DIGITALX LIMITED - Capital/Financing Update 2009

Verus Investments Limited ACN 009 575 035

Offer Document

In relation to a non-renounceable entitlement issue of up to 238,794,160 New Shares at 0.3 cents each on the basis of 1 New Share for every 1 Share held as at the Record Date to raise up to $716,382 ( Offer ).

Alto Capital has been appointed as Lead Manager to the Offer.

This Offer Document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the New Shares offered by this document.

This Offer Document provides important information to assist investors in deciding whether or not invest in the Company. Due to the nature of the Company’s investment activities this Offer Document should be considered speculative and should be read in its entirety.

If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on Friday 14th August 2009 and closes at 5.00pm Perth time on Friday 28th August 2009

Valid acceptances must be received before that time

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement

Important Information	2
Offer Timetable	4
Letter to Shareholders	5
Section One – Details of the Offer	6
Section Two – Action Required by Shareholders	9
Section Three - Investment and Business Risk Factors	11
Section Four - Definitions	14
Enquiries	15

Important Information

This Offer Document is dated 31 July 2009.

No Prospectus

This document is not a prospectus and does not contain all of the information that an investor would find in a prospectus.

Speculative

It is important that Shareholders read this Offer Document in its entirety before deciding to invest so that they may make an informed assessment of the effect of the Offer on the Company and the rights attaching to the New Shares offered by this Offer Document. An investment in the Company must be considered speculative. Refer to Section 3 of this Offer Document for details relating to risks involved with an investment in the Company. Shareholders may only apply for New Shares on an Entitlement and Acceptance Form.

Overseas shareholders

This Offer Document does not, and is not intended to, constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to make an offer or issue this Offer Document.

Eligibility

Applications for New Shares by Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out a Shareholder’s entitlement to participate in the Offer.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Privacy

As a Shareholder, Verus Investments Limited (and the Share Registry on its behalf) holds personal information about you. It does this to process and administer your investment in Company and to provide related services to you. The Company and the Share Registry may be required to disclose this information to third parties who carry out functions on behalf of the Company and other third parties to whom disclosure is required by law. Applicants may request access to their personal information held by (or on behalf of) the Company by telephoning or writing to the Company Secretary.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ATSC Settlement Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

Offer Timetable

Lodgement of Offer Document, Appendix 3B and Cleansing Notice with ASX	Friday 31 July 2009
Notice sent to shareholders containing Appendix 3B details and indicative timetable	Wednesday 5 August 2009
Shares commence trading ex Entitlement basis	Thursday 6 August 2009
Record Date for determining Entitlements of shareholders	Wednesday 12 August 2009
Offer Document despatch date and Opening Date	Friday 14 August 2009
Closing Date for receipt of Entitlement and Acceptance forms and payment (5.00pm)	Friday 28 August 2009
Deferred settlement period commences	Monday 31 August 2009
Shortfall notification to ASX of under subscriptions (last date)	Wednesday 2 September 2009
Allotment Date – allotment of shares	Friday 4 September 2009
Despatch date – deferred settlement trading ends	Monday 7 September 2009

Letter to Shareholders

31 July 2009

Dear Shareholder,

On behalf of the Board of Verus Investments Limited, we are pleased to provide you with the entitlement to participate in a pro-rata Non-Renounceable Issue to issue up to 238,794,160 New Shares to raise up to $716,382.

Under the Rights Issue, Shareholders of Verus Investments Limited have an Entitlement to acquire one (1) New Share for every one (1) Existing Share held at the Record Date at a price of 0.3 cents each. Following this letter, you will find details of the offer and instructions on how to accept your Entitlement, as well as other important information for Shareholders.

The purpose of the Rights Issue is to raise up to $716,382 before transaction costs and allow the Company to continue its efforts in actively seeking and investigating new investment opportunities. It intends to direct these funds toward one or more potential investments as well as for working capital and general corporate purposes.

The Rights Issue is not underwritten.

The Company has appointed Alto Capital as Lead Manager and they will, in consultation with the Directors, be responsible for allocating any shortfall not taken up in this Offer.

All Shareholders as at the Record Date are eligible to participate in the Rights Issue.

How to Take Up the Offer

Shareholders should read and refer to the instructions and information contained within this Offer Document in its entirety and have regard to the timetable in this document for the timing of specific actions. A personalised Entitlement and Acceptance Form accompanies this Offer Document.

You should read and refer to the instructions and information contained within this Offer Document in their entirety and have regard to the timing for specific actions. If you are unsure about any aspects of the Offer or its merits, we would encourage you to consult your financial adviser.

