CELTEX LIMITED ACN 006 222 395

NOTICE OF SPECIAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Date of Meeting ****day *** 2009

Time of Meeting ****

Place of Meeting ******

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. IF YOU DO NOT UNDERSTAND ANY PART OF IT, YOU SHOULD CONSULT A PROFESSIONAL ADVISER WITHOUT DELAY.

ACTION REQUIRED BY MEMBERS

Step 1 : Read the notice of meeting and the explanatory memorandum. The explanatory memorandum sets out details of the transaction relating to the transfer of shares and the issue of a Convertible Note.

Step 2 : Vote on the resolutions: Your vote is important. You may cast your vote by:

• attending and voting at the meeting to be held at **** on ***** 2009 commencing at ** am; or • completing and returning the enclosed proxy form to the Company so as to be received by it by *** am (Melbourne time) on ****

CELTEX LIMITED ACN 006 222 395

NOTICE OF MEETING

NOTICE is hereby given that a Special General Meeting of the members of Celtex Limited (ACN 006 222 395) ('the Company') will be held at ***** on *** at *** am.

SPECIAL BUSINESS

Resolution No. 1 – Approval for the issue of a Convertible Note

To consider and, if thought fit, to pass, the following as an Ordinary Resolution:

"THAT for the purposes listing rules 10.11 and 7.1 of the listing rules of Australian Securities Exchange Limited and for all other purposes members of the Company authorise the directors to issue a Convertible Note to Stanfield Funds Management Pty Ltd (ACN 004 945 162) up to an amount of \$750,000 (seven hundred and fifty thousand dollars); and

THAT for the purposes of Item 7 of section 611 of the Corporations Act and for all other purposes authorise the directors to issue up to 75 million voting shares to Stanfield Funds Management Pty Ltd (ACN 004 945 162) if, on or before 12 September 2010, Stanfield:

does not elect to have the amount of the Convertible Note redeemed; or
elects to convert the amount of the Convertible Note to voting shares; or
fails to make an election

at a conversion price of 1 (one) cent per share for the amount of the Convertible Note."

Notes:

A Convertible Note is an 'equity security' as defined in the listing rules;
Listing Rule 7.1 provides that a listed entity cannot issue an equity security that exceeds 15% of the shares in the entity in any 12 month period unless one of the exceptions in Chapter 7 of the listing rules applies. The relevant exception is the approval of non-associated members;
Listing Rule 10.11 provides that an equity security cannot be issued to a person of influence of the listed entity unless one of the exceptions in Chapter 10 of the listing rules applies.
A person of influence is:
o a director of the Company or his/her associate; or
o a substantial holder of securities in the Company.
Darren Olney-Fraser is a director of the Company and an associate of Stanfield;
Stanfield holds a relevant interest in 20% of the voting shares in the Company and accordingly is a substantial holder;
The relevant exception to Rule 10.11 is the approval of non-associated members;
The Convertible Note will bear interest at a monthly rate which is 5% above the Bank Bill Swap Reference Rate which is payable monthly in arrear;
If converted, the amount of the Convertible Note is convertible at a conversion price of 1 cent (one cent) per share;
If the resolution is passed the Convertible Note will be issued within one month of the date of the passing of the resolution of non-associated members.
If the amount of the Convertible Note is converted to voting shares Stanfield's relevant interest in voting shares in the Company will exceed 20%. If this resolution is passed the voting shares will be issued to Stanfield on 12 September 2010.

Voting exclusion statement

The Company will disregard any votes cast on this resolution by Stanfield and any associate of it. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or if it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Short Explanatory Statement

As the issue of the Convertible Note is an "equity security" as defined in the listing rules and it is proposed to issue it to a related party of a director and to a substantial holder members must authorise the directors to do so pursuant to listing rule 10.11. If approval is granted pursuant to listing rule 10.11 it is not necessary to seek separate approval pursuant to listing rule 7.1.

The Convertible Note will not be secured.

If the amount of the Convertible Note is to be converted to voting shares in the Company this may only be done if one of the exceptions in section 611 of the Corporations Act applies. The relevant exception in relation to the proposed transaction is Item 7 of Section 611 which permits the acquisition by Stanfield of such a relevant interest if approved by a resolution of the Company at which no votes are cast in favour of the resolution by the person or any associate acquiring the relevant interest.

Members are urged to read the full Explanatory Statement attached to this Notice of Meeting.

Independent Expert's Report

Members should carefully consider the Independent Expert's report prepared by Grant Thornton Financial Services (Vic) Pty Ltd (ABN 61 007 073 305 and AFSL 234500 (Grant Thornton) which comments on the fairness and reasonableness of the transaction to the nonassociated members in the Company. The Independent Expert concludes that the proposal the subject of this Resolution is fair and reasonable.

Resolution No. 2 – Approval to issue of voting shares on Conversion of existing Convertible Note

To consider and, if thought fit, to pass, the following as an Ordinary Resolution:

"That for the purposes of Item 7 of section 611 of the Corporations Act and for all other purposes members of the Company authorise the directors to issue up to 10 million voting shares to Stanfield Funds Management Pty Ltd (ACN 004 945 162) if it elects on or before 14 December 2009 to convert all or part of the Convertible Note of \$50,000.00 issued by the Company to Stanfield Funds Management Pty Ltd (ACN 004 945 162) on 14 September 2009 at a conversion price of 0.5 cents per share."

Note:

Stanfield has a relevant interest in 20% of the voting shares in the Company;
Stanfield is the holder of a Convertible Note for \$50,000.00 issued on 14 September 2009 (Note # 1) which if not redeemed may be converted into voting shares at the rate of 200 shares for each dollar of the Note which is converted.
If Stanfield elects to convert all or part of the Note # 1 to voting shares its relevant interest in voting shares in the Company will exceed 20%. If Stanfield so elects the shares will be issued within one month of the date of election.

Short Explanatory Statement

This Convertible Note is not secured

If Note # 1 is to be converted into voting shares in the Company this may only do so if one of the exceptions in section 611 of the Corporations Act applies. The relevant exception in relation to the proposed transaction is Item 7 of Section 611 which permits the acquisition of such a relevant interest if approved by a resolution of the Company at which no votes are cast in favour of the resolution by the person and his associates acquiring the relevant interest.

Members are urged to read the full Explanatory Statement attached to this Notice of Meeting.

Independent Expert's Report

Members should carefully consider the Independent Expert's report prepared by Grant Thornton Financial Services (Vic) Pty Ltd (ABN 61 007 073 305 and AFSL 234500 (Grant Thornton) which comments on the fairness and reasonableness of the conversion of all or part of Note # 1 to the non-associated members in the Company. The Independent Expert concludes that the proposal the subject of this Resolution is fair and reasonable.

Voting exclusion statement

Resolution No. 3 – Approval for the issue of a convertible security and issue of shares pursuant to its possible conversion.

To consider and, if thought fit, to pass, the following as an Ordinary Resolution:

"That for the purposes of listing rules 10.11 and 7.1 of the listing rules of Australian Securities Exchange Limited and Item 7 of section 611 of the Corporations Act, 2001 and for all other purposes members of the Company authorise the directors to:

Issue a convertible security to Stanfield Funds Management Pty Ltd (ACN 004 945 162)("Stanfield") in place of the Loan agreement entered into between the Company and Stanfield dated 8 October 2009 which will entitle Stanfield to convert the loan of \$100,000 into 20 million voting shares in the Company within one month of this resolution being passed; and
If Stanfield elects to convert such new convertible security into ordinary shares in the Company, to issue 20 million voting shares in the Company to Stanfield on 7 January 2010.."

Notes:

Stanfield has lent to the company the sum of \$100,000 (one hundred thousand dollars) pursuant to a Loan Agreement dated 8 October 2009 subject to the following terms and conditions:
o The loan is repayable on notice from Stanfield on 7 January 2010;
o Subject to shareholders' approval pursuant to this proposed resolution the Company will convert the Loan Agreement into a convertible security within one month of the date of shareholder approval. Pursuant to the new convertible security Stanfield will be entitled either to seek re-payment of the amount of \$100,000 or to elect to have 20 million voting shares issued to it on 7 January 2010 in lieu of repayment of the amount of \$100,000.
o If Stanfield fails to serve either of the notices referred to above and provided that shareholders have approved the issue of the new convertible security, then, subject to the terms of the new convertible security the Company shall issue 20 million voting shares to Stanfield in full discharge of the principal sum owed under the new convertible security;
Listing Rule 7.1 provides that a listed entity cannot issue shares that exceed 15% of the shares on issue in the entity in any 12 month period unless one of the exceptions in Chapter 7 of the listing rules applies. The relevant exception is the approval of nonassociated members.
Listing Rule 10.11 provides that a convertible security cannot be issued to a person of influence of the listed entity unless one of the exceptions in Chapter 10 of the listing rules applies. If shareholders approve the conversion of the Loan Agreement into an arrangement which will enable Stanfield to convert the Principal Sum into shares, that changed arrangement will constitute the issue of a convertible security. The issue of the convertible security requires shareholder approval.
A person of influence is:
o a director of the Company or his/her associate; or
o a substantial holder of securities in the Company.
Darren Olney-Fraser is a director of the Company and an associate of Stanfield;
Stanfield holds a relevant interest in 20% of voting the shares in the Company and accordingly is a substantial holder;
The relevant exception to Rule 10.11 is the approval of non-associated members;
If shareholders approve the change of the Loan Agreement into a convertible security that convertible security must be issued within one month of the date of shareholder approval;
If the conversion rights under the new convertible security are exercised, the issue of the shares pursuant to the conversion require shareholder approval pursuant to section 611 of the Corporations Act;
As Stanfield holds a relevant interest in 20% of the voting shares in the Company it cannot exceed that threshold unless one of the exceptions in section 611 of the Corporations Act applies.
The relevant exception is the approval of the Company in general meeting under Item 7 of section 611.
If the resolution is passed:
o The convertible security will be issued within one month of the date of the resolution; and
o If the conversion rights are exercised or the conversion occurs because of no election by Stanfield the shares will be issued within 14 days of 7 January 2010.

