MACRO METALS LIMITED — Capital/Financing Update 2007

Oct 10, 2007

BRAINYTOYS LIMITED ABN 28 001 894 033

SUPPLEMENTARY PROSPECTUS

This Supplementary Prospectus is dated 11 October 2007 and is supplementary to the prospectus dated 7 September 2007 issued by Brainytoys Limited (ABN 28 001 894 033) ( Company ) ( Prospectus ).

This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission ( ASIC ) on 11 October 2007. The ASIC does not take any responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus.

This document is important and should be read in its entirety. Please consult your legal, financial or other professional adviser if you do not fully understand the contents.

1. UPDATE TO PROSPECTUS

The purpose of this Supplementary Prospectus is to make two principal changes to the Prospectus, both of which related to the terms of the offer.

Firstly, the Company has been informed that Mr Dennis McIntyre is no longer the authorised representative for Halifax Investor Services. Accordingly the Company is removing references to Mr Dennis McIntyre from the Prospectus. Mr McIntyre will not be paid any fees or granted any options and no other authorised representative is being named in relation to the Prospectus.

Secondly, the Company has decided to extend the offer beyond paid subscribers of the “21st Century Investor” newsletter, to the general public. Accordingly the Company is removing references to paid subscribers of the “21st Century Investor” newsletter from the Prospectus.

The amendments below effect those changes.

2. AMENDMENTS TO THE PROSPECTUS

The Company advises that it amends the Prospectus as follows:

Cover Page

By deleting the following sentence:

“For the issue of up to 7,000,000 fully paid ordinary shares in the capital of the Company, to paid subscribers of the “21st Century Investor” newsletter, at a price of 8.5 cents per share to raise up to $595,000 ( Offer ).”

And inserting the following sentence in its place:

“For the issue of up to 7,000,000 fully paid ordinary shares in the capital of the Company, at a price of 8.5 cents per share to raise up to $595,000 ( Offer ).”

Important Notices

The Timetable and Important Dates section is amended as follows:

Lodgement of Prospectus with the ASIC and ASX 7 September 2007 Opening Date 10 September 2007 Closing Date 30 October 2007 Expected date of Official Quotation of the Shares 8 November 2007

Section 2.1

By deleting the following paragraphs:

“By this Prospectus, the Company invites paid subscribers of the “21st Century Investor” newsletter to apply for a total of up to 7,000,000 Shares at an issue price of 8.5 cents per Share payable in full on application to raise up to $595,000.

The Directors reserve the right to accept oversubscriptions from paid subscribers of the “21st Century Investor” newsletter, up to a maximum of 2,000,000 Shares which would raise an additional $170,000.”

And inserting the following paragraphs in that place:

“By this Prospectus, the Company offer for subscription up to 7,000,000 Shares at an issue price of 8.5 cents per Share payable in full on application to raise up to $595,000.

The Directors reserve the right to accept oversubscriptions up to a maximum of 2,000,000 Shares which would raise an additional $170,000.”

Section 2.3

By deleting the following paragraph:

“Attention: Dennis McIntyre (as authorised representative of Halifax Investor Services) 21st Century Investor PO BOX 4376 CASTLECRAG NSW 2068

or”

Section 2.5

By deleting the following sentence:

“The Directors in conjunction with Dennis McIntyre, as authorised representative of Halifax Investor Services, will determine the allottees of all the Shares.”

And inserting the following paragraph in its place:

“The Directors will determine the allottees of all the Shares.”

Section 2.13

By deleting the following paragraph:

“Dennis McIntyre (as authorised representative of Halifax Investor Services)

This is a supplementary prospectus dated (*) October 2007 to be read in conjunction with the Prospectus dated 7 September 2007 as issued by Brainytoys Limited (ABN 28 001 894 033)

21st Century Investor

Tel: 1300 664 285 Fax: (02) 9 417 8388 Email: Info@21stcenturyinvestor.com.au

or”

By inserting Section 2.14

“Commissions on Application Forms

The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed, and Options as calculated using the formula below, to any licensed securities dealers or Australian Financial Services licensee in respect of valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

Allocations of Options will be calculated using the following formula:

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Section 4

By deleting the following sentence:

“The Company will issue up to another 1,500,000 Options at the completion of the Offer pursuant to an agreement with Dennis McIntyre, as authorised representative of Halifax Investor Services.”

And inserting the following sentence in its place:

“The Company will issue up to another 1,500,000 Options at the completion of the Offer to licensed securities dealers or Australian Financial Services licensee in respect of valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee.”

Section 7.5

By deleting the following paragraph:

“Dennis McIntyre as authorised representative of Halifax Investor Services acts as Manager to the Offer. Dennis McIntyre as authorised representative of Halifax Investor Services will be paid up to approximately $35,700 for services provided in relation to this Prospectus. In the last 2 years Dennis McIntyre as authorised representative of Halifax Investor Services has not received any other payment from the Company for his services.”

Application Form

By deleting the words “Attention: Dennis McIntyre, 21st Century Investor, PO BOX 4376, CASTLECRAG NSW 2068”.

This is a supplementary prospectus dated (*) October 2007 to be read in conjunction with the Prospectus dated 7 September 2007 as issued by Brainytoys Limited (ABN 28 001 894 033)

3. DIRECTORS’ AUTHORISATION

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Signed for and on behalf of BRAINYTOYS LIMITED By Charles MacKinnon

Note: All other details in relation to the terms of the Offer and other matters under the Prospectus remain unchanged. The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor.

This is a supplementary prospectus dated (*) October 2007 to be read in conjunction with the Prospectus dated 7 September 2007 as issued by Brainytoys Limited (ABN 28 001 894 033)