DIGITALX LIMITED — AGM Information 2008

Oct 19, 2008

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ACN 009 575 035

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

A PROXY FORM IS ENCLOSED

Date of Meeting 19 November 2008

Time of Meeting 11am (WST)

Place of Meeting Ground Floor 30 Ledgar Road BALCATTA, WESTERN AUSTRALIA

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VERUS INVESTMENTS LTD

ACN 009 575 035

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Verus Investments Limited ACN 009 575 035 (" Company ") will be held at Ground Floor, 30 Ledgar Road, Balcatta, Western Australia on 19 November 2008 at 11am (WST) for the purpose of transacting the following business.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

1. 2008 FINANCIAL REPORT

To receive and consider the financial report of the Company for the year ended 30th June 2008, together with the reports by the directors and auditors thereon.

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

"That the Remuneration Report in the 2008 Annual Report of the Company be adopted."

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

“That Mr Greg Lee who retires by rotation and, being eligible, offers himself for re-election, be elected as a director.”

4. RESOLUTION 3 – RE-ELECTION OF MR ANDREW McILWAIN

“That Mr Andrew McIlwain, a director appointed by the Board of Directors since the last Annual General Meeting, retires in accordance with Clause 9.1(e)(1) of the Constitution of the Company and, being eligible, is re-elected as a director of the Company.”

5. RESOLUTION 4 – RE-ELECTION OF MR MICHAEL MONTGOMERY

“That Mr Michael Montgomery, a director appointed by the Board of Directors since the last Annual General Meeting, retires in accordance with Clause 9.1(e)(1) of the Constitution of the Company and, being eligible, is re-elected as a director of the Company.”

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GENERAL BUSINESS

6. GENERAL BUSINESS

To transact any other business which may lawfully be brought forward.

As ordinary resolutions, Resolutions 1 to 4 must be passed by more than 50 per cent of the votes cast by members entitled to vote on the resolutions.

By order of the Board

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Ms Nerida Schmidt Company Secretary Dated: 15 October 2008

PROXIES - A shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at this meeting. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the shareholder's voting rights. If two proxies are appointed and the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes. A proxy may, but need not be, a shareholder of the Company. Proxy forms must reach the Company at least 48 hours prior to the meeting. For the convenience of shareholders, a proxy form is attached.

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VERUS INVESTMENTS LTD ACN 009 575 035

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting.

The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

1. 2008 ANNUAL REPORT

In accordance with the requirements of the Company’s Constitution and the Corporations Act, the 2008 Annual Report will be tabled at the Annual General Meeting. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report. Representatives from the Company’s auditors, Deloitte Touche Tohmatsu, will be present to take shareholders’ questions and comments about the conduct of the audit and the preparation and content of the audit report.

As you may be aware, changes to legislation mean that companies are no longer required to mail out a hard copy of their Annual Report to shareholders. If you haven’t already made an election, you can obtain a hard copy by contacting the Company. Alternatively, it is available on the Company’s website www.verus.com.au for you to download or read online.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is in the Director’s Report section of the Company's Annual Report. By way of summary, the Remuneration Report:

• a) explains the Company's remuneration policy and the process for determining the remuneration of its directors and executive officers;

• b) addresses the relationship between the Company's remuneration policy and the Company's performance; and

• c) sets out remuneration details for each Director and each of the Company's executives and group executives named in the Remuneration Report for the financial year ended 30 June 2008.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Chairman will give Shareholders a reasonable opportunity at the AGM to ask questions about or to make comments on the Remuneration Report.

The Directors recommend that Shareholders vote in favour of Resolution 1.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

Resolution 2 relates to the election of a director. In accordance with the Company’s Constitution, Mr Lee retires by rotation and offers himself for re-election at the Annual General Meeting.

A summary of Mr Lee’s qualifications and experience is provided below:

Mr Greg Lee CPEng Non-Executive Director Appointed 25 May 2007

Mr Lee is a qualified chartered professional engineer with more than 28 years experience in the petroleum industry focussing on oil and gas field development, management and operations, petroleum/production engineering and drilling operations.

A member of the Institute of Engineers (Australia) (MIE Aust) and the Society of Petroleum Engineers (SPE), Mr Lee assisted in the development of Grove Energy Ltd and as General Manager, actively

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assisted in the listing of the company on the Alternative Investment Market in London. Mr Lee has significant international experience.

He is currently a non-executive director of Nuenco Limited.

The Directors (excluding Greg Lee) recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR

The Company’s Constitution requires directors who are appointed during the year to retire at the first AGM held after their appointment. Retiring directors are eligible for re-election. As Mr McIlwain was appointed during the year he must resign and can be re-elected.

A summary of Mr McIlwain’s qualifications and experience is provided below:

Mr. A McIlwain BE (Mining) Chairman and Non-Executive Director Appointed 23 April 2008

Mr McIlwain has over 20 years experience in the mining industry. He is a qualified mining engineer and has held technical, senior management and executive roles within Mount Isa Mines Limited, Central Norseman Gold Corporation Limited, WMC Resources Limited and Lafayette Mining Limited.

Mr McIlwain most recently held the position of Managing Director of Lafayette Mining Limited (June 2002 – March 2006) and is currently Chairman of ASX-listed Emmerson Resources Limited and a nonexecutive director of ASX listed Windy Knob Resources Limited. He is a current member of the Australian Institute of Mining and Metallurgy (AusIMM).

