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DIGITALX LIMITED Capital/Financing Update 2009

Dec 9, 2009

64762_rns_2009-12-09_75870629-38d0-406d-99b9-201e88203449.pdf

Capital/Financing Update

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ASX Announcement

10 December 2009

The Manager Company Announcements Office ASX Ltd 4th Floor, 20 Bridge Street SYDNEY, NSW 2000

Dear Sir,

SHARE PLACEMENT COMPLETED

Verus Investments Limited (ASX: VIL) is pleased to announce completion of a private placement, to professional and sophisticated investor clients of Alto Capital, raising approximately $2 million after costs.

Verus has completed the allotment of 81,363,273 million shares at an issue price of 2.6 cents per share. This placement falls within the Company’s 15% placement capacity under ASX Listing Rule 7.1 and as such was not subject to shareholder approval.

The funds raised will be used to finance the development costs associated with the Fausse Point opportunity in Louisiana.

Chairman Andrew McIlwain commented on the capital raising stating “ Whilst conscious of expanding the shareholder base, the Board considered it prudent to raise capital at this time. The Company has sufficient funds available to develop the first Fausse Point well, if successful. In addition, the funds raised provide the Company with the capacity to potentially participate in drilling of additional wells in the highly prospective Fausse Point onshore oil and gas prospect in Louisiana ”.

Office Address: Ground Floor, 30 Ledgar Road, Balcatta, Western Australia 6021 Postal Address: PO Box 717, Balcatta, Western Australia 6914 Phone: +61 (0)8 9240 2836 Fax: +61 (0)8 9240 2406 Email: [email protected] Web: www.verus.com.au

Page 1 of 2

In respect of the 81,363,273 shares issued:

  • (a) an Appendix 3B is attached; and

  • (b) the Company gives notice that:

  • it issued the securities without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (“Act”);

  • this notice is being given under section 708A (5) (e) of the Act;

  • as at today’s date, the Company has complied with:

  • (i) the provisions of Chapter 2M of the Act as they apply to the Company; and

  • (ii) section 674 of the Act; and

  • as at today’s date there is no other information that is excluded information which is required to be set out in this notice pursuant to section 708A(6)(e) of the Act.

Yours faithfully

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Andrew McIlwain Chairman

For further information, contact either;

Mr. Andrew McIlwain (03) 9817 5067, or Mr. Paul Jurman / Mr. Craig Nelmes (08) 9240 2836

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Verus Investments Limited

ABN

59 009 575 035

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be 1. Ordinary shares issued 2. Incentive Options 2 Number of[+] securities issued or to 1. 81,363,273 be issued (if known) or maximum 2. 500,000 number which may be issued 3 Principal terms of the[+] securities 1. Rank equally with existing ordinary (eg, if options, exercise price and shares expiry date; if partly paid 2. The options are exercisable at $0.04 on +securities, the amount outstanding or before the 9 December 2012. and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

4
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
2 if applicable)
1. Yes
2. If the incentive options are exercised, the
shares issued as a result will rank equally in
all respects with the existing ordinary fully
paid shares.
1. ordinary shares – $0.026
2. Incentive options – nil consideration
1. Further investment in the development of
the first Fausse Point well, potential future
participation to drill additional wells in the
highly prospective Fausse Point onshore oil
and gas prospect in Louisiana, as well as for
working capital and general corporate
purposes.
2. Incentive options issued to staff under
Employees Option Plan
1. ordinary shares

1 Dec 2009 (11,000,000)

4 Dec 2009 (34,680,770)

8 Dec 2009 (35,682,503)
2. Incentive options - 9 Dec 2009
630,451,589 VIL Ordinary Shares
239,196,107 VILO Options exercisable at $0.10
on or before 30 June 2010
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
1,000,000 Options exercisable at $0.015 on or
before 1 March 2012.
12,000,000 Director options exercisable at
$0.015 on or before 1 March 2012.
500,000 Options exercisable at $0.04 on or
before 9 December 2009

10 Dividend policy (in the case of a No plans to pay dividends at this stage. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

N/A

11 Is
security
holder
approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the+securities will
be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
18 Names of countries in which the
entity has+security holders who
will
not
be
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
date
for
receipt
of
acceptances or renunciations
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount
of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_through a
broker?
31
How do+security holders sell_part_
of their entitlements through a
broker and accept for the balance?
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities

  • ( tick one )

  • (a)[Securities described in Part 1 – only with respect to 81,363,273 ordinary shares ]

  • (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

  • 1,001 - 5,000

  • 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37[A copy of any trust deed for the additional ][+][securities ]

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which
+quotation is sought
39 Class of
+securities for which
quotation is sought
40 Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another security, clearly identify that
other security)
42 Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

All entities

Fees

43 Payment method (tick one)

[Cheque attached ]

[Electronic payment made ]

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

[Periodic payment as agreed with the home branch has been arranged ]

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

10/3/2003

Appendix 3B New issue announcement

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

Print name:

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Company Secretary Paul Jurman

Date: 10 December 2009

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003