Voting exclusion statement

The Company will disregard any votes cast on this resolution by Stanfield and any associate of it. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Short Explanatory Statement

As the issue of the new convertible security will be an "equity security" as defined in the listing rules and it is proposed to issue it to a related party of a director and to a substantial holder members must authorise the directors to do so pursuant to listing rule 10.11. If approval is granted pursuant to listing rule 10.11 it is not necessary to seek separate approval pursuant to listing rule 7.1.

The new convertible security will not be secured.

The acquisition of a relevant interest in more than 20% of the voting shares in the Company is prohibited unless one of the exceptions in section 611 of the Corporations Act applies. The relevant exception in relation to the proposed transaction is Item 7 of Section 611 which permits the acquisition of such a relevant interest if approved by a resolution of the Company at which no votes are cast in favour of the resolution by the person and his associates acquiring the relevant interest nor by the persons from whom the acquisition is to be made and their associates.

Members are urged to read the full Explanatory Statement attached to this Notice of Meeting.

Independent Expert's Report

Resolution No. 4 – Approval for the issue of a further convertible security and issue of shares pursuant to its possible conversion.

To consider and, if thought fit, to pass, the following as an Ordinary Resolution:

Issue a convertible security to Stanfield Funds Management Pty Ltd (ACN 004 945 162)("Stanfield") in place of the further Loan agreement entered into between the Company and Stanfield dated 4 November 2009 which will entitle Stanfield to convert the loan of \$100,000 into 20 million voting shares in the Company within one month of this resolution being passed; and
If Stanfield elects to convert such new convertible security into ordinary shares in the Company to issue 20 million voting shares in the Company to Stanfield on 7 January 2010."

Notes:

Stanfield has lent to the company the sum of \$100,000 (one hundred thousand dollars) pursuant to a Loan Agreement dated 8 October 2009 subject to the following terms and conditions:
o The loan is repayable on notice from Stanfield on 7 January 2010;
o Subject to shareholders' approval pursuant to this proposed resolution the Company will convert the Loan Agreement into a further convertible security within one month of the date of shareholder approval. Pursuant to the further new convertible security Stanfield will be entitled either to seek re-payment of the amount of \$100,000 or to elect to have 20 million voting shares issued to it on 7 January 2010 in lieu of repayment of the amount of \$100,000.
o If Stanfield fails to serve either of the notices referred to above and provided that shareholders have approved the issue of the further new convertible security, then, subject to the terms of the further new convertible security the Company shall issue 20 million voting shares to Stanfield in full discharge of the principal sum owed under the further new convertible security;
Listing Rule 7.1 provides that a listed entity cannot issue shares that exceed 15% of the shares on issue in the entity in any 12 month period unless one of the exceptions in Chapter 7 of the listing rules applies. The relevant exception is the approval of nonassociated members.
Listing Rule 10.11 provides that a convertible security cannot be issued to a person of influence of the listed entity unless one of the exceptions in Chapter 10 of the listing rules applies. If shareholders approve the conversion of the Loan Agreement into an arrangement which will enable Stanfield to convert the Principal Sum into shares that changed arrangement will constitute the issue of a convertible security. The issue of the convertible security requires shareholder approval.
A person of influence is:
o a director of the Company or his/her associate; or
o a substantial holder of securities in the Company.
Darren Olney-Fraser is a director of the Company and an associate of Stanfield;
Stanfield holds a relevant interest in 20% of voting the shares in the Company and accordingly is a substantial holder;
The relevant exception to Rule 10.11 is the approval of non-associated members;
If shareholders approve the change of the Loan Agreement into a convertible security that convertible security must be issued within one month of the date of shareholder approval;
If the conversion rights under the new convertible security are exercised, the issue of the shares pursuant to the conversion require shareholder approval pursuant to section 611 of the Corporations Act;
As Stanfield holds a relevant interest in 20% of the voting shares in the Company it cannot exceed that threshold unless one of the exceptions in section 611 of the Corporations Act applies.
The relevant exception is the approval of the Company in general meeting under Item 7 of section 611.
If the resolution is passed:
o The convertible security will be issued within one month of the date of the resolution; and
o If the conversion rights are exercised or the conversion occurs because of no election by Stanfield the shares will be issued within 14 days of 7 January 2010.

Voting exclusion statement

The Company will disregard any votes cast on this resolution by Stanfield and any associate of it. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Short Explanatory Statement

The new convertible security will not be secured.

Members are urged to read the full Explanatory Statement attached to this Notice of Meeting.

Independent Expert's Report

Resolution No. 5 – Approval for acquisition of shares

To consider and, if thought fit, to pass, the following as an Ordinary Resolution:

"That for the purposes of Item 7 of section 611 of the Corporations Act, 2001 (C'th), members of the Company approve the transfer of 93,986,157 shares in the capital of the Company held by Shannon Capital Pty Ltd (ACN 108 125 131) as to 59,416,667 shares; Matici Corp Pty Ltd (ACN 109 928 369), as to 35,000,000 shares, Kenneth Roberts, as to 34,583,333 shares and Surjeet Roberts, as to 10,015,000 shares to Stanfield Funds Management Pty Ltd (ACN 004 945 162)."

Note:

Stanfield holds a relevant interest in 20% of the voting shares in the Company.

Voting exclusion statement

The Company will disregard any votes cast on this resolution by Shannon Capital, Matici Corp, Kenneth Roberts, Surjeet Roberts and Stanfield and any associate of any of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or if it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Short Explanatory Statement

Members are urged to read the full Explanatory Statement attached to this Notice of Meeting.

Independent Expert's Report

Resolutions Nos. 6 and 7 – Election of Directors

Each of the following resolutions will be considered as a separate ordinary resolution at the extraordinary general meeting.

(a) Adrian Olney - Subject to the passing of resolutions Nos. 1 to 4 inclusive to consider and, if thought fit, pass the following as an ordinary resolution:

"That pursuant to the Company's constitution and for all other purposes the Company elects Adrian Olney as a director of the Company."

(b) Christopher Eldridge - Subject to the passing of resolutions Nos. 1 to 4 inclusive to consider and, if thought fit, pass the following as an ordinary resolution:

"That pursuant to the Company's constitution and for all other purposes the Company elects Christopher Eldridge as a director of the Company."

Short Explanatory Statement

One of the terms of the Deed referred to in the Explanatory Memorandum accompanying this Notice of Meeting, it is a condition that two independent directors nominated by Stanfield be appointed to the board of directors of the Company.

Adrian Olney and Christopher Eldridge have been duly nominated for election as directors in accordance with rule 79(4) of the Company's constitution. Profiles of Adrian Olney and Christopher Eldridge are contained in the Explanatory Memorandum

This resolution, which is subject to members approving the two prior resolutions, if passed will see the appointment of Adrian Olney and Christopher Eldridge as independent directors of the Company. Upon completion of the transaction contemplated under the Deed, Kenneth Roberts and Surjeet Roberts will resign their offices as directors and Surjeet Roberts will resign as Company Secretary.

Members are urged to read the full Explanatory Statement attached to this Notice of Meeting.

All members will be entitled to vote on this resolution.

Special Resolution No. 8– Change of Company Name

Subject to the passing of Resolutions Nos.1 to 6 inclusive, to consider and, if thought fit, to pass, the following as a Special Resolution:

"That the Company change its name to Stanfield Funds Management Limited."

Short Explanatory Statement

Section 157 of the Corporations Act requires that if a company wants to change its name it must do so by special resolution adopting a new name.

The reason for the proposed new name of the Company is to identify with its proposed principal shareholder and in preparation for a new direction for the Company.

Members are urged to read the full Explanatory Statement attached to this Notice of Meeting.

Voting

All members will be entitled to vote on this resolution.

Other Business

To consider any other business brought forward in accordance with the Company's constitution or the law.

