DIGITALX LIMITED — Proxy Solicitation & Information Statement 2011

Jun 29, 2011

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ACN 009 575 035

NOTICE OF GENERAL MEETING

– and –

PROXY FORM

DATE AND TIME OF MEETING: 27 July 2011 at 3.00pm

VENUE:

Level 21, Allendale Square, 77 St Georges Terrace, Perth. Western Australia 6000

These documents should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

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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 27 July 2011 commencing at 3.00pm at Level 21, Allendale Square, 77 St George’s Tce, 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, this meeting ratifies the issue of 4,766,065 ordinary fully paid shares on 7 December 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 December 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 Securities Issue

“That, in accordance with ASX Listing Rule 7.4, this meeting ratifies the issue of 132,000,000 ordinary fully paid shares at a price of $0.01 each together with 66,000,000 free attaching listed options on 7 June 2011 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 2011 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.

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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 25 July 2011 will be taken, for the purposes of the general meeting, to be held by the persons who held them at that time.

The Chairman of the Meeting intends to vote any undirected proxies in favour of all the resolutions.

BY ORDER OF THE BOARD

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P M Jurman Company Secretary Perth, Western Australia

24 June 2011

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 27 July 2011 commencing at 3.00pm at Level 21, Allendale Sq, 77 St George’s Tce, 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 25 November 2010, the Company announced it had resolved to raise up to $2 million through a private placement of shares, primarily to professional and sophisticated investor clients of Alto Capital Limited. Verus announced it proposed to issue up to 164,000,000 shares at an issue price of 1.225 cents per share.

At the Annual General Meeting held on 25 November 2010, shareholders granted approval for the Company to allot and issue up to 200,000,000 Shares, pursuant to ASX Listing Rule 7.1.

On 7 December 2010, the Company eventually issued a total of 204,766,065 shares. 4,766,065 shares were issued within the Company’s 15% capacity and ratification of Resolution 1 will have the effect of refreshing the Company’s 15% limit for new issues of securities under the ASX Listing Rules.

2.2 Specific Information required by ASX Listing Rule 7.5 with respect to Resolution 1

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

• i. 4,766,065 shares were issued on 7 December 2010.

• ii. The issue price of the shares was $0.01225 each.

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

• iv. The shares were issued to professional and sophisticated investor clients of Alto Capital Limited.

• v. The funds raised from the share issue were allocated toward ongoing development activities at the Company’s onshore oil and gas investments, and for working capital and general corporate purposes.

A voting exclusion statement is included in the Notice.

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3. RESOLUTION 2 – Ratification of Prior Securities Issue

3.1 General

On 23 May 2011, the Company announced its intention to raise new capital to fund its investment in the Lyons Point oil and gas prospect and on 7 June 2011 issued 132 million shares at an issue price of $0.01 to raise $1.32 million (less costs) and 66 million listed options on a free attaching basis.

Resolution 2 seeks ratification of this securities issue by shareholders pursuant to ASX Listing Rule 7.4.

Under ASX Listing Rule 7.1, a company may only issue a limited number of equity securities in any 12 month period. By issuing 132 million shares and 66 million listed options the Company used a substantial 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 securities 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. 132,000,000 shares and 66,000,000 listed options were issued on 7 June 2011.

• ii. The issue price of the shares was $0.01 each. The options were issued for nil consideration and were free attaching to the shares.

• iii. The shares issued are fully paid ordinary shares in the Company. The terms and conditions of the options are set out in Appendix 1 of this Explanatory Memorandum.

• iv. 132,000,000 shares and 66,000,000 listed options were issued to the professional and sophisticated investors ( Refer to Table at 3.3) .

• v. The funds raised from the share issue were allocated toward investment in the Lyons Point Prospect, Louisiana, USA and for working capital and general corporate purposes.

A voting exclusion statement is included in the Notice.

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3.3 Table 1 - Allottees with respect to Resolutions 2

Allottee	Number of Shares	Number of
		Options
Sabreline Pty Ltd	5,000,000	2,500,000
Mathew Donald Walker	20,000,000	10,000,000
Michael Andrew Munro	2,000,000	1,000,000
Seaspin Pty Ltd	3,000,000	1,500,000
Pata Nominees Pty Ltd	5,000,000	2,500,000
Tisia Nominees Pty Ltd	10,000,000	5,000,000
IE Properties Pty Ltd	10,000,000	5,000,000
Group Seventy Three Super Fund Pty Ltd	5,000,000	2,500,000
Corporate Equity Pty Ltd	2,000,000	1,000,000
Mr. Brett Mitchell & Mrs Michelle Mitchell <Mitchell Spring	4,000,000	2,000,000
Family A/C>
Orange Sun Investments Ltd	2,500,000	1,250,000
Denise Murton ATF	2,500,000	1,250,000
Rosalea Pty Ltd	2,500,000	1,250,000
Mr David Nicholas Saunt Castleden + Mrs Anna Louise	500,000	250,000
Murphy
Squadron Holdings Pty Ltd	2,000,000	1,000,000
Kamira Investments Pty Ltd <The FW A/C	7,500,000	3,750,000
Prospero Capital Pty Ltd	7,500,000	3,750,000
Mrs Katrina Lee Burton & Mrs Jennifer Fairweather	2,500,000	1,250,000
Mr Raymond Philip Jepp	4,000,000	2,000,000
Mr Lindsay Malcolm Silbert & Mrs Suzanne Rose Silbert	4,000,000	2,000,000
Genteel Nominees Pty Ltd	20,000,000	10,000,000
Zonring Investments Pty Ltd	1,500,000	750,000
Tolle Investments Pty Ltd	5,000,000	2,500,000
Barham Developments Pty Ltd	2,000,000	1,000,000
Appolo Pty Ltd	2,000,000	1,000,000
TOTAL	132,000,000	66,000,000

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APPENDIX 1

TERMS AND CONDITIONS OF OPTIONS (RESOLUTION 2)

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

• (a) Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary Share in the capital of Verus Investments Limited (“the Company”) at an exercise price of 2 cents.

• (b) The Options are exercisable at any time prior to 5.00pm AWST on 31 March 2012 ( the Expiry Date ) by completing a notice of exercise and delivering it to the Company’s share registry together with the payment for the number of shares in respect of which the Options are exercised.

• (c) The Options are transferable and an application will be made to the ASX for Official Quotation of the Options.

• (d) All Shares issued pursuant to the exercise of Options will be allotted and issued not more than 10 Business Days after receipt of a properly executed notice of exercise and the application monies (as cleared funds) in respect of the exercise.

• (e) All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares. Subject to ASX listing rules, the Company will apply to ASX for official quotation 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 five 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) The Company will, at least 20 Business Days before the Expiry Date, send notices to the Option holders stating the name of the Option holder, the number of Options held and the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

• (j) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary Shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.

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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 27 July 2011 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 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			
2.	Ratification of Prior Securities Issue			

• 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

Securityholder 2 Securityholder 3

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Sole Director and Director Sole Company Secretary

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Director/Company Secretary

Dated: //____

How to complete the Proxy Form

1 Appointment of a Proxy

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

2 Votes on Items of Business

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

3 Appointment of a Second Proxy

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

To appoint a second proxy you must:

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

• (b) return both forms together.

4 Signing Instructions

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

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

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

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

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

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

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 3.00pm on 25 July 2011. 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