EXHIBIT 99.1
Form 51-102F3
Material Change Report
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Item 1 | Name and Address of Company |
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| CoolBrands International Inc. (“CoolBrands”) |
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Item 2 | Date of Material Change |
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| September 8, 2006 |
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Item 3 | News Release |
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| A press release was issued by Canada Newswire on September 1, 2006. |
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Item 4 | Summary of Material Change |
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| On September 1, 2006, Eskimo Pie Corporation, a subsidiary of CoolBrands, entered into an asset purchase agreement with Denali New Berlin, LLC and Denali Ingredients, LLC to sell its Value America flavors and ingredients division for a purchase price of approximately US$10 million. |
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Item 5 | Full Description of Material Change |
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| On September 1, 2006, Eskimo Pie Corporation, a subsidiary of CoolBrands, entered into an asset purchase agreement with Denali New Berlin, LLC and Denali Ingredients, LLC to sell its Value America flavors and ingredients division, a division of CoolBrands that manufactures and sells a full line of quality flavors, chocolate coatings, fudge sauces, powders for chocolate milk, eggnog bases and other ingredients for a purchase price of approximately US$10 million. |
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| The transaction is expected to close in September 2006. Net proceeds from the transaction will be used to repay a portion of CoolBrands’ outstanding debt. |
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| A copy of the asset purchase agreement has been filed with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission and is available atwww.sedar.com andwww.sec.gov. |
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Item 6 | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
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| Not Applicable. |
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Item 7 | Omitted Information |
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| Not Applicable. |
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Item 8 | Executive Officer |
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| For further information, please contact David J. Stein, Chief Executive Officer, CoolBrands at (631) 737-9700. |
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Item 9 | Date of Report |
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| September 8, 2006 |