We commend the Rights Issue to you.

Yours sincerely,

==> picture [127 x 40] intentionally omitted <==

Andrew McIlwain Chairman

Section One – Details of the Offer

1. DETAILS OF THE OFFER

1.1 The Offer

The Company is making an Offer to Shareholders of up to 238,794,160 New Shares at an issue price of 0.3 cents for each new Share, by way of a pro-rata non-renounceable Rights Issue.

The Offer Price is payable in full by Shareholders on acceptance of the Offer.

Each Shareholder is entitled to subscribe for one (1) New Share for every one (1) Existing Share held on the Record Date. The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

As at the Record Date, the Company has on issue approximately 238,794,160 Shares, 164,196,107 listed Options and 1,000,000 unlisted Options.

1.2 Shareholders

To qualify for the Rights Issue, a Shareholder must be registered as a Shareholder at the close of business on the Record Date.

1.3 Purpose of the Rights Issue

The Company refers to the risks of investing in the Company at Section Three “Investment and Business Risk Factors”.

1.4 Underwriting

The Rights Issue is not underwritten and there is no guarantee that all the projected proceeds of the Offer will be raised.

1.5 Shortfall Shares

Any New Shares not taken up by Existing Shareholders under the Offer will become Shortfall Shares. Shortfall Shares will be placed by the Lead Manager, in consultation with the Directors of Verus Investments Limited, within three months of the close of the Rights Issue as permitted under the Listing Rules. Those New Shares will be issued at the same issue price as offered to Shareholders under the Rights Issue.

1.6 Lead Manager Appointment

The Company has appointed Alto Capital as Lead Manager for the Rights Issue.

A fee of $20,000 will be payable to the Lead Manager for successfully placing 100% of the shortfall.

1.7 Entitlements and acceptance

The entitlement of Shareholders to participate in the Offer was determined on the Record Date. Your entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

1.8 Opening and Closing Dates

The Offer opens on the Opening Date, namely 14 August 2009. The Company will accept Entitlement and Acceptance Forms until 5.00pm Perth time on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

1.9 Issue and Despatch

The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the Offer timetable set out on page 4.

It is the responsibility of Applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

1.10 ASX listing

Application will be made to the ASX for the official quotation of the New Shares. If the ASX does not grant quotation to the New Shares, the Company will repay, as soon as practicable, without interest, all application monies received pursuant to the Offer.

1.11 CHESS

The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise holders of their Holder Identification Number ( HIN ) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.12 Application monies

Application Monies will be held in trust in a subscription account until allotment. The subscription account will be established and kept by the Company on behalf of the applicants until allotment of the New Shares to the applicants. Any interest accrued on Application Monies will be retained by the Company and will not be paid to the relevant Shareholder including if the Rights Issue is cancelled or withdrawn.

1.13 Overseas Shareholders

This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

1.14 Taxation implications

Shareholders should be aware that there may be taxation implications of participating in the Offer and subscribing for New Shares. The taxation consequences of participating in the Offer and/or acquiring New Shares may vary depending on the individual circumstances of each Shareholder.

Shareholders should consult their own professional taxation advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

1.15 Risks

Verus Investments Limited is subject to a number of risks and other factors that may impact both on its future performance and the market price at which its Shares trade. The New Shares offered by this Offer Document should be considered speculative.

The Directors strongly recommend that investors examine the contents of this Offer Document and consult their professional advisers before deciding whether to apply for the New Shares. In addition to this, the Directors consider that the summary provided in Section Three “Investment and Business Risk Factors”, which is not exhaustive, represents some of the major risk factors that may affect the future operating and financial performance of the Company and the value of an investment in it.

1.16 Rights attaching to shares

The New Shares will be issued fully paid and will rank equally with the existing shares of the Company.

1.17 Disclaimer

No person is authorised to give any information or make any representation in connection with the Rights Issue or Offer described in this Offer Document, which is not contained in this Offer Document. Any information or representation not contained in this Offer Document may not be relied on as having been authorised by the Company in connection with the Rights Issue.

1.18 Financial Amounts

Money as expressed in this Offer Document is in Australian dollars unless otherwise indicated. Any discrepancies between totals in tables and sums of components in tables in this Offer Document and between those figures and figures referred to in other parts of this document are due to rounding.

Section Two – Action Required by Shareholders

ACTION REQUIRED BY SHAREHOLDERS

2.1 Shareholders

The Entitlement of Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

Acceptances must not exceed your maximum Entitlement (as shown on the Entitlement and Acceptance Form).