Explanatory Memorandum

The accompanying Explanatory Memorandum read together with the Independent Expert's Report provides members with the information required by the Corporations Act, Australian Securities and Investment Commission's (ASIC) Regulatory Guide, Australian Securities Exchange Limited's (ASX) listing rules and Guidance Note.

Should you wish to vote by using the enclosed proxy form please complete and return it so that reaches the Company no later than 48 hours prior to the meeting.

By order of the Board

Surjeet Roberts Company Secretary ** November 2009

CELTEX LIMITED ACN 006 222 395

(the "Company")

EXPLANATORY MEMORANDUM

This Explanatory Memorandum (Memorandum) forms part of the Notice of Special General Meeting of the Company and has been prepared in connection with the meeting to be held at ***, Melbourne Vic 3000 on *** at *** am. It is an important document, and should be read in its entirety by all Members.

Background

The Company is engaged in the development, production and distribution of educational and digital media and through its subsidiary, Bridgepark Holdings Pty Ltd (Bridgepark) holds a 300 acre development site at Lot 1 and 2 Western Creek Road, Western Creek, Tasmania (Tasmanian Land). Bridgepark purchased the Tasmanian Land with the intention of developing the site into a number of tourism related projects. However, the development of the Tasmanian Land has not commenced due to delays in Tasmanian Government approval for the development.

The Company has incurred significant financial losses over the last few years and, as a result, has breached its bank covenants. In July 2009, the Commonwealth Bank of Australia (CBA) sent the Company and its subsidiary Ausmusic Ltd, statutory demands for payment of outstanding debts. In addition to this, CBA lodged a summons in the Supreme Court of Tasmania, for the Company to show cause as to why the court should not order possession of Tasmanian Land" to the Bank, if full payment of the amount owing under the mortgage of the Tasmanian Land was not received by 3 September, 2009.

The Company sought from CBA and was granted an extension of 60 days from 2 September 2009 in which to secure funds to pay out in excess of \$1.391 million in Bank debt. The CBA has been kept apprised of the transaction and the progress of the convening of this Special general Meeting.

On 12 September 2009, the Company, Shannon Capital Pty Ltd, Matici Corp Pty Ltd, Kenneth Roberts and Surjeet Roberts (Vendors) entered into a Deed (Deed) with Stanfield Funds Management Pty Ltd (Stanfield) and Darren Olney-Fraser with a view to enabling it to keep CBA from proceeding with its actions.

The Deed dated 12 September 2009 and Deed of Variation dated 30 October 2009

The following are the relevant terms of the Deed as varied by the Deed of Variation:

Sale of Vendors' shares to Stanfield

The Vendors have sold to Stanfield 45,029,843 shares (being 20% of the issued capital of the Company) for the sum of \$200,000. This sale was completed on 18 September 2009.

Subject to the fulfillment of the Conditions in the Deed, the Vendors will sell to Stanfield 93,986,157 shares (being all of the remaining shares owned by the Vendors and which amount to 41.74% of the issued capital of the Company) for the sum of \$550,000.

The Conditions precedent to the sale of the 41.74% holding in the Company (being 93,986,157 shares) are:

The appointment of Darren Olney-Fraser as a director of the Company;

The approval by a majority of members at this Special General Meeting and any regulatory approvals required from ASIC and ASX;

The Company is not under administration or liquidation or subject to the appointment of a receiver and manager any time between the date of the Deed and the date that all of the Conditions have been satisfied:
The release in writing in a form acceptable to the Vendors of all personal guarantees given to the Commonwealth Bank of Australia (CBA) by all or any of the Vendors in respect of any obligations of the Company to the CBA;
A discharge of any and all mortgages held by the CBA over the real estate located at Lot 2 Mole Creek Road, Western Creek

The following is the position in respect of the conditions:

Darren Olney-Fraser was appointed as a director of the Company on 25 September 2009 and as its managing director on 30 October 2009. In accordance with the terms of the constitution of the Company he will hold office until the next annual general meeting of the Company which will occur in 2009 as soon as possible after this Special General Meeting when it is likely that he will offer himself for re-election;
If members approve the resolutions at this meeting this will meet the requirements of the Corporations Act, ASIC and ASX;
No external administrator, liquidator or receiver and manager has been appointed to the Company and it is not expected that this will occur before the rest of the Conditions are satisfied.
Negotiations with CBA are continuing and it is being kept up to date with the progress in convening this SGM and has held off any further action at this time.

Convertible Notes

The Company agreed to issue two Convertible Notes, the first of which is not and the second of which will not be secured.

The First Convertible Note in the amount of \$50,000 was issued to Stanfield on 14 September 2009. This First Convertible Note will pay interest on a monthly basis at an interest rate of 12% per annum. The Convertible Note is redeemable on or before 14 December 2010 or if not redeemed by then is convertible at that date into 10 million voting ordinary shares in the Company which rank parri passu with all other voting shares on issue (a 0.5 cent conversion price).

If the resolutions are passed the Second Convertible Note for up to \$750,000 will be subscribed by Stanfield and/or its nominees as required by the Company to meet working capital needs, reduce bank debt and enable the sale of the Tasmanian Land to occur by releasing the CBA securities over that land. The Second Convertible Note will pay interest at a monthly rate which is 5% above the Bank Bill Swap Reference Rate, and be redeemable

within 12 months of 12 September 2009 or if not redeemed by then is convertible at that date into up to 85 million voting ordinary shares in the Company which rank parri passu with all other voting shares on issue (a 1 cent conversion price)..

Loans with Conversion Rights

Stanfield has made two loans to the Company of \$100,000 (one hundred thousand dollars) each on the following terms:

The Repayment Date of both loans is 7 January 2010.
If shareholders have approved the resolution authorizing the loan arrangements to be changed into convertible securities entitling Stanfield to convert each loan into 20 million voting shares, these new convertible securities will be issued within one month of the date of the passing of the resolution;
The proposed new convertible securities will be unsecured;
The new convertible securities will provide that shares may be issued in lieu of repayment of the loans, Stanfield may require the Company to issue to it 20 million voting shares in lieu of repayment of each loan by serving notice on the Company at any time up to and including the Repayment Date of each loan;
Stanfield may require repayment of the loans by serving notice on the Company on the Repayment Dates;
If Stanfield fails to serve any notice the Company automatically shall issue 20 million voting ordinary shares which rank parri passu with all other voting shares on issue to Stanfield within 14 days of the Repayment Dates in full settlement of the principal sum owed under the loan agreement.

Stanfield Funds Management Pty Ltd

Stanfield has a sound track record in business over the last 37 years. The company was founder by Peter Olney in 1972 as a building construction and development business in the South Eastern suburbs of Melbourne.

Darren Olney-Fraser and Adrian Olney, Peter Olney's two sons, took the family business interests over in 2002. Since then, Darren and Adrian have substantially grown Stanfield's business interests to over \$200,000,000 in assets in primarily government-leased property, significantly broadening the family's property business.

Darren is a former corporate lawyer, and he is responsible for the legal, financial and corporate governance aspects of Stanfield's business.

Adrian is a former civil engineer and he is responsible for the property management and development aspects of Stanfield's business.

Directors

Darren Olney-Fraser

Darren Olney-Fraser is a director of the Company. He is a former corporate lawyer and is the Chief Executive Officer of Stanfield. In accordance with the terms of the constitution of the Company he will hold office until the next annual general meeting of the Company which it is proposed be in 2009 as soon as possible after this Special General Meeting when it is likely that he will offer himself for re-election.

Future Directors

Pursuant to the Deed it is a Condition that two independent directors nominated by Stanfield be elected by the members as directors of the Company. Stanfield has nominated Adrian Olney and Chris Eldridge. Members are asked to vote in favour of Resolutions 3 and 4 if resolutions 1 and 2 are passed by the members at the extraordinary general meeting.

Profiles of the two proposed new directors are set out below:

Adrian Olney

Adrian Olney is a qualified engineer with property management and development experience, and a background in design and construction management.

He has worked for over 12 years in consulting engineering firms at Connell Wagner, Young Consulting Engineers and Arup.

Since 2003, Adrian has been an executive director of Australian Public Trustees Limited where he has carried responsibility for the management of its government-leased property portfolio.

Adrian is also a co-owner and director of Property Management Group Pty Ltd, a property development and management company.

Qualifications

Bachelor of Engineering (Civil);
Graduate Diploma of Management.

Chris Eldridge

Chris Eldridge is an institutional stockbroker at BBY Securities (formerly Burdett Buckeridge Young Ltd). He has experience in capital raising for growing listed companies. He has also served on the boards of investment companies and listed funds. Chris is a member of the Institute of Company Directors.

Qualifications and Memberships

Bachelor of Economics & Politics, LaTrobe University, Melbourne
MAICD (Institute of Company Directors),Melbourne
Australian Stock Exchange Responsible Executive 2003-2006
Affiliate Member CSA (Chartered Secretaries of Australia)
ACBC (Australia China Business Council) member
AVCAL ( Australia Venture Capital Association) member.
Corporate Member AIMA (Alternative Investment Management Association)

Resignation of Officers

If the resolutions are passed then, upon completion of the sale and purchase pursuant to the Deed:

Kenneth Roberts and Surjeet Roberts will resign as directors of the Company; and
Surjeet Roberts will resign as the Company Secretary.

