MACRO METALS LIMITED — Director's Dealing 2005

Aug 18, 2005

Final Director's Interest Notice

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 30/9/2001.

	Name of entity Brainytoys Limited
ABN	28 001 894 033

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Ian Allen
Date of last notice	18 October 2004
Date that director ceased to be director	19 August 2005

Part 1 - Director's relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Number & class of securities

Part $2$ – Director's relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest	Number $\&$ class of securities
Controlling Shareholder of following entity
Lanzerac Nominees Pty Ltd	466,667 Ordinary Fully Paid Shares 733,333 25c Options expiring 30 June 2009

Part 3 - Director's interests in contracts

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

Final Director's Interest Notice

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 30/9/2001.

	Name of entity Brainytoys Limited
ABN	28 001 894 033

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Howard Read
Date of last notice	26 October 2004
Date that director ceased to be director	19 August 2005

Part 1 - Director's relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Number & class of securities

200,000 Ordinary Fully Paid Shares 600,000 25c Options expiring 30 June 2009

Part $2$ – Director's relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest	Number & class of securities

Part 3 - Director's interests in contracts

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

Initial Director's Interest Notice

Name of entity	Brainytoys Limited
ABN	28 001 894 033

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Robert Edgar Thomas Towner
Date of appointment	19 August 2005

Part 1 - Director's relevant interests in securities of which the director is the registered holder

Number & class of securities

50,000 Ordinary Shares 107,500 25cent Options expiring 30 June 2009

Part 2 – Director's relevant interests in securities of which the director is not the registered holder

&. of of holder nature Name	Number & class of Securities
interest
Controlling Shareholder of following entities:
Mandolin Pty Ltd	150,000 Ordinary Shares
	37,500 25cent Options expiring 30 June 2009
Mandolin Pty Ltd	305,012 Ordinary Shares
	52,500 25cent Options expiring 30 June 2009
Jarramount Pty Ltd	2500 25cent Options expiring 30 June 2009

Part 3 - Director's interests in contracts

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

Appendix 3Y Change of Director's Interest Notice

Name of entity	Brainytoys Limited BRT
ABN	28 001 894 033

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Brett Fraser
Date of last notice	11 April 2005

Part 1 - Change of director's relevant interests in securities

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Controlling Shareholder of following entity
Pinewood Asset Pty Ltd	500,000 25cent Options expiring 30 June 2009
Date of change	3 June 2005
No. of securities held prior to change	166,666 25cent Options expiring 30 June 2005
Class	Options 25cent Options expiring 30 June 2005
Number acquired	500,000
Number disposed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	666,666 25cent Options expiring 30 June 2005
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Issue of Options

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

New issue announcement, application for quotation of additional securities and agreement

Name of entity Brainytoys Limited

ABN

28 001 894 033

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Options

• $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ 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)

2,000,000

25cent Options expiring 30 June 2009

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)

$No$ – upon exercise of the options into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities. The option does not entitle the holder to participate in the next dividend or interest payment.

Options issued pursuant to General Meeting held 19 May 2005

$\overline{7}$ Dates of entering *securities into uncertificated holdings or despatch of certificates

8

3 June 2005

Nil

	Number	+ Class
Number and class of all securities quoted on ASX (including the securities in clause	16,415,299
2 if applicable)

$\overline{9}$ Number and "class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
10,054,498	Options to acquire one $(1)$ share in the Company exercisable on or before 30 June 2009

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

$N/A$

Part 2 - Bonus issue or pro rata issue

• $11$ Is security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the "securities will be offered.
• ⁺Class of ⁺securities to which the 14 offer relates
• 15 ⁺Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in 17 relation to fractions
• 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 $N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$No$

$N/A$

$N/A$

$N/A$

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee	N/A
	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	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do *security holders sell their entitlements in full through a broker?	N/A
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A

32 How do *security holders dispose of $N/A$ their entitlements (except by sale through a broker)?

$N/A$

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities $(iick one)$

⁺Despatch date

• Securities described in Part 1 $(a)$
• $(b)$ 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

33

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 are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ $100,001$ and over

37

A copy of any trust deed for the additional *securities

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)

Number and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Number	+ Class

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\mathcal{D}$ 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.
• 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.

• $\overline{3}$ 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.

• $\overline{4}$ 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.

JAY STEPHENSON COMPANY SECRETARY