DIGITALX LIMITED — AGM Information 2010

Oct 25, 2010

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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 Thursday, 25 November 2010

Time of Meeting 3.30pm (WST)

Place of Meeting Rydges Perth 815 Hay Street PERTH WESTERN AUSTRALIA

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 Rydges Perth, 815 Hay Street, Perth, Western Australia on 25 November 2010 at 3.30pm (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. 2010 FINANCIAL REPORT

To receive and consider the financial report of the Company for the year ended 30th June 2010, 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 2010 Annual Report of the Company be adopted."

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

“That Mr Andrew McIlwain who retires by rotation in accordance with the Clause 9.1(e)(3) of the Constitution of the Company and, being eligible, offers himself for re-election, be elected as a director.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR

“That Mr Mark Freeman, 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 hereby reelected as a director of the Company.”

5. RESOLUTION 4 – RATIFICATION OF PRIOR SHARE ISSUE

“That, in accordance with ASX Listing Rule 7.4, this meeting ratifies the issue of 70,003,638 ordinary fully paid shares on 25 October 2010 on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who participated in the October 2010 share issue, or any associate of such a person. However, the Company will not disregard a vote if:

• a) it is cast by the person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• b) it is cast by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 5 – PLACEMENT ISSUE OF SECURITIES

“That pursuant to ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 200,000,000 Shares at an issue price that is at least 85% of the average market price calculated over the last 5 days on which sales in Shares are recorded before the day of issue, or if there is a prospectus relating to the issue, over the last 5 days on which sales in Shares are recorded before the date of the prospectus, and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who may participate in the Placement Share Issue or any person who might obtain a benefit from the proposed issue of securities (except a benefit solely in the capacity of a holder of ordinary securities), or any associate of such a person, in respect of Resolution 5. However, the Company will not disregard a vote if:

• a) it is cast by the person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• b) it is cast by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form to vote as the proxy decides.

GENERAL BUSINESS

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

PROXIES

In accordance with section 249L of the Corporations Act 2001, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company;

• a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section 249X(3) of the Corporations Act 2001, each proxy may exercise half of the votes.

In accordance with section 250BA of the Corporations Act 2001, the Company specifies the following information for the purposes of receipt of proxy appointments:

Registered Office: 30 LEDGAR ROAD BALCATTA, WESTERN AUSTRALIA 6021 Facsimile Number: (61 8) 9240 2406 Postal Address: P O Box 717 BALCATTA, WESTERN AUSTRALIA 6914

Each member entitled to vote at the annual general meeting has the right to appoint a proxy to attend and vote at the meeting on his behalf. The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the meeting (proxy forms can be lodged by facsimile).

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 5pm on 23 November 2010 will be taken, for the purposes of the annual general meeting, to be held by the persons who held them at that time.

For each resolution, the Chairman intends to vote undirected proxies in favour of the resolution.

By order of the Board

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Mr Paul Jurman Company Secretary Dated: 25 October 2010

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. 2010 ANNUAL REPORT

In accordance with the requirements of the Company’s Constitution and the Corporations Act, the 2010 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 2010.

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. RESOLUTIONS 2 and 3 – RE-ELECTION OF DIRECTORS

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 Freeman was appointed in October 2010, he retires and offers himself for re-election at the Annual General Meeting.

A summary of Mr Freeman’s qualifications and experience is provided below;

Mr Freeman is a Chartered Accountant and has more than 15 years' experience in corporate finance and the resources industry. He has experience in strategic planning, business development, acquisitions and mergers, gas commercialisation, and project development general management. He is currently a director of Quest Petroleum NL and Company Secretary of Grand Gulf Energy Ltd. In addition, Mr Freeman is a graduate of the University of Western Australia with a Bachelor of Commerce with a double major in Banking & Finance and Accounting as well as holding a Graduate Diploma in Applied Finance with a major in Corporate Finance from the Financial Services Institute of Australasia.

The Company’s Constitution also requires one third of the directors (other than the Managing Director) to retire at each AGM. Mr McIlwain retires by rotation and offers himself for re-election at the Annual General Meeting.

Details of Mr McIlwain’s qualifications and experience are available in the Annual Report.

4. RESOLUTION 4 – RATIFICATION OF PRIOR SHARE ISSUE

General

On 19 October 2010 the Company announced the offer of 70,000,000 shares to raise new capital and, on 25 October 2010, the Company announced it had issued 70,003,638 shares at an issue price of $0.011 to raise $770,040.

Resolution 4 seeks ratification by shareholders pursuant to ASX Listing Rule 7.4 of this share issue.

Under ASX Listing Rule 7.1, a company may only issue a limited number of equity securities in any 12 month period. By issuing 70,003,638 shares the Company used part of its 15% placement capacity.

The Company wishes to restore its 15% placement capacity and accordingly under ASX Listing Rule 7.4, seeks subsequent shareholder approval for that prior share issue.

Specific Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 information is provided as follows:

• (i). 70,003,638 shares were issued on 25 October 2010.

• (ii). The issue price of the shares was $0.011 each.

• (iii). The shares issued are fully paid ordinary shares in the Company.