Stanfield's plans for the future of the Company

Stanfield proposes that shareholders agree to change Celtex's name to adopt the company name, Stanfield Funds Management Limited, to more closely identify with its proposed principal shareholder and to signal proposed new directions for the company which will be led by Darren Olney-Fraser and his Stanfield colleagues.

Stanfield's vision is for Celtex to grow significantly over the next 3 years, and to take advantage of the current market conditions to create value for shareholders.

The current principal business interests of Celtex are property development and education, and Celtex has had an interest in the biotech sector. Stanfield intends to grow these business interests and develop new business interests.

Stanfield's main undertaking is property –its development, ownership and management. There are many opportunities to buy assets and existing businesses in the property sector at substantial discounts to values of the last few years. Celtex can make a number of strategic acquisitions at the current time and grow a stronger asset base, so that profits can be generated and share price growth can occur.

Stanfield's most significant business interest is Australian Public Trustees Limited. Stanfield is a major shareholder of Australian Public Trustees and provides key management services to the company and its investment trusts. Australian Public Trustees holds a financial services licence to act as a responsible entity for the Government Property Trust and the APT Health & Aged Care Trust. These trusts hold a portfolio of 9 government-leased properties (\$130,000,000) and 3 private hospitals. Stanfield also has other investments including a fleet of 82 public transport buses (\$25,000,000) and a fleet of 8 school portables (\$2,000,000).

If the resolutions are passed the new board will consider and identify which assets of Stansfield it proposes be sold to Celtex. Any such proposal will need to be put to shareholders of Celtex with full documentation and an independent expert's report specific to any such proposal. The proposal will also need to be discussed with ASX which may require compliance with Chapter 1 and Chapter 2 of the listing rules including a possible future capital raising.

Once the board has come to a view in this regard discussions will take place with ASX and shareholders will be provided with full information to enable them to make a decision on any such proposal..

Stanfield's intentions regarding Celtex's current investments are:

(a) Tasmanian Land: Stanfield currently believes that it may be in the best interests of shareholders that the Tasmanian Land be sold. Sale proceeds can be applied to debt reduction, which is a priority for Celtex. No firm decision has been made in this regard and as stated above as soon as the board has formed a view the matter will be put to shareholders.
(b) Ausmusic: The Ausmusic business has a future and Stanfield will continue to support it. Stanfield believes that Ausmusic revenues can improve substantially with a good start to the 2010 school year. Once Ausmusic has achieved some revenue growth, it can contribute to profits in a growing Celtex or it can be sold for better value. Stanfield does not believe it is in the best interests of shareholders to close Ausmusic or sell it

off quickly. Stanfield would prefer to build it up and either retain the business or sell it when the time is right.

Stanfield has a sound track record in business over the last 37 years. The company was founded by Peter Olney in 1972 as a building construction and development business in the South Eastern suburbs of Melbourne.

Darren Olney-Fraser and Adrian Olney, Peter Olney's two sons, took over the family business interests in 2002. Since then, Darren and Adrian have substantially grown Stanfield's business interests to hold over \$200,000,000 in assets primarily in government-leased property, significantly broadening the family's property business.

Darren and Adrian have complementary skills. Darren is a former corporate lawyer, and he is responsible for the legal, financial and corporate governance aspects of the business. Adrian is a former civil engineer and he is responsible for the property management and development aspects of the business.

Darren is already a member of Celtex's board and Adrian will join the Celtex board, should shareholders approve his appointment.

It is proposed by Stanfield that Chris Eldridge also join the Celtex Board as an independent director. Chris has a stockbroking background, and his skills will be important to assist Celtex with its capital raising needs. Chris does not have any current or previous business relationship with Celtex or Stanfield.

Stanfield can help Celtex rebuild a business, establish a new brand, make investments where value growth can be achieved, generate cashflow, and add value to shareholders and profits.

Voting Power

The Table in Annexure "A" sets out the Maximum Increase in the Voting Power and the Maximum Voting Power of Stanfield if the resolutions are passed and some or all of the Convertible Notes or Convertible Securities are converted into voting shares

Consequence of Failure of resolutions

If the resolutions are not passed by the members, the Conditions attaching to the Deed will not be satisfied and Stanfield will not subscribe for the Second Convertible Note. In that event the Company will be unable to pay the debt due to CBA and it is most likely that the Company will be wound up and a liquidator appointed.

In all of the circumstances your directors consider that it is in the best interests of all of the members that the Deed be completed and accordingly non-associated members are urged to vote in favour of Resolutions 1, 2 and 3 and all members are urged to vote in favour of Resolutions 4, 5 and 6, if Resolutions 1, 2 and 3 are passed by nonassociated members

Kenneth Roberts Chairman

Annexure "A"

Assumed existing transactions	Assumed New Transaction	Increase in shares under new transaction	Number of Shares Held	Total Shares on Issue	Increase in Voting Power New Transaction	Total Maximum Voting Power
A			45,028,843	225,144,215	-	20.00%
A	B	93,986,157	139,015,000	225,144,215	41.74%	61.74%
A + B	C	10,000,000	149,015,000	235,144,215	4.25%	63.37%
A+B+C	D	20,000,000	169,015,000	255,144,215	7.84%	66.24%
A+B+C+D	E	20,000,000	189,015,000	275,144,215	7.27%	68.70%
A+B+C+D+E	F	75,000,000	264,015,000	350,144,215	21.42%	75.40%

A+B	D	20,000,000	159,015,000	245,144,215	8.16%	64.87%
A+B	E	20,000,000	159,015,000	245,144,215	8.16%	64.87%
A+B	F	75,000,000	214,015,000	300,144,215	24.99%	71.30%
A+B+C	E	20,000,000	169,015,000	255,144,215	7.84%	66.24%
A+B+C	F	75,000,000	224,015,000	310,144,215	24.18%	72.23%
A+B+C+D	F	75,000,000	244,015,000	330,144,215	22.72%	73.91%
A+B+C+E	F	75,000,000	244,015,000	330,144,215	22.72%	73.91%
A+B+D	E	20,000,000	179,015,000	265,144,215	7.54%	67.52%
A+B+D+E	F	75,000,000	254,015,000	340,144,215	22.05%	74.68%
A+B+D	F	75,000,000	234,015,000	320,144,215	23.43%	73.10%
A+B+E	F	75,000,000	234,015,000	320,144,215	23.43%	73.10%

A 45,028,843 Stanfield's existing holding of shares
B 93,986,157 Acquisition of Shares (Resolution 5)
C 10,000,000 Conversion of \$50,000 Convertible Note (Resolution 2)
D 20,000,000 Conversion of \$100,000 Convertible Security (Resolution 3)
E 20,000,000 Conversion of further \$100,000 Convertible Security (Resolution 4)
F 75,000,000 Conversion of \$750,000 Convertible Note (Resolution 1)

VOTING AND PROXIES

Members who are entitled to Vote

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that a person's entitlement to attend and vote at the meeting will be the entitlement of that person set out in the register of members as at *** am/pm, Melbourne time on ****2009 which is the required 48 hours prior to meeting. This means that any holder registered as a member at that time on that date will be entitled to attend and vote at the meeting.

VOTING BY PROXY

Instructions for completion of Proxy Form

1. Right to Appoint

Each shareholder has the right to appoint a proxy to attend and vote for the member at this meeting.

2. Who may be a Proxy

A member can appoint any other person to be their proxy. A proxy need not be a member of the Company. The proxy appointed can be described in the Proxy Form by an office held, for example, 'the Chair of the Meeting'.

3. Appointing a Second Proxy

A member entitled to attend and vote may appoint not more than two (2) proxies. If you wish to appoint a second proxy, an additional proxy form can be obtained from the Company phone +61 (03) 9281 8888 or you may copy this form.

To appoint a second proxy, you must:

Complete the first proxy form by stating the number of shares or the percentage of your shares applicable to the first proxy
Complete the second proxy form by stating the number of shares or the percentage of your shares applicable to the second proxy
Return both forms in the same envelope

Please note that if you appoint two proxies, neither proxy may vote on a show of hands. If the appointment does not specify the number or proportion of member's votes, each proxy may exercise half of the votes.

4. Signatures on Behalf of Companies

In the case of Members who are companies, the Proxy Form must be signed:

(a) if it has a sole director who is also the sole company secretary, by that director (and stating that fact next to, or under, the signature of the Proxy Form);
(b) in the case of any other company, by either two directors or a director and a company secretary;
(c) each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign. In the case of a corporation, the appointment must be signed by a duly authorised officer or under its common seal if

required by the constitution of the corporation. If the appointment is made by power of attorney, that power of attorney or a certified copy must be forwarded with the proxy.

5. Other Authorised Persons

If the person signing the Proxy Form is doing so under power of attorney, or is an officer of a company outside of (4) above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy Form, must be received by the Company by the time and at the place in (6) below.

