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SYNTARA LIMITED Share Issue/Capital Change 2007

Nov 19, 2007

65830_rns_2007-11-19_97254d84-c36f-4904-96ed-32ea13238f49.pdf

Share Issue/Capital Change

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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

Pharmaxis Ltd ordinary shares

  • 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 5,001
  • 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)

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? Yes
If the additional securities do notrank 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 2,250 shares: $2.03401,876 shares: $1.7900875 shares: $1.917
6 Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets) ExerciseofoptionsEmployee Option Plan underPharmaxisLtd
7 Dates of entering +securities intouncertificated holdings or despatchof certificates 21 November 2007
Number +Class
8 +classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable) 194,429,555 Ordinaryfullypaidshares

+ 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)
4,186,000 Optionsexpiringon
various dates with an
exercisepriceof
$0.3125 (ASX Code
PXSAO)
500,000 Optionsexpiring30
November 2013 with
an exercise price of
$0.376(ASXCode
PXSAQ)
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)
784,374 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.

260,000 Optionsexpiring12February 2016 with an
exercisepriceof$2.194(ASXCodePXSAB)
94,250 Optionsexpiring31May2016withanexercisepriceof$2.034(ASXCodePXSAC)
892,832 Optionsexpiring14August 2016 with anexercisepriceof$1.917(ASXCodePXSAD)
47,500 Optionsexpiring19September 2016 withan exercise price of$1.8918 (ASX CodePXSAE)
45,000 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)
1,633,000 Optionsexpiring9August 2017 with anexercisepriceof$3.33890 (ASX CodePXSAL)
150,000 Optionsexpiring9August 2017 with anexercisepriceof$3.33890 (ASX CodePXSAI)
200,000 Optionsexpiring14November 2016 withan exercise price of$3.32258 (ASX CodePXSAK)

+ See chapter 19 for defined terms.

527,000 Optionsexpiring5November 2017 withan exercise price of$4.2900 (ASX CodePXSAT)
10 Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests) n/a

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

+ See chapter 19 for defined terms.

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
25 Iftheissueiscontingenton+security holders' approval, thedate of the meeting
26 Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
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 theirentitlementsinfullthroughabroker?
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

+ See chapter 19 for defined terms.

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 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

٦$\sim$

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

(ifissueduponconversionofanother security, clearly identify thatother 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.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

+ See chapter 19 for defined terms.

  • 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: .. 20th November 2007...

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

== == == == ==

+ See chapter 19 for defined terms.