• (iv). 70,003,638 shares were issued to the following parties;

Allottee	Number of Shares
Mr V E Gugger	7,000,000
Slipline PtyLtd	10,000,000
Rosemead PtyLtd	4,000,000
Seaton Ross Holdings PtyLtd	2,640,000
1147 PtyLtd	5,000,000
Greenstead PtyLtd	5,000,000
Sobol Capital PtyLtd	1,818,182
Zella Investments PtyLtd	3,636,364
NortherlyInvestments PtyLtd	1,000,000
AshleyBarlow	818,182
Terra Capital	13,636,364
Frank Perry	1,818,182
Kamira Investments PtyLtd	6,818,182
Prospero Capital PtyLtd	6,818,182
TOTAL	70,003,638

• (v). $770,040 was raised from the share issue (prior to costs of the issue) to finance the ongoing development work being undertaken on oil and gas projects at Bongo, Fausse Point and Silverwood, as well as meeting its general working capital commitments.

A voting exclusion statement is included in the Notice.

5. RESOLUTION 5 – PLACEMENT ISSUE OF SECURITIES

General

The Company currently has a working interest in the following projects:

• •72% WI in the Fausse Point project;

• •9.375% WI in the Bongo project;

• •10% WI in the Bullseye project;

• •18% WI in the potential high-impact Bowtie West; and

• •30% WI in the Silverwood Project.

The Company is now seeking shareholder approval to increase its issued share capital to provide the Company with the flexibility to finance the management of the ongoing geological and geophysical advancements and to participate in exploration costs should it elect to do so.

Approvals Required

ASX Listing Rule 7.1 provides that, subject to certain exceptions, shareholder approval is required for an issue of equity securities within a 12 month period, if the number of those securities exceeds 15% of the company's securities then on issue. The Company is seeking shareholder approval for the issue of 200,000,000 shares. The aggregate number of shares to be issued is in excess of the 15% threshold. Accordingly, the Company wishes to seek shareholder approval to the issue of the 200,000,000 shares the subject of Resolution 3 for the purposes of ASX Listing Rule 7.1.

Specific Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.3, the following information is provided as follows;

• (i). The maximum number of shares to be issued pursuant to Resolution 5 is 200,000,000.

• (ii). The Company will allot and issue the shares no later than 3 months after the date of the meeting, unless otherwise extended by way of ASX granting a waiver to the ASX Listing Rules.

• (iii). The shares may be allotted progressively. The Company may not necessarily issue all 200,000,000 shares and may issue a lesser number.

• (iv). The shares will be issued at a price of no less than 85% of the average market price calculated over the last 5 days on which sales in the shares are recorded before the day on which the issue is agreed, or, if there is a prospectus relating to the issue, over the 5 days on which sales in the shares are recorded before the date of the prospectus.

• (v). The shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing issued shares.

• (vi). As at the date of the Notice, the names of the proposed allottees are not known and the number of shares to be issued to each allottee is not known. The Company intends (but without limitation) to issue the shares to sophisticated and professional investors who are exempt from the disclosure requirements of Chapter 6D of the Corporations Act so that any offer of shares will not require a disclosure document. None of the allottees will be related parties of the Company.

The funds raised from the issue will be used to fund additional geological and geophysical work, exploration and development costs for the Company’s projects. The Company will also seek to retain sufficient cash reserves to fund its working capital needs. The value of funds to be raised is unable to be ascertained given the inherent uncertainty regarding the future share price which is subject to a range of factors, many of which are outside the control of the Company, including the general economic outlook, outlook for interest rates and inflation, currency fluctuation, commodity prices and changes in government legislation.

A voting exclusion statement is included in the Notice.

VERUS INVESTMENTS LIMITED (ACN 009 575 035 )

PROXY FORM

Appointment of Proxy

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

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If you are not appointing the Chairman of the The Chairman Meeting as your proxy please write here the of the Meeting OR full name of the individual or body corporate (mark with an “X”) (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 General Meeting of Verus Investments Ltd to be held on 25 November 2010 and at any adjournment of that meeting.

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 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.

If you do not mark the above box and you have not directed your proxy how to vote in the boxes below, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called.

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

RESOLUTIONS	RESOLUTIONS	FOR	AGAINST	ABSTAIN*
1.	Adoption of the Remuneration Report			
2.	Re-election of Mr A McIlwain			
3.	Re-election of Mr M Freeman			
4.	Ratification of Prior Share Issue			
5.	Placement Issue of Securities			

• If you mark the Abstain box for a particular item, you are directing your proxy not 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.

Individual or Securityholder 1 Sole Director and Director Sole Company Secretary

Securityholder 2 Securityholder 3

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Director/Company Secretary

Dated: //2010

How to complete the Proxy Form

1 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

2

Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

4 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 3.30pm on 23 November 2010. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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Documents may be lodged:

IN PERSON: Registered Office – 30 Ledgar Road, Balcatta, Western Australia 6021

BY MAIL: Registered Office - 30 Ledgar Road, Balcatta, Western Australia 6021 / P O Box 717, Balcatta, Western Australia 6914

BY FAX (61 8) 9240 2406