6. Lodgement Place and Deadline

A Proxy Form accompanies this notice. To be effective, Proxy Forms (duly completed and signed) must be received by the Company at its registered office:

(a) at 55 Brady Street, South Melbourne, Melbourne Vic 3205; or
(b) by facsimile on +61 (03) 9281 8889

(marked for the attention of the Company Secretary) by no later than 48 hours before the time for the holding of the meeting.

The Chairman of the meeting intends to use any undirected proxies held by him to vote in favour of both the special resolutions at the meeting.

CELTEX LIMITED ACN 006 222 395

(the "Company")

PROXY FORM

Special General Meeting

{::INSERT PROXY FORM::}

Celtex Limited

Independent Expert's Report

2 November 2009

The Directors Celtex Limited 55 Brady St South Melbourne, VIC 3205

2 November 2009

Grant Thornton Financial Services (Vic) Pty Ltd ABN 61 007 073 305 AFSL 234500

Level 2 215 Spring Street Melbourne Victoria 3000 GPO Box 427 Melbourne Victoria 8060

T +61 3 8663 6000 F +61 3 8663 6333 E [email protected] W www.grantthornton.com.au

Dear Directors

EXECUTIVE SUMMARY

Introduction and Background

Celtex Limited ("Celtex" or "the Company") is a listed company trading on the Australian Securities Exchange ("ASX").

Celtex is engaged in the development production and distribution of educational and digital media. A subsidiary entity of the Company, Bridgepark Holdings Pty Ltd ("Bridgepark") holds a 300 acre development site in Western Creek, Tasmania.

The Company has incurred significant financial losses over the last few years and, as a result, has breached its bank covenants. In July 2009, the Commonwealth Bank of Australia ("the Commonwealth Bank" or "the Bank") sent Celtex and its subsidiary Ausmusic Ltd, statutory demands for payment of outstanding debts. In addition to this, the Commonwealth Bank lodged a summons in the Supreme Court of Tasmania, for Celtex to show cause as to why the court should not order possession of the land at Lot 1 and 2 Western Creek Road, Western Creek, Tasmania ("the Tasmanian Land") to the Bank, if full payment of the amount owing under the mortgage of the Tasmanian Land was not received by the 3rd of September, 2009.

The Company sought and was granted by the Commonwealth Bank 60 days from 2 September 2009 in which to secure funds to pay out in excess of \$1.391 million in Bank debt.

On 12 September 2009, Celtex entered into a Deed ("the Deed") with Stanfield Funds Management Pty Ltd ("Stanfield") and Darren Olney-Fraser and a number of Celtex's major shareholders ("the Vendors"), with a view to enabling it to be in a position to pay out the Commonwealth Bank within the 60 day deadline. The Deed was amended on 30 October 2009.

Holder of Australian Financial Services Licence No. 234500

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards legislation.

The Deed

Under the terms of the Deed and the amendment to the Deed, it was agreed that Stanfield would acquire all the shares in Celtex ("the Shares") owned by the Vendors. The Shares were to be acquired in two tranches, as follows:

First Tranche: Stanfield would pay \$200,000 to acquire 45,028,843 shares (being 20% of the issued capital of the Company) on or before 18 September 2009 at a price of approximately 0.44 cents per share. These shares were acquired by Stanfield on 18 September 2009; and
Second Tranche: Stanfield would pay \$550,000 for 93,986,157 shares (approximately 0.58 cents per share) within 7 business days of satisfaction of all the Conditions. The Conditions are discussed below.

The Company also agreed to issue two unsecured Convertible Notes. The First Convertible Note for \$50,000 was issued to Stanfield on 14 September 2009. The Second Convertible Note, for up to \$750,000, is to be subscribed by Stanfield and/or its nominees, as required, to meet the Company's working capital needs and reduce bank debt.

The Loans

Stanfield has lent to the Company the sum of \$100,000 pursuant to a Loan Agreement dated 8 October 2009. On the 30 October 2009, Stanfield agreed to lend the Company a further \$100,000 on the same terms and conditions. These two loans are referred to collectively in this report as "the Loans". The Loans are subject to the following terms and conditions:

The Loans are repayable on notice from Stanfield on 7 January 2010;
Subject to shareholders' approval, the Company will convert the Loans into convertible securities ("the Convertible Securities") within one month of the date of shareholder approval. Pursuant to the Convertible Securities, Stanfield will be entitled either to seek repayment of each loan amount of \$100,000 or elect to have 20 million voting shares in the Company issued to it on 7 January 2010 in lieu of repayment of each \$100,000 loan; and
If Stanfield fails to serve either of the notices referred to above, and provided that shareholders have approved the issue of the Convertible Securities, then, subject to the terms of the Convertible Securities, the Company shall issue 20 million voting shares to Stanfield in discharge of each \$100,000 sum owed under the Convertible Securities.

Definition of Proposed Transaction in this Report

For the purposes of this report, the "Proposed Transaction" includes:

The sale of 93,986,157 shares by the Vendors to Stanfield pursuant to the Second Tranche;
The potential issue of up to 10,000,000 shares to Stanfield and/or its nominees on conversion of the First Convertible Note;
The proposed issue of the Second Convertible Note for up to \$750,000 to Stanfield and/or its nominees; and

The potential conversion of the Loans into the Convertible Securities.

The Conditions

The Proposed Transaction is subject to a number of conditions, including:

That the Company is not in administration or liquidation or subject to the appointment of a receiver and manager at any time between the date the Deed was entered into (12 September 2009) and the date that Stanfield pays for the shares to be acquired under the Second Tranche;
A release of all personal guarantees given to the Bank by all or any of the Vendors in respect of any obligations of the Company to the Bank;
A discharge of any and all mortgages held by the Bank over the real estate located at Lot 2 Mole Creek Road Western Creek;
The approval of the Proposed Transaction by a majority of shareholders of the Company at an Extraordinary General Meeting planned for November 2009; and
All necessary regulatory approvals being obtained from the Australian Securities Exchange or the Australian Securities and Investments Commission ("ASIC").

Scope

Celtex has engaged Grant Thornton to prepare this Independent Expert Report ("IER") to express an opinion as to whether the following components of the Proposed Transaction are fair and reasonable to the non-associated shareholders of Celtex.

Description	Independent Expert Report Prepared in Relation to
The sale of 93,986,157 shares by the Vendors to Stanfield.	Section 611(7) of the Corporations Act 2001 ("the Act")
The issue to up to 10,000,000 shares to Stanfield and/or its nominees if the First Convertible Note is converted to voting shares.	Section 611(7) of the Act
The Second Convertible Note for up to \$750,000 to Stanfield and/or its nominees.	Section 611(7) of the Act and ASX Listing Rule 10
The potential issue of the Convertible Securities.	Section 611(7) of the Act and ASX Listing Rule 10

This report is to be included with the combined Notice of Meeting and Explanatory Memorandum to be sent to shareholders of Celtex to consider the merits of the Proposed Transaction.

Grant Thornton is independent of Celtex and has no other involvement with, or interest in, the outcome of the Proposed Transaction.

Approach

In assessing whether the Proposed Transaction is fair and reasonable to the non-associated shareholders of Celtex we have considered whether the potential advantages of the Proposed Transaction to the non-associated shareholders outweigh the potential disadvantages.

Summary

We have assessed the key advantages and disadvantages of the Proposed Transaction to the non-associated shareholders to be as follows:

Advantages

The Proposed Transaction is expected to help the Company avoid the very real prospect of being placed into Liquidation in the immediate future.

If the Proposed Transaction is not approved, it is expected that the Commonwealth Bank will proceed with its Statutory Demands for repayment of debt. It is highly unlikely that the Company will be able to source alternative funding to enable it to meet the Commonwealth Bank's demands for payment. Therefore there is a high likelihood that the Company would be placed into liquidation.

As the Company has a substantial deficiency in net assets, it is expected that the liquidation of the Company would provide no return for shareholders.

Alternatively, the Proposed Transaction is expected to provide an opportunity for the Company to achieve growth in shareholder value by:
Providing the funds immediately required (through the Loan and the terms of the Second Convertible Note) to enable the Company to meet the Company's short term working capital needs and to resolve the Company's current funding issues with the Commonwealth Bank;
Improving market credibility through the appointment of a new Board of Directors, as a result of the change in controlling shareholder from Shannon Capital Pty Ltd and Associates to Stanfield; and
Through the intention (as documented in the Deed) for the new Board of the Company to negotiate in good faith to acquire business interests of Stanfield and any other third parties on terms to be agreed and subject to necessary shareholder and regulatory approvals being obtained.
The price per share being offered to the Vendors under the terms of the Proposed Transaction of 0.58 cents is lower than the recent trading price of the shares, which is approximately 2 to 3 cents per share. However, the shares are highly illiquid and therefore we consider it unlikely that either the Vendors or the non-associated shareholders would be able to realise a value of 2 to 3 cents per share, if they sought to dispose of their shares on market.
Ken Roberts and Surjeet Roberts have agreed to forgive \$1,153,952 in debt owed to them by the Company, provided that all the Conditions to the Proposed Transaction are satisfied.