The Directors (excluding Andrew McIlwain) recommend that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR

The Company’s Constitution requires directors who are appointed during the year to retire at the first AGM held after their appointment. Retiring directors are eligible for re-election. As Mr Montgomery was appointed during the year he must resign and can be re-elected.

A summary of Mr Montgomery’s qualifications and experience is provided below:

Mr. Michael Montgomery B App Sc (Geology) Executive Director Appointed 23 April 2008

Mr Montgomery is a Geologist with more than 15 years experience in the minerals sector. He has held senior exploration and operational positions with companies such as Consolidated Minerals, Goldfields Australia and KCGM (joint venture between Barrick Gold of Australia Ltd and Newmont Australia Limited).

Mr Montgomery has worked with a diverse range of commodities including gold, copper, diamonds, nickel, manganese, chromite and iron ore. He has undertaken post-graduate studies in mineral economics as well as mine planning and is a member of the Australian Institute of Mining and Metallurgy (AusIMM).

The Directors (excluding Michael Montgomery) recommend that Shareholders vote in favour of Resolution 4.

Enquiries - Shareholders are invited to contact Ms Nerida Schmidt, Company Secretary, on (08) 9240 2836 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

" AGM " means the Annual General Meeting of the Company to be held on 19 November 2008;

" ASX " means ASX Limited;

“ASIC” means the Australian Securities and Investments Commission;

“Board” means the board of directors of the Company;

" Company " means Verus Investments Limited ACN 009 575 035;

“Corporations Act” means the Corporations Act 2001 (Cth);

" Directors" means directors of the Company;

" Explanatory Memorandum " means this information attached to the Notice, which provides information to Shareholders about the resolutions contained in the Notice;

" Notice " means the notice of meeting which accompanies this Explanatory Memorandum;

“Remuneration Report” means the report commencing on page 12 of the Company’s Annual Report 2008;

"Shareholders" means holders of Shares; and "Shares" means fully paid ordinary shares issued in the Company .

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VERUS INVESTMENTS LTD (ACN 009 575 035)

PROXY FORM

Shareholder’s Name and Address

Please write you name(s) above

Please write your address above

Appointment of Proxy

I/We being a member/s of Verus Investments Limited and entitled to attend and vote hereby appoint:

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If you are not appointing the Chairman of The Chairman the Meeting as your proxy please write of the Meeting OR here the full name of the individual or (mark with an “X”) body corporate (excluding the registered Securityholder) you are appointing as your proxy.

Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Verus Investments Limited to be held on 19 November 2008 and at any adjournment of that meeting.

and/or failing him

Appointing a Second Proxy

Name and address of person you are appointing as your second proxy (if not the meeting Chairman)

Proxy 1 is appointed to represent ……..% of my voting right, or if 2 proxies are appointed, Proxy 1 represents ……..% and Proxy 2 represents ……..% of my total votes. My total voting right is …………….. shares. Note : If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

If you do not wish to direct your proxy how to vote, please place a mark in the box �� �

By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman of the Meeting intends to vote any such undirected proxies in favour of all the resolutions, except where the Chairman of the Meeting has a personal interest in any particular resolution.

Voting directions to your proxy – please mark ⌧ to indicate your directions

	RESOLUTIONS	FOR	AGAINST	ABSTAIN
1.	Adoption of the Remuneration Report	�	�	�
2.	Re-election of Greg Lee	�	�	�
3.	Re-election of Andrew McIlwain	�	�	�
4.	Re-election of Michael Montgomery	�	�	�
* If	you mark the Abstain box for a particular item, you are directing your proxynot		to vote on your	behalf on a show of
hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE - This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Secretary/Director Director/Secretary Sole Director and Secretary Dated: //2008 Contact Email address Contact Telephone Number ( )

Proxies may be lodged either by facsimile on (08) 9240 2406, by mail to PO Box 717, Balcatta, 6914, Western Australia or delivery to the Registered Office of the Company at 30 Ledgar Road, Balcatta, Western Australia. To be valid, a proxy form must be received by the Company no later than 48 hours before the time appointed for the Annual General Meeting. For assistance in completing this form, please refer below.

INSTRUCTIONS FOR COMPLETION OF THE PROXY FORM

Shareholders Name

This is the name of the shareholder as it appears on the Company’s share register. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 5.00pm on 17 November 2008 will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time.

Appointment of Proxy

A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder’s place at the Annual General Meeting. The proxy has the same right as the shareholder to speak and vote at the Annual General Meeting. If you leave this section blank, the Chairman of the meeting will be your proxy to vote your shares even if you attend the Annual General Meeting (unless you revoke your proxy before the meeting).

Vote on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution/s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting.

Appointing a Second Proxy

If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

Contact Telephone

This will help us if there are any problems with your proxy form.

Signature(s)

Each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer(s) can sign on behalf of a Company. Please sign in the boxes provided which state the office held by the signatory.

Delivery of Proxy

To be effective, forms to appoint proxies must be received by the Company no later than 48 business hours before the time appointed for the holding of this Annual General Meeting, that is by 11 am on Monday 17 November 2008, by post or facsimile to the respective addresses stipulated in this proxy form.

Chairman's Voting Intentions

The Chairman intends to vote in favour of the resolutions set out in the Notice.