SYNTARA LIMITED — Capital/Financing Update 2012

Jul 1, 2012

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 ("Performance Rights")
• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

2,345,000

+ See chapter 19 for defined terms.

3	Principal terms of the +securities	Grant Price: Nil
	(eg, if options, exercise price and
	expirydate;ifpartlypaid	Exercise Price: Nil
	+securities, the amount outstanding
	and due dates for payment; if+convertible	Expiry: 28 June 2022
	securities,theconversionpriceanddatesfor
	conversion)	Vesting: Fifty percent of the Performance
		Rights granted will vest and be exercisable
		upon the second anniversary of grant (being 29
		June 2014) and fifty percent of the Performance
		Rights granted will vest and be exercisable
		upon the third anniversary of grant (being 29June 2015 provided the relevant holder is an
		employee at that time.
		Restriction on shares issued on exercise: Until
		the third anniversary of grant (29 June 2015),
		anysharesacquireduponexerciseof
		Performance Rights may not be traded. With
		respect to direct reports to the CEO, following
		thethirdanniversaryofgrantofthe
		Performance Rights, such shares may not be
		traded, except with prior approval of the
		Pharmaxis Board

+ 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 Nil

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

No. Shares issued upon exercise will rank equally with existing ordinary shares (subject to trading restrictions referred to above).

To participate in a dividend, the ordinary shares underlying the options would need to be issued prior to the record date for the dividend.

Issued of 2,345,000 Performance Rights to 49 employees under and in accordance with the Pharmaxis employee incentive scheme.

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

29 June 2011

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	307,630,989	Fullypaidordinaryshares

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	660,000	Optionsexpiringon
	+securities not quoted on ASX		various dates with an
	(including the securities in clause		exercisepriceof
	2 if applicable)		$0.1725 (ASX Code
			PXSAO)
		250,000	Optionsexpiring30
			November 2013 with
			an exercise price of
			$0.236(ASXCode
			PXSAQ)
		15,000	Optionsexpiring3
			June2014withan
			exercisepriceof
			$0.286(ASXCode
			PXSAU)
		225,000	Optionsexpiring1
			February 2015 with an
			exercisepriceof
			$0.6940 (ASX Code
		290,000	PXSAY)Optionsexpiring11
			May2015withan
			exercisepriceof
			$1.007(ASXCode
			PXSAW)
		700,000	Optionsexpiring4
			August 2015 with an
			exercise price of $1.65
			(ASX Code PXSAZ)
		30,000	Optionsexpiring16
			October 2015 with an
			exercisepriceof
			$2.632(ASXCode
			PXSAA)

+ See chapter 19 for defined terms.

35,000	Optionsexpiring 12
	February 2016 with an
	exercisepriceof
	$2.054(ASXCode
	PXSAB)
37,500	Optionsexpiring 31
	May2016withan
	exercisepriceof
	$1.894(ASXCode
	PXSAC)
767,250	Optionsexpiring 14
	August 2016 with an
	exercisepriceof
	$1.777(ASXCode
	PXSAD)
20,000	Optionsexpiring 19
	September 2016 with
	an exercise price of
	$1.7518 (ASX Code
	PXSAE)
25,000	Optionsexpiring 13
	December 2016 with
	an exercise price of
	$2.9310 (ASX Code
	PXSAF)
132,500	Optionsexpiring 17
	June2017withan
	exercisepriceof
	$3.1755 (ASX Code
	PXSAH)
1,457,000	Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.2490 (ASX Code
	PXSAL)
150,000	Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.2490 (ASX Code
	PXSAI)
200,000	Optionsexpiring 14
	November 2016 with
	an exercise price of
	$3.0858 (ASX Code
	PXSAK)

+ See chapter 19 for defined terms.

Number	+Class
490,000	Optionsexpiring5
	November 2017 with
	an exercise price of
	$4.1500 (ASX Code
	PXSAT)
2,000	Optionsexpiring13
	December 2017 with
	an exercise price of
	$3.9973 (ASX Code
	PXSAJ)
8,000	Optionsexpiring7
	February 2018 with an
	exercisepriceof
	$3.1266 (ASX Code
	PXSAN)
4,000	Optionsexpiring10
	April 2018 with an
	exercisepriceof
	$1.9735 (ASX Code
	PXSAP)
1,500	Optionsexpiring22June2018withan
	exercisepriceof
	$1.4590 (ASX Code
	PXSAR)
1,138,000	Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.6770 (ASX Code
	PXSAS)
200,000	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.4590 (ASX Code
	PXSAV)
200,000	Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.6770 (ASX Code
	PXSAX)
60,000	Optionsexpiring22
	October 2018 with an
	exercisepriceof
	$1.4660 (ASX Code
	PXSAAA)

+ See chapter 19 for defined terms.

Number	+Class
20,000	Optionsexpiring10
	December 2018 with
	an exercise price of
	$1.0207 (ASX Code
	PXSAAB)
207,500	Optionsexpiring4
	February 2019 with an
	exercisepriceof
	$1.1980 (ASX Code
	PXSAAC)
3,750	Optionsexpiring22
	April 2019 with an
	exercisepriceof
	$1.8174 (ASX Code
	PXSAAD)
1,658,500	Optionsexpiring22
	June2019withan
	exercisepriceof
	$2.4098 (ASX Code
	PXSAAE)
508,000	Optionsexpiring6
	September 2020 with
	a zero exercise price
	(ASX Code PXSAAF)
6,240	Optionsexpiring23
	September 2020 witha zero exercise price
	(ASXCode
	PXSAAG)
23,000	Optionsexpiring14
	November 2020 with a
	zeroexerciseprice
	(ASXCode
	PXSAAH)
7,000	Optionsexpiring23
	January 2021 with a
	zeroexerciseprice
	(ASX Code PXSAAI)
25,000	Optionsexpiring29
	August 2021 with a
	zeroexerciseprice
	(ASX Code PXSAAJ)
2,345,000	Optionsexpiring28
	June 2022 with a zero
	exercise price (ASX
	Code PXS___)

Number	+Class
--------	--------

+ See chapter 19 for defined terms.

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

Part 2 - Bonus issue or pro rata issue

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

+ See chapter 19 for defined terms.

• 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
• 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)

+ See chapter 19 for defined terms.

(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

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

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

+ See chapter 19 for defined terms.

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)

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.

+ See chapter 19 for defined terms.

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.

(Company secretary)

Sign here: ............................................................ Date: .. 2 July 2012

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

+ See chapter 19 for defined terms.