Disadvantages

Under the terms of the Proposed Transaction, the non-associated shareholders are not being given an option to sell their shares at the same time and price as the Vendors.

However, in the event that the Proposed Transaction does not proceed and the Company is wound up, then we would expect the non-associated shareholders to receive nil value for their shares.

Conclusion

After considering all of the above, we have concluded that the advantages of the Proposed Transaction to the non-associated shareholders of Celtex outweigh the disadvantages. Therefore in our opinion, the Proposed Transaction is fair and reasonable to the non-associated shareholders of Celtex.

Limitations and reliance on information

This report should be read in conjunction with the declarations outlined in Section 4.

This opinion should also be read in conjunction with the full text of the attached report.

Yours faithfully GRANT THORNTON FINANCIAL SERVICES (VIC) PTY LTD

Liz Smith DIRECTOR

		Page
1.	Introduction	2
2.	Financial Overview of Celtex	8
3.	Our Assessment of the Proposed Transaction	9
4.	Qualifications, Declarations and Consents	9
	Appendix 1- Sources of Information	9
	Appendix 2 – Abbreviations Used	9
	Financial Services Guide	9

1. Introduction

1.1. Background

Celtex is engaged in the development, production and distribution of educational and digital media. A subsidiary entity of the company, Bridgepark Holdings Pty Ltd ("Bridgepark") holds a 300 acre development site in Western Creek, Tasmania ("the Tasmanian Land"). Bridgepark purchased the Tasmanian Land with the intention of developing the site into a number of tourism related projects. However the development of the land has not commenced due to delays in Tasmanian Government approval for the development.

The Company has incurred significant financial losses over the last few years and, as a result, has breached its bank covenants. In July 2009, the Commonwealth Bank of Australia ("the Commonwealth Bank" or "the Bank") sent Celtex and its subsidiary Ausmusic Ltd, statutory demands for payment of outstanding debts. In addition to this, the Commonwealth Bank lodged a summons in the Supreme Court of Tasmania, for Celtex to show cause as to why the court should not order possession of the land at Lot 1 and 2 Western Creek Road, Western Creek, Tasmania ("the Tasmanian Land") to the Bank, if full payment of the amount owing under the mortgage of the Tasmanian Land was not received by the 3rd of September, 2009.

The Company sought and was granted by the Commonwealth Bank 60 days from 2 September 2009 in which to secure funds to pay out in excess of \$1.391 million in Bank debt.

1.2. The Deed

The terms of the Deed that we consider relevant to our report are described below.

Sale of Vendor Shares to Stanfield

Under the terms of the Deed, it was agreed that Stanfield would acquire all the shares in Celtex owned by the Vendors in two tranches. The two tranches were as follows:

First Tranche: Stanfield would pay \$200,000 to acquire 45,028,843 shares (being 20% of the issued capital of the Company) on or before 18 September 2009. These shares were acquired by Stanfield on 18 September 2009.

Second Tranche: Stanfield would pay \$550,000 for 93,986,157 shares (being all of the remaining Shares owned by the Vendors) within 7 business days of satisfaction of all of the Conditions. This equates to a price per share of approximately 0.58 cents per share.

Included in the table below is a list of the Vendors and the number of shares that they held at the Date the Deed was entered into, the number of shares that they hold after the First Tranche and the number of Shares proposed to be held after the Second Tranche, if all the Conditions are satisfied.

Vendors	Shares held Pre-deed 12Sept09	Shares held First Tranche 18Sept09	Shares held Second Tranche
Shannon Capital Pty Ltd	59,416,667	59,416,667	-
Matici Corp Pty Ltd	35,000,000	17,485,578	-
Kenneth Roberts	34,583,333	17,068,912	-
Surjeet Roberts	10,015,000	15,000	-
Stanfield Funds Management Pty Ltd	-	45,028,843	139,015,000
Total	139,015,000	139,015,000	139,015,000

Convertible Notes

The Company agreed to issue two unsecured Convertible Notes.

The First Convertible Note was issued to Stanfield on 14 September 2009. This First Convertible Note will pay interest on a monthly basis at an interest rate of 12% per annum. The Convertible Note is redeemable on 14 December 2009 or convertible at that date into 10,000,000 shares in the Company (a 0.5 cent conversion price).

The Second Convertible Note for up to \$750,000 will be subscribed by Stanfield and/or its nominees as required by the Company to meet working capital needs and reduce bank debt. The Second Convertible Note will pay interest at a monthly rate which is 5% above the Bank Bill Swap Reference Rate. The Second Convertible Note is convertible into 75,000,000 shares in the Company (a 0.1 cent conversion price) if Stanfield on or before 12 September 2010:

Does not elect to have the amount of the Convertible Note redeemed; or
Elects to convert the amount of the Convertible Note to voting shares; or
Fails to make an election.

The subscription for the Second Convertible Note is also subject to Conditions. These Conditions are discussed below.

Vendor Debt

Ken Roberts and Surjeet Roberts have agreed to forgive \$1,153,952 in debt owed to them by the Company, provided that all the Conditions to the Proposed Transaction are satisfied.

Company Name

The Company agrees to change its name to a name nominated by Stanfield, with effect from the date of the Extraordinary General Meeting.

Future Acquisitions

It is the intention of all parties to the Deed that the Company will negotiate in good faith to acquire business interests of Stanfield and any other third parties on terms to be agreed and subject to due diligence, an Independent Expert's Report, and any required shareholder and regulatory approvals.

The Conditions

The Conditions that still must be satisfied prior to the sale of shares under the Second Tranche and the issue of the Second Convertible Note are as follows:

That the Company is not in administration or liquidation or subject to the appointment of a receiver and manager at any time between the date the Deed was entered into (12 September 2009) and the date that Stanfield pays for the shares to be acquired under the Second Tranche;
A release of all personal guarantees given to the Bank by all or any of the Vendors in respect of any obligations of the Company to the Bank;
A discharge of any and all mortgages held by the Bank over the real estate located at Lot 2 Mole Creek Road Western Creek;
The approval of the Proposed Transaction by a majority of shareholders of the Company at an Extraordinary General Meeting planned for November 2009; and
All necessary regulatory approvals being obtained from the Australian Securities Exchange or the Australian Securities and Investments Commission ("ASIC").

1.3. The Loans

Stanfield has lent to the Company the sum of \$100,000 pursuant to a Loan Agreement dated 8 October 2009. On the 30 October 2009, Stanfield agreed to lend the Company a further \$100,000 on the same terms and conditions. These two loans are referred to collectively in this report as the Loans. The Loans are subject to the following terms and conditions:

The Loans are repayable on notice from Stanfield on 7 January 2010;
Subject to shareholders' approval, the Company will convert the Loans into convertible securities ("the Convertible Securities") within one month of the date of shareholder approval. Pursuant to the Convertible Securities, Stanfield will be entitled either to seek repayment of each loan amount of \$100,000 or elect to have 20 million voting shares in the Company issued to it on 7 January 2010 in lieu of repayment of each \$100,000 loan; and

If Stanfield fails to serve either of the notices referred to above, and provided that shareholders have approved the issue of the Convertible Securities, then, subject to the terms of the Convertible Securities, the Company shall issue 20 million voting shares to Stanfield in discharge of each \$100,000 sum owed under the Convertible Securities.

1.4. The Proposed Transaction

For the purposes of this report, the "Proposed Transaction" includes:

The potential issue of up to 10,000,000 shares to Stanfield and/or its nominees on conversion of the First Convertible Note;
The sale of 93,986,157 shares by the Vendors to Stanfield pursuant to the Second Tranche;
The proposed issue of the Second Convertible Note for up to \$750,000 to Stanfield and/or its nominees; and
The potential conversion of the Loans into Convertible Securities.

1.5. Purpose of Our Report

Description	Independent Expert Report Prepared in Relation to
The sale of 93,986,157 shares by the Vendors to Stanfield.	Section 611(7) of the Corporations Act 2001 ("the Act")
The issue to up to 10,000,000 shares to Stanfield and/or its nominees if the First Convertible Note is converted to voting shares.	Section 611(7) of the Act
The Second Convertible Note for up to \$750,000 to Stanfield and/or its nominees.	Section 611(7) of the Act and ASX Listing Rule 10
The potential issue of the Convertible Securities.	Section 611(7) of the Act and ASX Listing Rule 10

Section 611

Section 606 of the Act does not allow a person to acquire more than 20% of Celtex's voting shares unless an exception in Section 611 applies.

Stanfield has already acquired a 20% interest in Celtex as a result of the sale of shares under the First Tranche, in accordance with the Deed. Therefore, if the Proposed Transaction is entered into Stanfield would exceed the 20% limit imposed by Section 606 because:

Stanfield will acquire a further 93,986,157 shares in Celtex pursuant to the Second Tranche;
Stanfield is the holder of the First Convertible Note for \$50,0000, which if not redeemed may be converted into 10,000,000 shares in the Company;
There is potential for Stanfield to acquire a further 75,000,000 shares if Stanfield elects to convert all or part of the Second Convertible Note to voting shares; and
There is potential for Stanfield to acquire a further 40,000,000 shares if the conversion rights under the Convertible Securities are exercised.