You may either:

take up all or part of your Entitlement in accordance with this Offer Document; or
decline to exercise any or all of your Entitlement.
If you wish to take up all or part of your Entitlement:
(a) read this Offer Document in full;
(b) consider the risks associated with the Rights Issue, as summarised in section 3, in light of your personal circumstances;
(c) decide whether to participate in the Rights Issue;
(d) complete the personalised Entitlement and Acceptance Form accompanying this Offer Document in accordance with the instructions set out on the form. If you have not received a personalised Entitlement and Acceptance Form please call the Company; and
(e) return the completed Entitlement and Acceptance Form together with payment in accordance with section 2.2 below, to the following address so that it is received by no later than 5.00pm (Perth time) on 28 August 2009 (or such other date as may be determined by the Company):

Verus Investments Limited Computershare Investor Services Pty Limited Locked Bag 2508 Perth Western Australia 6001 AUSTRALIA

Shareholders should ensure that their Entitlement and Acceptance Form and Application Monies are mailed early to ensure they arrive at the postal address specified above by 5.00pm (Perth time) on 28 August 2009 (or such other date as may be determined by the Company).

If you have any questions about the Rights Issue, please call Computershare Investor Services on 1300 557 010 or the Company on +61 (0)8 9240 2836 at any time from 9:00am to 5.00pm (Perth time) Monday to Friday during the Offer Period (ending 28 August 2009, or any other date as may be determined by the Company).

2.2 Payment

The Offer Price of 0.3 cents per New Share is payable in full on exercise of your Entitlement. Payments must be received by 5.00pm (Perth time) on 28 August 2009 (or such other date as may be determined by the Company).

Shareholders should be aware of the time required to process payments by cheque or electronic funds transfer (“EFT”) in choosing the appropriate Application and payment method. Payment will only be accepted in Australian currency and must be by EFT, cheque, money order or bank draft drawn on an Australian financial institution, made payable to “Verus Investments Limited - Rights Issue Account” and crossed “Not Negotiable”.

Cash will not be accepted. Receipts for payment will not be issued. If you provide insufficient funds to meet the Application Monies due to take up all or part of your Entitlement, you may be taken by the Company to have applied for such lower number of New Shares as your cleared Application Monies will pay for, or your Application may be rejected.

2.3 Declining all or part of your Entitlement

The rights to New Shares under the Offer are non-renounceable. Accordingly, there will be no trading of rights on the ASX and you may not dispose of your rights to subscribe for New Shares under the Offer to any other party.

If you decide not to take up all or part of your Entitlement, the Rights which are unexercised will lapse and the relevant New Shares with respect to those Rights will not be allotted. You will receive no payment for Rights not taken up or sold. If you decide not to participate in the Rights Issue, you do not need to fill out or return the accompanying Entitlement and Acceptance Form. Although you will continue to beneficially own the same number of Shares, your percentage shareholding in the Company will be diluted.

Section Three – Investment and Business Risk Factors

3. DETAILS OF THE OFFER

3.1 Summary

An investment in the Company has similar general risks to those associated with any share market investment. In addition, there are a number of business risks that are specific to an investment in the Company. A description of these risks is set out in this Section 3. Before deciding to invest in the Company, Applicants should read the Offer Document in its entirety and consider the risk factors that could affect the operating and financial performance of the Company.

Shareholders should be aware that the market price of the New Shares may be influenced by many unpredictable factors and that subscribing for New Shares involves various risks. The occurrence of any of the following risks could have a material adverse effect on the Company’s business, results of operations, financial condition and/or future prospects and in such circumstances the market price of the New Shares could decline and investors could lose part or all of their investment. While some of the risks can be minimised by the use of safeguards and appropriate systems, some are outside the control of the Company. The value of the Company’s securities on ASX may rise and fall depending on factors beyond the control of the Company.

The New Shares offered pursuant to this Offer Document are considered speculative given that the Company is seeking new investment opportunities and the impact of various economic factors outside the control of the Company upon the market and the risks inherent with any investment.

This Offer Document carries no assurance with respect to the return of capital or price at which the New Shares will trade. This section identifies certain, but not all, risks associated with an investment in the Company.

Additional risks and uncertainties not presently known to the Company or the Directors, or that the Company or the Directors currently deem immaterial may also adversely affect the Company’s business or operations. Prior to making an investment decision, you should carefully consider the following risk factors (which are not listed in any particular order of importance) as well as the other information in this Offer Document.

