NOTICE OF CHANGE OF AUDITOR
TO: BDO Dunwoody LLP, Chartered Accountants
AND TO: BDO Seidman, LLP, Certified Public Accountants
It is proposed that CoolBrands International Inc. (the "Corporation") will
change its auditor from BDO Dunwoody LLP, Chartered Accountants, Toronto,
Ontario, Canada (the "former auditor") to BDO Seidman, LLP, Certified Public
Accountants, Melville, New York, U.S.A. (the "successor auditor"), effective as
of the close of the Annual and Special Meeting of Shareholders of the
Corporation scheduled to be held on February 27, 2006 (the "Annual and Special
Meeting").
The Audit Committee's recommendation for the change of auditor to the Board of
Directors was made as a result of several factors, including that in addition to
a majority of the Corporation's business being located in the United States,
during the past year the Corporation has changed its financial reporting from
Canadian generally accepted accounting principles to United States generally
accepted accounting principles and has divested itself of the franchise
division, the only significant Canadian-based operation of the Corporation. The
Corporation believes that BDO Seidman, LLP is therefore able to serve the
Corporation more efficiently from its office in Melville, New York, U.S.A. than
BDO Dunwoody LLP in Toronto, Canada.
In accordance with National Instrument 51-102 - Continuous Disclosure
Obligations ("NI 51-102"), the Corporation reports that:
1. the former auditor has therefore been terminated as auditor of the
Corporation effective the close of the Meeting;
2. the former auditor will not be proposed to shareholders at the
Meeting for reappointment;
3. there were no reservations in the former auditor's reports in
connection with the audits of the two most recently completed fiscal
years and any period subsequent to the most recently completed
fiscal year for which an audit report was issued and preceding the
date of expiry of the former auditor's term of office; and
4. there are no "reportable events" as such term is defined in NI
51-102.
The change of auditor and the recommendation to appoint the successor auditor
was approved by the audit committee and the board of directors of the
Corporation.
DATED this 11th day of January, 2006.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ David Stein
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David Stein
President and Chief Executive Officer
[IBDO LOGO] BDO Seidman, LLP 330 Madison Avenue
Accountants and Consultants New York, New York 10017
Telephone: (212) 885-8000
Fax: (212) 697-1299
January 11, 2006
Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Autorite des marches financiers
- L'Agence nationale d'encadrement du secteur financier
Office of the Administrator, New Brunswick
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Securities Commission of Newfoundland and Labrador
Dear Sirs/Mesdames:
Re: CoolBrands International Inc. - Change of Auditor
Pursuant to National Instrument 51-102 - Continuous Disclosure Obligations, we
have reviewed the information contained in the Notice of Change of Auditor of
CoolBrands International Inc. dated January 11, 2006 (the "Notice") and, based
on our knowledge of such information at this time, we agree with the statements
made in the Notice as it pertains to our being proposed as the new auditors
effective as of the close of the Annual and Special Meeting of Shareholders,
scheduled to be held on February 27, 2006.
Yours very truly,
/s/ BDO Seidman, LLP
Certified Public Accountants
Melville, New York
[IBDO LOGO] BDO Dunwoody LLP Royal Bank Plaza
Chartered Accountants P.O. Box 32
and Advisors Toronto Ontario Canada M5J 2J8
Telephone: (416) 865-0200
Telefax: (416) 865-0887
www.bdo.ca
January 11, 2006
Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Autorite des marches financiers
- L'Agence nationale d'encadrement du secteur financier
Office of the Administrator, New Brunswick
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Securities Commission of Newfoundland and Labrador
Dear Sirs/Mesdames:
Re: CoolBrands International Inc. - Change of Auditor
Pursuant to National Instrument 51-102 - Continuous Disclosure Obligations, we
have reviewed the information contained in the Notice of Change of Auditor of
CoolBrands International Inc. dated January 11, 2006 (the "Notice") and, based
on our knowledge of such information at this time, we agree with the statements
made in the Notice.
Yours very truly,
/s/ BDO Dunwoody LLP
Chartered Accountants
Toronto, Ontario
BDO Dunwoody LLP is a Limited Liability Partnership registered in Ontario