Section 611(7) provides an exemption to Section 606 if the greater than 20% interest is approved by an ordinary resolution at a general meeting of Celtex shareholders.

Regulatory Guide 74 ("RG74") issued by ASIC specifically deals with shareholders agreeing to the acquisition of shares in accordance with Section 611(7). RG74 recognises that shareholders in a company may choose to give up the rights to participate equally in the benefits accruing to other shareholders where the acquisition or allotment of shares may change control of the company. RG74 requires that shareholders voting on a Section 611(7) resolution must be provided with sufficient information to assess the merits of the proposal, including a report prepared by either independent directors or an independent expert, stating whether the proposed transaction is fair and reasonable as far as the non-associated shareholders of the company are concerned.

The directors of Celtex have engaged Grant Thornton to assist them in fulfilling this requirement.

ASX Listing Rule 10

Shareholder approval of the Proposed Transaction is also required pursuant to ASX Listing Rule 10.11, which states that an equity security cannot be issued to a person of influence of the listed entity unless one of the exceptions in Chapter 10 of the ASX listing rules applies.

The issue of the Second Convertible Note and the potential issue of the Convertible Securities meet the definition of an "equity security" as defined in the ASX listing rules. The relevant exception to Rule 10.11 is the approval of non-associated members.

The Proposed Transaction requires approval under Listing Rule 10.11 because Stanfield is a person of influence because it is a:

A related party and associate of Darren Olney-Fraser who has recently been appointed a Director of the Company;
A substantial shareholder as it holds at least 10% of the voting shares in the Company.

1.6. Basis of Evaluation

The Act does not provide a definition as to the meaning of fair and reasonable. ASIC's Regulatory Guide 111 provides guidelines, for the purpose of reports under Section 640 of the Act relating to takeover offers, in determining whether a transaction is fair and reasonable. Fairness relates to price whereas reasonableness will include the consideration of factors other than price.

Generally, a transaction will be fair and reasonable to the non-associated shareholders where the benefits of the transaction proceeding outweigh the disadvantages.

1.7. Limitations and Reliance on Information

This report should be read in conjunction with the declarations outlined in Section 4.

2. Financial Overview of Celtex

2.1. Consolidated Operating performance

Celtex's actual consolidated operating results for the financial years ended 30 June2007 ("FY2007", 30 June 2008 ("FY2008") and 30 June 2009 ("FY2009") are summarised below:

Celtex Limited - Consolidated Income Statement

A\$'000	Unaudited FY2009	Audited FY2008	Audited FY2007
Revenue	320	690	1,284
Cost of goods sold	(2)	(200)	(174)
Gross profit	318	490	1,110
Other income	2	6	92
Operating expenses	(1,212)	(1,705)	(1,196)
Impairment of intangible assets	(557)	-	-
EBITDA	(1,449)	(1,209)	6
Depreciation and amortisation	(95)	(158)	(82)
EBIT	(1,544)	(1,367)	(76)
Interest	(101)	(81)	(56)
Income tax expense	-	-	-
Net Profit After Tax	(1,645)	(1,448)	(132)

Source: FY2008 and FY2007 Annual Report and draft FY2009 Annual Report.

FY09 Financials

In relation to the financial performance of Celtex Limited, we note the following:

Celtex Ltd has made losses for the past three financial years. Its net loss after tax increased from \$0.1 million in FY2007 to \$1.4 million in FY2008 and \$1.6m in FY2009.
We understand that the losses are primarily the result of the substantial costs occurred in trying to obtain Tasmanian Government approval of the design application for the Tasmanian Land. The overhead costs associated with operating as a listed company also contributed to the losses. Furthermore, in FY2009 Celtex fully wrote down the value of its intangible assets.

2.2. Financial Position

The consolidated financial position of Celtex Limited as at 30 June 2007, 30 June 2008 and 30 June 2009 is shown in the table below:

Celtex Limited - Consolidated Balance Sheet

A\$'000	Unaudited 30 June 2009	Audited 30 June 2008	Audited 30 June 2007
Current assets
Cash and cash equivalents	45	118	767
Trade and other receivables	126	437	99
Inventories	16	17	134
Total non current assets	187	572	1,000
Non current assets
Trade and other receivables	4	4	4
Property, plant and equipment	1,810	1,751	1,449
Intangible assets	-	557	*5,280
Total non current assets	1,814	2,312	6,733
Total assets	2,001	2,884	7,733
Current liabilities
Trade and other payables	431	572	367
Borrowings	530	232	481
Provisions	6	8	-
Total current liabilities	967	812	848
Non current liabilities
Trade and other payables	1,154	843	847
Borrowings	994	925	38
Total non current liabilites	2,148	1,768	885
Total liabilities	3,115	2,580	1,733
Net assets	(1,114)	304	6,000
Net tangible assets	(1,114)	(253)	720

Source: FY2008 and FY2007 Annual Report and draft FY2009 Annual Report

* The intangible asset balance in 2007 was overstated. Refer to discussion below.

We make the following comments:

As at 30 June 2009, Celtex's has reported a net asset deficiency of approximately \$1.1 million;
The property, plant and equipment ("PPE") includes the Tasmanian Land, which has a book value of \$1.25 million at 30 June 2009. The remaining PPE consists of construction in progress, plant and equipment, furniture and fittings and motor vehicles;
We note that the draft annual report for FY2009 includes at least \$720,000 of debt owed to the Commonwealth Bank as a non-current liability. As this debt is currently due and payable, this debt should be reclassified and shown as a current liability;
The Company has a significant going concern risk. This risk was highlighted in an emphasis of matter paragraph in the audit opinion attached to the Company's financial statements for the year ended 30 June 2008 and is also highlighted in the Company's half year report for the 6 month period ended 31 December 2008; and

It should be noted that the 30 June 2008 balance sheet as disclosed above has been adjusted to reflect an error in the 2008 financial statements. These financial statements overstated goodwill and issued capital by an amount of approximately \$4.652 million because an incorrect share price was used in accounting for the Bridgepark property acquisition in 2004. It should be noted that the 2007 comparatives included in the table above have not been adjusted for this error.

2.3. Share Capital

At the date of this report, top five shareholders in the Company hold 61.74% of shares. These shareholders, together with their respective shareholdings, are listed in the table below.

Shareholders	Shares held	Percentage held (%)
Shannon Capital Pty Ltd	59,416,667	26.39%
Stanfield Funds Management Pty Ltd	45,028,843	20.00%
Matici Corp Pty Ltd	17,485,578	7.77%
Surjeet Roberts	15,000	0.01%
Kenneth Roberts	17,068,912	7.58%
Total held by the top five largest shareholders	139,015,000	61.75%

Source: Bloomberg, 24 September 2009

2.4. Share Price

The following graph depicts Celtex's share price history from July 2007.

Source: Bloomberg, 24 September 2009

The market capitalisation of Celtex as at 29 October 2009 was \$4.05 million which is substantially higher than the Company's net asset value at 30 June 2009.

However, as shown in the following table, the Company's shares are highly illiquid with less than 1% of the Company's shares having been traded in the 11 months to 31 August 2009.

Volume of shares traded

			% of total	Average traded share
	Volume	Daily	shares traded	price for the
Month	Traded	Average	daily	month
Aug09	206,500	9,386	0.004%	0.02
Jul09	-	-	0.000%	n/a
Jun09	284,000	12,909	0.006%	0.02
May09	212,550	9,661	0.004%	0.02
Apr09	105,000	4,773	0.002%	0.03
Mar09	-	-	0.000%	n/a
Feb09	35,000	1,591	0.001%	0.03
Jan09	5,817	264	0.000%	0.03
Dec08	1,205,510	54,796	0.024%	0.02
Nov08	64,483	2,931	0.001%	0.07
Oct08	-	-	0.000%	n/a
Total	2,118,860

Source: Bloomberg, 24 September 2009

3. Our Assessment of the Proposed Transaction

3.1. Approach

3.2. Summary

We have assessed the key advantages and disadvantages of the Proposed Transaction to the non-associated shareholders to be as follows:

Advantages

The Proposed Transaction is expected to help the Company avoid the very real prospect of being placed into Liquidation in the immediate future.

As the Company has a substantial deficiency in net assets, it is expected that the liquidation of the Company would provide no return for shareholders.

