DIGITALX LIMITED — Capital/Financing Update 2010

Aug 22, 2010

VERUS INVESTMENTS LIMITED

ACN 009 575 035

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Verus Investments Limited (“Verus” or the “Company”) will be held on Wednesday 22 September 2010 commencing at 11.00am at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia.

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

AGENDA

ORDINARY BUSINESS

To consider and, if thought fit, to pass, with or without amendment, the following resolutions as ordinary resolutions

1. Resolution 1 - Ratification of Prior Share Issue

“That, in accordance with ASX Listing Rule 7.4, Shareholders ratify the issue of 50,000,000 ordinary fully paid shares on 4 June 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 June 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 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.

2. Resolution 2 - Ratification of Prior Share Issue

“That, in accordance with ASX Listing Rule 7.4, Shareholders ratify the issue of 4,600,000 ordinary fully paid shares to Petrogenesis Energy Investments Limited on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Petrogenesis Energy Investments Limited, or any of its associates. 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 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.

3.

Resolution 3 – Ratification of Prior Option Issue

"That, in accordance with ASX Listing Rule 7.4, Shareholders ratify the issue of 15,000,000 options to nominees of Minc Stockbroking to acquire ordinary fully paid shares on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast on this resolution by Minc Stockbroking, Bardi Holdings Pty Ltd, HSBC Portfolio Nominees Pty Ltd or any of their associates. 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 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.

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4. Resolution 4 - Ratification of Prior Share Issue

“That, in accordance with ASX Listing Rule 7.4, Shareholders ratify the issue of 26,250,000 ordinary fully paid shares on 10 August 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 August 2010 share issue, or any associate of such a person. However, the Company will not disregard a vote if:

• c) 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

• d) it is cast by the person chairing the 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.

5. Resolution 5 - Acquisition of Pass Petroleum Pty Ltd

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue 369,000,000 fully paid ordinary shares in the Company in connection with the acquisition of Pass Petroleum Pty Ltd, the details of which are 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 issue of shares or any associate of that person or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if this resolution is passed. However, the Company need 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 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.

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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 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 20 September 2010 will be taken, for the purposes of the 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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P M Jurman Company Secretary Perth, Western Australia 23 August 2010

Members who do not plan to attend the meeting are encouraged to complete and return a proxy form.

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VERUS INVESTMENTS LTD

ACN 009 575 035

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders of Verus Investments Ltd (“ Verus ” or the “ Company ”) in connection with the business to be conducted at the Company’s General Meeting to be held on Wednesday 22 September 2010 at 11.00am at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

2. RESOLUTION 1 – Ratification of Prior Share Issue

2.1 General

On 1 June 2010 the Company announced the offer of 50,000,000 fully paid ordinary shares to raise new capital and on 4 June 2010 the issue of those shares was completed.

Resolution 1 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 50,000,000 shares the Company used part of its annual 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.

2.2 Specific Information required by ASX Listing Rule 7.5

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

• i. 50,000,000 shares were issued under the June 2010 share issue.

• ii. The issue price of the shares was $0.022 each.

• iii. The shares issued are fully paid ordinary shares in the Company and rank equally with the existing fully paid ordinary shares.

• iv. The shares were issued to clients of Australian Stockbroking and Advisory Services Ltd trading as Minc Stockbroking. Related parties of the Company did not participate in the share issue.

• v. $1,100,000 was raised from the share issue (prior to costs of the issue) to finance the development costs associated with the Bongo Prospect , a high impact exploration/appraisal gas well in Wharton County, Texas.

A voting exclusion statement is included in the Notice.

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3. RESOLUTION 2 – Ratification of Prior Share Issue

3.1 General

On 1 June 2010 the Company announced the commitment to invest in the Bongo Prospect , a high impact exploration/appraisal gas well in Wharton County, Texas. Active Energy Advisors Pte. Ltd (“AEA”) introduced the project to the Company and assisted the Company in completing the acquisition.

AEA had previously assisted Verus with the identification of and subsequent investment in the Fausse Point Project. AEA are oil and gas consultants based in Singapore with significant experience in providing corporate advice and support to companies in the oil and gas industry.

