.2900 (ASX Code
	PXSAT)
2,000	Optionsexpiring13
	December 2017 with
	an exercise price of
	$4.1373 (ASX Code
	PXSAJ)
8,000	Optionsexpiring7
	February 2018 with an
	exercisepriceof
	$3.2666 (ASX Code
11,500	PXSAN)Optionsexpiring10
	April 2018 with an
	exercisepriceof
	$2.1135 (ASX Code
	PXSAP)
51,500	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.5990 (ASX Code
	PXSAR)
1,196,000	Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.8170 (ASX Code
	PXSAS)
200,000	Optionsexpiring22
	June2018withanexercisepriceof
	$1.5990 (ASX Code
	PXSAV)
200,000	Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.8170 (ASX Code
	PXSAX)
70,000	Optionsexpiring22
	October 2018 with an
	exercisepriceof
	$1.6060 (ASX Code
	PXSAAA)

+ See chapter 19 for defined terms.

	Number	+Class
	35,000	Optionsexpiring10December 2018 withan exercise price of$1.1607 (ASX CodePXSAAB)
	208,500	Optionsexpiring4February 2019 with anexercisepriceof$1.3380 (ASX CodePXSAAC)
	3,750	Optionsexpiring22April 2019 with anexercisepriceof$1.9574 (ASX CodePXSAAD)
	1,693,000	Optionsexpiring22June2019withanexercisepriceof$2.5498 (ASX CodePXSAAE)
	508,000	Optionsexpiring6September 2020 witha zero exercise price(ASX Code PXSAAF)
	8,640	Optionsexpiring23September 2020 witha zero exercise price(ASXCodePXSAAG)
	23,000	Optionsexpiring14November 2020 with azeroexerciseprice(ASXCodePXSAAH)
	7,000	Optionsexpiring23January 2021 with azeroexerciseprice(ASX Code PXSAAI)
	31,000	Optionsexpiring29August 2021 with azeroexerciseprice(ASX Code PXSAAJ)
10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	n/a

Part 2 - Bonus issue or pro rata issue

+ See chapter 19 for defined terms.

11	Issecurityholderapprovalrequired?	No.
12	Is the issue renounceable or nonrenounceable?	Non-renounceable.
13	Ratio in which the +securities willbe offered	1 new Share for every 3 existing Shares heldas at the record date for the Entitlement Offer.
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares.
15	+Recorddatetodetermineentitlements	7:00pm (Sydney time) on 21 November 2011.
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	No.
17	Policy for deciding entitlements inrelation to fractions	Where fractions arise in the calculation of theentitlements under the Entitlement Offer, thenumber of shares will be rounded up to thenearest whole number of shares.
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments	All countries other than Australia and NewZealand and any other jurisdiction into whichit is decided to make offers.
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	17 November 2011 (Institutional EntitlementOffer).
20	Names of any underwriters	8 December 2011 (Retail Entitlement Offer).Merrill Lynch International (Australia) Ltd andWilson HTM Corporate Finance Limited.
21	Amount of any underwriting fee orcommission	(1.)amanagementfeeof1.5%oftheEntitlement Offer proceeds;(2.)an underwriting fee of 3.0% of theInstitutional Entitlement Offer proceeds;and(3.)a selling fee of 3.0% of the RetailEntitlement Offer proceeds.
22	Names of any brokers to the issue	Not applicable.

+ See chapter 19 for defined terms.

23	Fee or commission payable to thebroker to the issue	Not applicable.
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders	Not applicable.
25	Iftheissueiscontingenton+security holders' approval, thedate of the meeting	Not applicable.
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	A Retail Entitlement Offer booklet togetherwith a personalised entitlement and acceptanceform will be sent to eligible retail shareholderson or about 24 November 2011.
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	16 November 2011.
28	Date rights trading will begin (ifapplicable)	Not applicable.
29	Date rights trading will end (ifapplicable)	Not applicable.
30	How do +security holders sell theirentitlementsinfullthroughabroker?	Not applicable.
31	How do +security holders sell partof their entitlements through abroker and accept for the balance?	Not applicable.
32	How do +security holders disposeof their entitlements (except by salethrough a broker)?	Not applicable.
33	+Despatch date	Refer to Item 7 of this Appendix 3B.

Part 3 - Quotation of securities

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

+ 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)

		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.
• 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.

Sign here: ............................................................ Date: .. 16 November 2011 (Company secretary)

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

== == == == ==

+ See chapter 19 for defined terms.