Alternatively, the Proposed Transaction is expected to provide an opportunity for the Company to achieve growth in shareholder value by:
Providing the funds immediately required (through the Loan and the terms of the Second Convertible Note) to enable the Company to meet the Company's short term working capital needs and to resolve the Company's current funding issues with the Commonwealth Bank;
Improving market credibility through the appointment of a new Board of Directors, as a result of the change in controlling shareholder from Shannon Capital Pty Ltd and Associates to Stanfield; and
Through the intention (as documented in the Deed) for the new Board of the Company to negotiate in good faith to acquire business interests of Stanfield and any other Third parties on terms to be agreed and subject to necessary shareholder and regulatory approvals being obtained.
The price per share being offered to the Vendors under the terms of the Proposed Transaction of 0.58 cents is lower than the recent trading price of the shares, which is approximately 2 to 3 cents per share. However, the shares are highly illiquid and therefore we consider it unlikely that either the Vendors or the non-associated shareholders would be able to realise a value of 2 to 3 cents per shares, if they sought to dispose of their shares on market.
Ken Roberts and Surjeet Roberts have agreed to forgive \$1,153,952 in debt owed to them by the Company, provided that all the Conditions to the Proposed Transaction are satisfied.

Disadvantages

Under the terms of the Proposed Transaction, the non-associated shareholders are not being given an option to sell their shares at the same time and price as the Vendors.

However, in the event that the Proposed Transaction does not proceed and the Company is wound up, then we would expect the non-associated shareholders to receive nil value for their shares.

3.3. Conclusion

4. Qualifications, Declarations and Consents

4.1. Disclosure of Communications

Neither the firm nor any member of the firm has had any shareholding in or is associated with Celtex. Grant Thornton is entitled to a fee for its professional services in preparing this report. The fee for this report will be charged on a "time cost" basis in accordance with our standard schedule of hourly rates and disbursement charges.

An advance draft of this report was provided to Celtex. As a result, certain changes were made to factual statements in the report. However, there were no alterations to the methodology or conclusions.

4.2. Qualifications and Declarations

Grant Thornton is licensed under the Corporations Act as an investment adviser and licensed dealer in securities.

Our opinions are based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time.

Our report is also based upon financial and other information provided by Celtex and other publicly available information. We have considered and relied upon this information and believe that the information provided is reliable, complete and not misleading and we have no reason to believe that material facts have been withheld. The information provided was evaluated through analysis, enquiry and review for the purpose of forming an opinion on the Proposed Transaction from the perspective of the non-associated shareholders in Celtex. However, in assignments such as this, time is limited and we do not warrant that our enquiries have identified or verified all the matters which an audit, extensive examination or 'due diligence' investigation might disclose. None of these additional tasks have been undertaken.

4.3. Indemnity

Celtex has agreed to indemnify Grant Thornton in relation to any claim arising from or in connection with its reliance on information or documentation provided by or on behalf of Celtex which is false or misleading or omits material particulars or arising from any failure to supply relevant documents or information.

Appendix 1- Sources of Information

In preparing this IER, we have had access to the following principal sources of information:

The Deed between Celtex Limited, Shannon Capital Pty Ltd, Matici Corp Pty Ltd, Ken Roberts and Surjeet Roberts, Stanfield Funds Management Pty Ltd and Darren Olney-Fraser and the Variation of the Share Sale Deed;
Celtex Limited company announcements;
Annual report of 2008 and 2007;
Draft annual report for 2009;
Various correspondence to the Company from the Commonwealth Bank;
Convertible Note Agreement between Celtex Ltd and Stanfield dated
Loan Agreement between Stanfield and the Company;
Discussions with Celtex management and lawyers;
Bloomberg LLP; and
AspectHuntley financial analysis

Appendix 2 – Abbreviations Used

AFSL	Australian Financial Services License
ASIC	Australian Securities and Investment Commission
ASX	Australian Securities Exchange
Bank	Commonwealth Bank of Australia
Bridgepark	Bridgepark Holdings Pty Ltd
EBIT	Earnings Before Interest and Tax
EBITDA	Earnings Before Interest, Tax, Depreciation and Amortisation
FY2009	Financial Year ended 30 June 2009
FY2008	Financial Year ended 30 June 2008
FY2007	Financial Year ended 30 June 2007
IER	Independent Expert Report
PPE	Property, Plant and Equipment
RG74	ACIS Regulatory Guide 74
Second Convertible Note	Convertible Note for up to \$750,000 to be issued to Stanfield if the Proposed Transaction proceeds
Second Tranche	Stanfield acquisition of 93,983,157 shares in the Company for \$550,000
Stanfield	Stanfield Funds Management Pty Ltd
The Company	Celtex Limited
The Convertible Securities	The conversion of the Loan into a convertible security within one month shareholder approval of this conversion. Under the terms of the Convertible Security, Stanfield will be entitled either to seek repayment of the amount of each\$100,000 loan or elect have 20 million voting shares issued to it on 7 January 2010 in lieu of repayment of each \$100,000 loan.
The Deed	Deed dated 12 September 2009 between Celtex, Stanfield, Darren Olney Fraser and the Vendors
The Loans	A loan for \$100,000 provided by Stanfield to the Company further to a Loan Agreement dated 8 October 2009 and a further \$100,000 agreed to be provided by Stanfield to the Company on the same terms and conditions as the 8 October 2009 loan agreement.
Tasmanian Land	Lot 1 and 2, Western Creek Road, Western Creek Tasmania
Vendors	Shannon Capital Pty Ltd, Medici Corp Pty Ltd, Ken Roberts and Surjeet Roberts

Financial Services Guide

November 2009

Introduction

Celtex has appointed Grant Thornton as an independent expert to express an opinion as to whether the Proposed Transaction is fair and reasonable to the non-associated Shareholders of Celtex.

In our report, we provide general financial product advice, not personal product advice, because it has been prepared without taking into account your personal objectives, financial services or needs. As we are providing general financial product advice, we are required to issue to you, as a retail client, a Financial Services Guide ("FSG").

Financial Services Guide

The purpose of this FSG is to assist you in deciding whether to use any of our general financial product advice. The contents of this FSG include:

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Should you wish to contact us, you may do so using the details set out at the bottom of our letterhead on the first page of this FSG.

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Grant Thornton holds an Australian Financial Services Licence ("AFSL") (Licence No. 234500), which authorises us to provide financial product advice in respect of securities.

Our report includes a description of the circumstances of our engagement. We are not acting for any person other than the Directors of Celtex who engaged us. We are required to give you an FSG by law because our report is being provided to you.

General financial product advice warning

We recommend that you consider whether the general financial product advice provided in our report is appropriate for you, having regard to your own personal objectives, financial situation or needs. You may wish to obtain personal financial product advice from the holder of an AFSL to assist you in this assessment.

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AI assistant

SWIFT TV LTD — Proxy Solicitation & Information Statement 2009

65874_rns_2009-11-03_e72b18c1-0d18-48af-9d35-e77487aeb21a.pdf

CELTEX LIMITED ACN 006 222 395

NOTICE OF SPECIAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

ACTION REQUIRED BY MEMBERS

CELTEX LIMITED ACN 006 222 395

NOTICE OF MEETING

SPECIAL BUSINESS

Resolution No. 1 – Approval for the issue of a Convertible Note

Notes:

Voting exclusion statement

Short Explanatory Statement

Independent Expert's Report

Resolution No. 2 – Approval to issue of voting shares on Conversion of existing Convertible Note

Note:

Short Explanatory Statement

Independent Expert's Report

Voting exclusion statement

Resolution No. 3 – Approval for the issue of a convertible security and issue of shares pursuant to its possible conversion.

Notes:

Voting exclusion statement

Short Explanatory Statement

Independent Expert's Report

Resolution No. 4 – Approval for the issue of a further convertible security and issue of shares pursuant to its possible conversion.

Notes:

Voting exclusion statement

Short Explanatory Statement

Independent Expert's Report

Resolution No. 5 – Approval for acquisition of shares

Note:

Voting exclusion statement

Short Explanatory Statement

Independent Expert's Report

Resolutions Nos. 6 and 7 – Election of Directors

Short Explanatory Statement

Special Resolution No. 8– Change of Company Name

Short Explanatory Statement

Voting

Other Business

Explanatory Memorandum

CELTEX LIMITED ACN 006 222 395

EXPLANATORY MEMORANDUM

Background

The Deed dated 12 September 2009 and Deed of Variation dated 30 October 2009

Sale of Vendors' shares to Stanfield

Convertible Notes

Loans with Conversion Rights

Stanfield Funds Management Pty Ltd

Directors

Darren Olney-Fraser

Future Directors

Adrian Olney

Qualifications

Chris Eldridge

Qualifications and Memberships

Resignation of Officers

Stanfield's plans for the future of the Company

Voting Power

Consequence of Failure of resolutions

Annexure "A"

VOTING AND PROXIES

Members who are entitled to Vote

VOTING BY PROXY

Instructions for completion of Proxy Form

1. Right to Appoint

2. Who may be a Proxy

3. Appointing a Second Proxy

4. Signatures on Behalf of Companies

5. Other Authorised Persons

6. Lodgement Place and Deadline

CELTEX LIMITED ACN 006 222 395

Celtex Limited

EXECUTIVE SUMMARY

Introduction and Background

The Deed

The Loans

Definition of Proposed Transaction in this Report

The Conditions

Scope

SWIFT TV LTD Proxy Solicitation & Information Statement 2009