AEA’s terms of engagement included the issue of 4,600,000 shares which occurred on 4 June 2010.

Resolution 2 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 4,600,000 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.

3.2 Specific Information required by ASX Listing Rule 7.5

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

• i. 4,600,000 shares were issued on 4 June 2010.

• ii. The securities were not issued for cash consideration and no funds were raised from their issue. As explained above they comprise part consideration for introduction and assistance with the Bongo transaction.

• iii. The shares issued are fully paid ordinary shares in the Company and rank equally with the existing fully paid ordinary shares.

• iv. The shares were issued to Active Energy Advisors Pte. Ltd’s nominee, Petrogenesis Energy Investments Limited.

A voting exclusion statement is included in the Notice.

4. RESOLUTION 3 – Ratification of Prior Option Issue

4.1 General

On 4 June 2010 the Company issued 15,000,000 options to nominees of Minc Stockbroking as part consideration for capital raising and advisory services. Under ASX Listing Rule 7.1, a company may only issue a limited number of equity securities in any 12 month period without shareholder approval. By issuing 15 million options 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 option issue.

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4.2 Specific Information required by ASX Listing Rule 7.5

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

• i. 15,000,000 options were issued on 4 June 2010.

• ii. The options were issued at a nil issue price as they comprised part consideration for capital raising and advisory services and accordingly, no funds were raised from their issue.

• iii. The options are exercisable at 3 cents each prior to 31 December 2010. Refer to Appendix 1 for detailed terms and conditions.

• iv. The options were issued to Minc Stockbroking’s nominees, being Bardi Holdings Pty Ltd and HSBC Portfolio Nominees Pty Ltd.

A voting exclusion statement is included in the Notice.

5. RESOLUTION 4 – Ratification of Prior Share Issue

5.1 General

On 9 August 2010 the Company announced the offer of 26,250,000 shares to raise new capital and on 12 August 2010 the issue of those shares was completed. 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 26,250,000 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.

5.2 Specific Information required by ASX Listing Rule 7.5

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

• i. 26,250,000 shares were issued.

• ii. The issue price of the shares was $0.021 each.

• iii. The shares issued are fully paid ordinary shares in the Company and rank equally with the existing fully paid ordinary shares.

• iv. The shares were issued to the following parties:

Allottee	Number of Shares
I E Properties PtyLtd	7,142,857
The Black Planet Super A/c	2,380,952
AJC McGlew FamilyA/c	2,380,952
Prospero Capital PtyLtd	5,000,000
Two Tops PtyLtd	5,714,286
Sobol Capital PtyLtd	1,428,572
Yardie(WA)PtyLtd	1,250,000
Robbie Hamilton	952,381
TOTAL	26,250,000

Related parties of the Company did not participate in the share issue.

• v. $551,250 was raised from the share issue (prior to costs of the issue) to finance the development costs associated with the Bongo Prospect , a high impact exploration/appraisal gas well in Wharton County, Texas.

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A voting exclusion statement is included in the Notice.

6. RESOLUTION 5 – Acquisition of Pass Petroleum Pty Ltd

6.1 General

On 30 July 2010 the Company entered into an agreement (“Pass Acquisition Agreement”) to acquire, subject to completion of due diligence and receipt of necessary approvals, all of the issued shares in Pass Petroleum Pty Ltd (“Pass”) from the Pass shareholders (“the Vendors”). The names of the Vendors and their interests in the issued capital of Pass are set out in Appendix 2.

Pass has an interest in a number of on-shore oil and gas projects (through its wholly owned subsidiary Pass Petroleum LLC), located in the USA States of Louisiana and Texas. The area is one of most established oil and gas producing regions in North America with ready access to infrastructure and resources.

These oil and gas projects are all expected to commence drilling programs or a follow-up drilling program during the 2010-2011 financial year.Significant development potential exists at what are considered “high impact”, moderately low risk projects which, in the event of success, would materially change the valuation of Pass.

6.2 The Projects

• FAUSSE POINT – Pass working interest:27%

Verus already holds a working interest of 45% in the Fausse Point project and the working interest holding will increase to 72% on the passing of Resolution 5.

