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DIGITALX LIMITED Capital/Financing Update 2010

Jun 3, 2010

64762_rns_2010-06-03_c4af0edb-8f1c-4d4a-86c4-444c168dcf46.pdf

Capital/Financing Update

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ASX Announcement

4 June 2010

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

Dear Sir,

SHARE PLACEMENT COMPLETED

Further to its announcement dated 1 June 2010, Verus Investments Limited (Verus) is pleased to announce completion of a private placement of 50 million shares, to professional and sophisticated investor clients of Minc Stockbroking, raising $1.1 million before costs.

The funds raised will be used to finance the development costs associated with the Bongo Prospect , a high impact exploration/appraisal gas well in Wharton County, Texas.

The Company confirms the issue of 15 million unlisted options to nominees of Minc Stockbroking upon the successful completion of the placement mentioned above and the issue of 4.6 million shares to Active Energy Advisors Pte. Ltd for the introduction and assistance with the Bongo transaction.

In respect of the securities issue:

(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.

For further information, contact either;

Mr. Andrew McIlwain (03) 9817 5067, or Mr Nathan Ryan Investor Relations 0420 582887, or Mr. Paul Jurman/Mr. Craig Nelmes (08) 9240 8645

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 8645 Fax: +61 (0)8 9240 2406 Email: [email protected] Web: www.verus.com.au

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
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities, the amount outstanding
and due dates for payment; if
+convertible
securities,
the
conversion price and dates for
conversion)
1. Ordinary shares
2. Ordinary shares
3. Unlisted options
1. 50,000,000
2. 4,600,000
3. 15,000,000
1. Rank equally with existing ordinary
shares.
2. Rank equally with existing ordinary
shares.
3. Unlisted options exercisable at $0.03
expiring 31 December 2010. Refer to
Appendix A for full terms.
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 1

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
1. Yes.
2. Yes.
3. No. If the 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 – $0.022
2. ordinary shares – nil consideration.
3. unlisted options – nil consideration.
1. To
finance
the
development
costs
associated with the Bongo Prospect in
Wharton County, Texas, as well as for
working capital and general corporate
purposes.
2. 4,600,000 ordinary shares have been issued
to nominees of Active Energy Advisors Pte.
Ltd in consideration for the introduction
and assistance with the Bongo Prospect and
for further identification, review and
securing of investments.
3. Unlisted options have been issued to
nominees of Minc Stockbroking as part
consideration for capital raisingfees.
4 June 2010
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

8 Number and +class of all 685,551,589 VIL Ordinary Shares +securities quoted on ASX 239,196,107 VILO Options exercisable at $0.10 ( including the securities in clause on or before 30 June 2010 2 if applicable) 9 Number and +class of all +securities not quoted on ASX 500,000 Options exercisable at $0.015 on or ( including the securities in clause before 1 March 2012. 2 if applicable) 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 2012. 15,000,000 Options exercisable at $0.03 on or before 31 December 2010.

  • 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

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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
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  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

Appendix 3B New issue announcement

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
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
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

broker?

  • 31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

  • 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 54,600,000 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.

1/1/2003

Appendix 3B Page 5

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.

10/3/2003

Appendix 3B Page 7

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: Company Secretary Print name: Paul Jurman

Date: 4 June 2010

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

APPENDIX A TERMS AND CONDITIONS OF OPTIONS ISSUED TO CONSULTANTS

The New Options will be issued with the following terms and conditions:

  • 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.

  • See chapter 19 for defined terms.

Appendix 3B Page 9

1/1/2003