3.2 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s investment in oil and gas and mineral exploration, as well as on its ability to fund those investments.

Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

3.3 Market Conditions

The market price of the Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

3.4 Potential Exploration Success

The Company is actively seeking and investigating new investment opportunities. In the event that the Company undertakes investment in any oil and gas or mineral exploration, potential investors should understand that mineral exploration and development are high risk undertakings.

For example, there can be no assurance that exploration of mining tenements, would result in the discovery of an economic deposit. Even if an apparently viable deposit could be identified, there is no guarantee that it could be economically exploited.

Furthermore, oil and gas or mineral exploration activities in general can be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors which would lie beyond the control of the Company.

The success of an investment into oil and gas or mineral exploration by the Company would also depend upon the Company having access to sufficient development capital, being able to maintain title to any tenements in which the Company acquires an interest as a result of an investment, and obtaining all required approvals for its activities.

3.5 Commodity Price Volatility and Exchange Rate Risks

If an investment by the Company in a mining exploration opportunity achieves success leading to oil and gas or mineral production, the revenue the investment may derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of a potential by Company and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

3.6 Environmental Risks

The operations and proposed activities of a mining investment by the Company may be subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the mining exploration activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. The Company would undertake all reasonable measures to ensure any investment in mining exploration conducts its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

3.7 Competition Risk

In the event that the Company invests in mining exploration, potential investors should be aware that the industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or

actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s investment projects and business.

3.8 Title Risk and Native Title

Interests in mining tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. If the Company invests in mining tenements, it would acquire the risk of loss of title to or its interest in such tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

Furthermore, tenements may extend over areas in which legitimate common law native title rights of indigenous Australians exist. If the Company invests in a mining entity, the ability for the entity to gain access to its tenements and to conduct exploration, development and mining operations would be subject to native title rights and the terms of registered native title agreements.

The Directors would closely monitor the potential effect of native title claims involving tenements in which the Company may have an interest.

3.9 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its investment activity.

3.10 Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

3.11 Liquidity

The Company may invest in unlisted securities or in companies whose securities are thinly traded. Therefore, its ability to sell securities may well be restricted.

3.12 Performance of other Asset Classes

Good performance, or anticipated performance, of other asset classes can encourage individuals to divert money away from equity markets. This may have a negative impact on the price of any investments of the Company.

3.13 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Offer Document. Therefore, the securities to be issued pursuant to this Offer Document carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Offer Document.

Section Four – Definitions

4. DEFINITIONS

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

“ Applicant ” refers to a person who submits an Entitlement and Acceptance Form;

“ Application ” refers to the submission of an Entitlement and Acceptance Form;

“ Application Moneys ” means the moneys received from persons applying for New Shares;

“ ASX ” means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited;

“ Closing Date ” means 28 August 2009;

“Company” or “Verus” means Verus Investments Limited ACN 009 575 035;

“ Directors ” means the directors of the Company;

“ Shareholder ” a shareholder in the Company;

“ Entitlement and Acceptance Form ” means the Entitlement and Acceptance Form accompanying this Offer Document;

“ Listing Rules ” means the Listing Rules of the ASX;

“ New Share ” means a new Share proposed to be issued pursuant to this Offer;

“ Offer ” means the non-renounceable pro rata offer of New Shares at an issue price of 0.3 cents each on the basis of 1 New Share for every 1 Share held on the Record Date pursuant to this Offer Document;

“ Offer Document ” means this Offer Document dated 31 July 2009;

“ Opening Date ” means 14 August 2009;

“ Record Date ” means 12 August 2009;

“ Right ” means the right of a Shareholder to subscribe for New Shares;

“ Rights Issue ” means a non-renounceable entitlement issue of up to 238,794,160 New Shares at 0.3 cents each on the basis of 1 New Share for every 1 Share held as at the Record Date to raise up to $716,382;

“ Section ” means a section of this Offer Document;

“ Share ” means an ordinary fully paid share in the capital of the Company;

“ Shareholder ” means a Shareholder whose details appear on the Company’s register of Shareholders as at the Record Date;

“ Shortfall ” means those New Shares not applied for by Shareholders pursuant to their Rights.

Enquiries

Any enquiries should be directed to:

Computershare Investor Services

Enquiries (within Australia) 1 300 557 010 Enquiries (outside Australia) +61 3 9415 4000 Web [email protected]

Company

Direct these to the Company Secretary or Finance Manager

Telephone

+61 8 9240 2836