ASX listed Golden Gate Petroleum Limited (GGP) – operator of the Fausse Point project – has recently successfully completed production testing for one of several potential oil and gas bearing zones at Fausse Point. This zone started commercial production on June 4, 2010. There are also two other major zones which have yet to be tested.

• BULLSEYE – Pass working interest: 10%

The Bullseye project is located on the crest of the Laurel Ridge anticline onshore South Louisiana. Existing shallow normal pressured sands (10,100 ft to 10,600 ft) have produced approximately 146 BCF of natural gas and 4 MMBOE of crude oil, and are now depleted. Bullseye is currently producing from the deeper Miogyp Formation and has also discovered oil in another zone known as the Camerina. The Camerina Formation is yet to be tested and the project Operator at the Bullseye project estimates that it has the potential to contain 2.2 – 7.1 million barrels of oil and 2.0 – 7.0 billion cubic feet of gas. Pass has a 10% working interest in the project area which includes two producing wells, one water disposal, as well as substantial production infrastructure.

The two producing wells, namely Jumonville #1 and #2 produce around 250 barrels of high quality oil (40°API gravity) which, under the current sales contract, yields a premium to WTI. These wells also produce 300,000 cubic feet of gas per day. Bullseye has been a good producer and more recently operational costs have been lowered significantly with revised water disposal (Acosta #1) procedures allowing water disposal to vary according to production requirements which need less chemical injection.

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Jumonville #1, Jumonville #2 and Acosta #1

Three wells have been drilled to date at Bullseye. Bullseye is currently producing from two wells – Jumonville #1 and #2.

Jumonville #1 was spudded on 28 April 2008 and reached a total depth of 12,440 ft on 28 August 2008. The well encountered both oil and gas in the Miogyp and Camerina objectives. Commercial production commenced from the Miogyp reservoir in September 2008. Jumonville #1 was shut-in as preparations were made for this well to be used for testing of the upper Camerina Formation, however, more recently it has been put back into production due to strong pressure build up and moderate oil and gas production. The reservoir at Jumonville #1 is believed to be connected to the reservoir at Jumonville #2, hence ultimately the latter well could be used to sweep the oil.

The Jumonville #2 well was spudded on 25 December 2008 and reached a total depth of 14,100 ft in April 2008. On 30 June 2009, Jumonville #2 successfully perforated and commenced production from the Miogyp sandstone with an initial production rate of 750 BOPD of crude oil and 250 MCFPD of natural gas. Current production is approximately 200 BOPD of crude oil.

Bullseye also contains the previously Noble drilled Acosta #1 well that was never tested. The Acosta #1 well was originally designed as an oil exploration well but failed in the primary Miogyp reservoir. The well has since been converted into a water disposal well providing significant cost reductions for the disposal of water from the Jumonville #1, Jumonville #2 wells and future wells.

Potential Extension of Miogyp Reservoir

The JV is currently reprocessing 3-D seismic over the Bullseye project area to evaluate the possible northeastward “mottled expansion” of the Miogyp Formation, which could potentially upgrade resources by 50%. Four possible development well locations have been identified, two wells are in the main Miogyp reservoir, with the location of the other two wells in the possible mottled extension of the Miogyp Formation.

Further Potential in Untested Hydrocarbon Intervals

The Camerina Sand was found to be oil bearing in the Jumonville #1, Jumonville #2 and Acosta #1 wells. Both Jumonville wells intersected and logged a 25-42 ft Camerina interval which has to date not been tested. The Camerina Sand is shallower than the Miogyp Formation and is a proven producer in the general area. The potential resource of the Camerina objective is estimated at 2.2-7.1 MMBBLS of crude oil and 2-7 BCF of natural gas, however, the extent of the reservoir is unknown. The Camerina Sand can be tested and produced from existing wells (most probably Jummonville #1) once the Miogyp Formation has been depleted. As mentioned previously testing of this zone has been postponed due to sustained improvement in the wells production levels from the Miogyp Formation.

Bullseye also contains an additional untested hydrocarbon interval called the Marg Varg Formation. Like the Camerina Formation the Marg Varg Formation is a proven producer in the general area. At this stage the distribution of the Marg Varg reservoir is not well defined as the depth of oil-water contact is unknown.

