MACRO METALS LIMITED — AGM Information 2007

Oct 29, 2007

BRAINYTOYS LIMITED

ABN 28 001 894 033

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.30am (WST) DATE : 30 November 2007 PLACE : “The Kitchen Building” Centre for Adult Education, Heathcote 58-60 Duncraig Road APPLECROSS, WESTERN AUSTRALIA

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9331 8441.

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CONTENTS PAGE	2
Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Resolution 2 Attachment A	5
Proxy Form	6
Instructions for Completing ‘Appointment of Proxy’ Form	7

TIME AND PLACE OF MEETING AND HOW TO VOTE

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The Annual General Meeting of the Shareholders of Brainytoys Limited to which this Notice of Meeting relates will be held at 10.30am (WST) on 30 November 2006 at:

“The Kitchen Building” Centre for Adult Education, Heathcote 58-60 Duncraig Road APPLECROSS, WESTERN AUSTRALIA

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed:

• (a) send the proxy form by post to 6-B Bowen Street, O’Connor, Western Australia 6163; or

• (b) by facsimile to the Company on facsimile number (08) 9331 8452,

so that it is received not later than 10.30am (WST) on 28 November 2007.

Proxy forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Brainytoys Limited will be held at “The Kitchen Building” Centre for Adult Education, Heathcote, 58-60 Duncraig Road Applecross, Perth, Western Australia at 10.30am (WST) on 30 November 2007.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at the close of business on 28 November 2007.

AGENDA

ORDINARY BUSINESS

1. ACCOUNTS

To receive and consider the Annual Financial Report together with the Directors’ and Auditor’s Reports for the period ended 30 June 2007.

SPECIAL BUSINESS

2. RESOLUTION 1: RE-ELECTION OF DIRECTOR – MR GRAHAM NICOL

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

“That, for all purposes, Mr Graham Nicol, a Director of the Company who retires in accordance with Clause 13.2 of the Constitution and, being eligible, is re-elected as a Director of the Company.”

3. RESOLUTION 2: APPOINTMENT OF AUDITOR

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

• “That, for the purposes of section 327B of the Corporations Act 2001 (Cth) and for all other purposes, BDO Kendalls Audit & Assurance Pty Ltd A.B.N. 79 112 284 787, having been nominated by a shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company"

DATED: 18 October 2007 BY ORDER OF THE BOARD

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BRAINYTOYS LIMITED ALEXANDER AGUERO MANAGING DIRECTOR

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at “The Kitchen Building” Centre for Adult Education, Heathcote, 58-60 Duncraig Road Applecross, Perth, Western Australia on 30 November 2007 at 10.30 am (WST).

This purpose of this Explanatory Statement is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND DIRECTORS’ REPORTS

In accordance with the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Report and reports of Directors and Auditors for the year ended 30 June 2007.

2. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR GRAHAM NICOL

Clause 13.2 of the Constitution requires that if the Company has three or more Directors, one third of those Directors must retire at each annual general meeting. The Company currently has three directors and accordingly one must retire. Clause 13.3 of the Constitution provides that a Director who retires under clause 13.2 is eligible for re-election.

Mr Graham Nicol will retire by rotation and seeks re-election. Mr Nicol is currently the Company Secretary of the Company.

Mr Nicol is a CPA with extensive industry experience at senior finance and management levels in motor vehicle distribution, building products, manufacturing, computer software, and accommodation industries. He has served as a director on public and private companies and has the requisite experience and expertise for the proposed reappointment.

3. RESOLUTION 2 – APPOINTMENT OF AUDITOR

BDO, Chartered Accountants & Advisers (Perth), ( BDO ) recently merged with Horwarth (WA) and the audit practice is now carried on through BDO Kendalls Audit & Assurance Pty Ltd A.B.N. 79 112 284 787 ( BDO Kendalls )

BDO have given notice of their intention to resign as auditor of the Company (under section 329 (5) of the Corporations Act); this is subject to receipt of the consent of the Australian Securities & Investments Commission ( ASIC ) and shareholder approval of this Resolution 2 for the re-appointment of BDO Kendalls as auditor.

Subject to ASIC consenting to the resignation of BDO and BDO submitting a resignation to the Company, it is proposed that the Company appoint BDO Kendalls as auditor of the Company.

In accordance with section 328B (1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder for BDO Kendalls to be appointed as the Company’s auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure A.

BDO Kendalls has given its written consent to act as the Company’s auditor subject to shareholder approval of this Resolution 2

If Resolution 2 is passed, the appointment of BDO Kendalls as the Company’s auditor will take effect at the close of this AGM.

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Attachment A

Nomination from a shareholder for the appointment of BDO Kendalls Audit & Assurance Pty Ltd A.B.N . 79 112 284 787 as Auditor the subject of Resolution 2

27 September 2007

The Company Secretary Brainytoys Ltd 6-b Bowen Street O’CONNOR WA 6163

Dear Sirs

NOMINATION OF BDO KENDALLS AUDIT & ASSURANCE (WA) PTY LTD AS AUDTOR OF BRAINYTOYS LTD

I Catherine Vann being a shareholder of Brainytoys Ltd, hereby nominate BDO Kendalls Audit & Assurance (WA) Pty Ltd of 128 Hay Street, Subiaco, Western Australia 6008 for appointment as auditor of Brainytoys Ltd at its 2007 Annual General Meeting.

We consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of Meeting and Explanatory Statement for the 2007 Annual General Meeting of Brainytoys Ltd as required by section 328B (3) of the Corporations Act 2001.

Signed:

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Catherine Vann

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Special Note: To electronically access Brainytoys Ltd’s 2007 Annual Report, go to Web Address (URL): www.brainytoys.com/annualreport2007

PROXY FORM APPOINTMENT OF PROXY BRAINYTOYS LIMITED ABN 28 001 894 033

I/We

Appoint

being a Member of Brainytoys Limited entitled to attend and vote at the Meeting, hereby Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 10:30am on 30 November 2007 at “The Kitchen Building” Centre for Adult Education, Heathcote, 58-60 Duncraig Road Applecross, Perth Western Australia and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Re-election of Director – Mr Graham Nicol Resolution 2 – Re-election of Director – Appointment of Auditor

If you do not wish to direct your proxy how to vote, please place a mark in this 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 resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this

day of 2007.

By:

Individuals and joint holders Companies (affix common seal if appropriate)

Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

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BRAINYTOYS LIMITED ABN 28 001 894 033

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies, and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. directors of the company;

5. a director and a company secretary of the company; or

6. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

3. To vote by proxy, please complete and sign the proxy form enclosed:

4. (a) send the proxy form by post to Brainytoys Limited, 6-B Bowen Street, O’Connor, Perth, Western Australia 6163; or

5. (b) by facsimile to the Company on facsimile number (08) 9331 8452,

so that it is received not later than 10.30am (WST) on 28 November 2007.

Proxy forms received later than this time will be invalid.

Special Note:

To electronically access Brainytoys Ltd’s 2007 Annual Report, go to Web Address (URL): www.brainytoys.com/annualreport2007

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