BOWTIE – Pass WI: 18%

The Bowtie West prospect is located in a prolific fairway of previously developed shallower large oil and gas fields. Bowtie West offers a large gas prospect with good follow on drilling potential. Bowtie West is a follow-on to a dry hole (Bowtie East) that missed the Vicksburg sandstone reservoir. Despite the dry hole, Bowtie West has been upgraded by other recent discoveries in the immediate area.

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Bowtie West is scheduled to be drilled in 2H 2010.Total dry hole cost for Bowtie West is estimated to be US$2.7million. Estimated completion cost is approximately US$400,000. Abundant production infrastructure exists in the nearby area hence any discovery can be quickly brought into commercial production.

Bowtie West has a strong amplitude anomaly that extends widely over the prospect. The dry hole at Bowtie East did not have this amplitude anomaly. The seismic also clearly shows the down-dip Halbouty well on this prospect to have missed the amplitude anomaly and the Heckendorn well making a major discovery in the Bowtie Vicksburg formation. The Bowtie Vicksburg is a deeper overlooked play and located near several recent discoveries with large flow rates and per well recoveries. For example, the Heckendorn well achieved an initial production rate of over 8 MMCFPD of natural gas and 560 BCPD of condensate. Cumulative production is 14.1 BCF of natural gas and 155 MBO of condensate.

Resource Potential

Bowtie West represents a relatively low risk exploration prospect with estimated potential reserves of over 50 BCF of natural gas and around 1.7 MMBBLS of crude oil. As mentioned previously the reservoir sands at Bowtie West are visible on seismic with strong amplitude anomaly that extends widely over the prospect and could represent a much larger prospective reserve than current estimates. The strong amplitude anomaly equals thick reservoir sand which has been calibrated in nearby prolific Vicksburg producers.

6.3 Pre and Post Capital Structure

	Pre Capital Structure	Share Issue under Resolution 5	Post Capital Structure
Ordinaryshares	720,138,860	369,000,000	1,089,138,860
Unlisted options	28,000,000	-	28,000,000

6.4 Pass Acquisition Agreement

The principal terms of the Pass Acquisition Agreement are as follows:

(i) The Company shall acquire 100% of the issued share capital of Pass in consideration for the issue to the vendors of 369,000,000 Shares (“Vendor Shares”).

(ii) The Vendors will have the right to appoint one director to the Company’s Board of Directors.

(iii) The Company has received warranties in respect of the Pass corporate structure and the oil and gas interests in the USA that are generally expected in a transaction of this nature.

(iv) The Agreement is subject to:

• receipt of necessary approvals, including shareholder approval for the issue of the Vendor Shares;

• Break fee;

• if Verus fails to receive shareholder approval for Resolution 4 at this Meeting, the Pass Acquisition Agreement shall come to an end and Verus will be required to pay a Break Fee to Pass. The Break Fee will comprise the issue of Verus fully paid ordinary shares to the value of $500,000 using the 5 day volume weighted average share price prior to the share issue date Any shares issued by Verus as Break Fee shall be escrowed for a period of 6 months from the date of issue.

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• if Pass fails to receive its necessary shareholder approval, the Pass Acquisition Agreement shall come to an end and Pass will be required to issue Verus fully paid ordinary shares equal to 5% of the Issued capital of Pass.

• Any claim to the Break Fee may be waived by the other Non-Defaulting Party.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities or other securities with rights of conversion to equity if the number of those securities exceeds 15% of the total ordinary securities on issue at the commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of Shareholders in a general meeting.

The Company is seeking approval under ASX Listing Rule 7.1 for the issue of 369,000,000 Shares to allow this number of securities not to be included in the calculation under ASX Listing Rule 7.1. This will enable the Company to have the flexibility to issue equity securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

6.5 Specific Information required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3 information is provided as follows:

• i. the maximum number of securities to be issued by the Company is 369,000,000 Shares;

• ii. all the securities will be issued on a single date no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• iii. the Shares will be issued to the vendors of Pass (pro rata in accordance with their interests in Pass) in consideration of the acquisition of all the share capital in Pass under the terms of the Pass Acquisition Agreement. The Shares will be issued for nil cash consideration;

• iv. the names of the allottees are listed at Appendix 2. None of the allottees are related parties or associates of the Company;

• v. the Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company's current issued Shares; and

• vi. No funds will be raised from the issue.

A voting exclusion statement is included in the Notice.

6.6 Glossary of Terms

API: Gravity: is a measure of how heavy or light a petroleum liquid is compared to water BCF : Billion cubic feet, or 28.317 million cubic meters. A unit commonly used in quoting volumes of natural gas.

BOE: Barrels of Oil Equivalent. The conversion of a gas volume to an equivalent oil volume using an assumption of the BTU content of the gas.

BOPD: Barrels of Oil per day.

MCFPD: Thousand cubic feet per day. A widely quoted unit used for natural gas prices.

MMBOE: Million barrels of oil equivalent

WI: Working Interest. The percentage of capital expenditures contributed by a partner.

WTI: West Texas intermediate, is also known as Texas light sweet, is a type of crude oil used as a benchmark in oil pricing and is the underlying commodity of New York Mercantile Exchange's oil futures contracts.

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APPENDIX 1

TERMS AND CONDITIONS OF OPTIONS (RESOLUTION 3)

• a) Each Option entitles the holder to subscribe for and be allotted one Share. The exercise price of each Option is $0.03.

• b) The Options are exercisable at any time prior to 5.00pm AEST on 31 December 2010 ( the Expiry Date ) by notice in writing to the Company accompanied by payment of the exercise price as detailed in (a) above.

• c) The Options are transferable, but no application will be made to the ASX for Official Quotation of the Options.

• d) Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 10 Business Days after receipt of a properly executed notice of exercise of the Option and payment of the requisite application moneys.

• e) All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three business days after the date of allotment of those Shares.

• f) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to shareholders during the currency of the Options. However, the Company will send a notice to each option holder at least nine Business Days before the record date for any proposed issue of capital on a pro-rata entitlement basis. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• g) There are no rights to a change in exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.

• h) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.

• i) Option holders do not participate in any dividends unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend.

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APPENDIX 2

THE VENDORS – PASS PETROLEUM PTY LTD

		Name	Number of Pass Shares held	Number of Pass Shares held
1		CraigIan Burton		1,735,542
2		Mario Traviati		1,313,963
3		Robert Rosenthal		1,125,988
4		APRNominees PtyLtd		968,396
5		Ryan M.Moynagh		939,133
6		Steven Richard Diamond& Sarah ElizabethJeffries		864,500
7		MCFleetServices PtyLtd		600,000
8		Roger BrentSuyama		499,036
9		Intro PtyLtd		454,350
10		ChristopherClower		213,323
11		MathewDonaldWalker		175,000
12		Ravenhill Investments PtyLtd ATF The House of EquityTrust		130,000
13		AustinSydneyMiller		130,000
14		Soofian Zuberi		117,477
15		AnthonyLintonCole		93,294
16		DunnNominees PtyLtd		85,000
17		William Mitchell&Diane Mitchell		65,000
18		RoniSteiner		65,000
19		T& SExecutiveSuper Fund		43,225
20		Cosimo Daimano		40,000
21		Julie Kupecz		32,500
22		Beverly Guai		32,000
23		StuartSmith		30,000
24		AnthonyZucco		25,000
25		A& S GouldSuper Fund		22,167
26		Stephen Barrett		14,981
27		SurayamaGupta		10,000
28		Chris Bowyer		8,867
		Total		9,833,742

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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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The Chairman of the Meeting OR (mark with an “X”)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or 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 General Meeting of Verus Investments Ltd to be held on 22 September 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.	Ratification of Prior Share Issue (50 Million)			
2.	Ratification of Prior Share Issue (4.6 Million)			
3.	Ratification of Prior Option Issue (15 Million)			
4.	Ratification of Prior Share Issue (26.25 Million)			
5.	Acquisition of Pass Petroleum Pty Ltd			

• 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 Sole Company Secretary

Securityholder 2 Securityholder 3 Director 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.

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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 11.00am on 20 September 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