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Compliance : 20230706IB

Newlook Capital Dental Services Trust

Investor Eligibility : RRSP, RRIF, RDSP, RHSA, RESP, TFSA
Minimum Investment : $10,000
Total Target Return :
9% Target Distribution 
December 2023 : Active

Newlook Capital Dental Services Trust : Key Investment Highlights

Newlook Capital is a private equity firm that currently manages two industry-specialized funds. Each fund has its own focused, experienced, and aligned management and a defined strategy.

Newlook Capital Dental Fund

Newlook Capital Industrial Services Fund II

Newlook Capital Industrial Services Trust

Newlook Capital Industrial & Infrastructure Services Fund III

Dentalook is a privately-owned, multi-city, multi-clinic group of practices operating in Ontario, Saskatchewan and Alberta. Dentalook prides itself on providing patients with a better overall dental experience.


Led by Dr. Said Mazahreh DDS (Dr. Sam) as President and CEO

10+ Years of Experience Acquiring and Growing Dental Practices

9% Target Distribution

$40m+ Total Revenue

Newlook Capital Dental Services Trust : Fund Structure

Investors subscribe for trust units of the Dental Fund1.


Dental Fund uses proceeds from the issuance of trust units to purchase 9% secured debentures of Dentalook2.


Dentalook uses proceeds from the issuance of debentures to invest in dental clinics (restricted assets vs. non-restricted assets)


The debentures and the corresponding trust units have a five- year term, subject to two one-year extensions


Dental Fund uses interest earned on the debentures to provide investors a target 9% annual distribution, payable quarterly


Income earned by the dental clinics are streamed up to Dentalook through the corporate structure which is intended to allow Dentalook to service the 9% interest on the debentures.


(1) “Dental Fund” means Newlook Capital Dental Services Trust. (2) “Dentalook” means Dentalook Inc

Newlook Capital Dental Services Trust : Fund Portfolio

Dental Fund Portfolio


Total Number of Patients


Total Number of Dentists


Total Number of Hygenists


Total Number of Operatories


Total Number of Clinics


Total Number of Therapists

Newlook Capital Dental Services Trust : Investment Highlights

9% Target Distribution

Annual Distribution Paid Quarterly (1)


Minimum Investment


Capital Raised

Investment Highlights

Account Eligibility

Qualified under the Income Tax Act for registered plans (RRSP, RRIF, RDSP, RHSA RESP and TFSA)

Five Year

Investment term with two one-year extension options (at the discretion of Dentalook)

Liquidity (2)

Quarterly cash redemption threshold of $50K

1. Distributions are not guaranteed.
2. Please refer to Item 2.7.1 - Declaration of Trust - Redemption of Trust Units in 
the Offering Memorandum for additional details.

Newlook Capital Dental Services Trust : Risks

FAQs, Risk Factors and Redemption Limitations to Consider (1) (2)


  • 9% target distribution, payable quarterly (as income)

  • Five-year term with two one- year extension options (at the discretion of Dentalook)

  • Debenture secured by assets of Dentalook

  • Maximum senior debt of 25% of aggregate principal amount of debentures


  • In-house recruitment, marketing & branding by Dentalook head office

  • Dr. Sam brings > 15 years of experience through a variety of roles in dental sector

  • Key Man Insurance and alignment

  • Governance: Independent review committee reviews conflicts, acquisition being consistent with investment criteria of the Dental Fund and expense allocation

  • Management and investor alignment

Risk Factors

  • Dependence on key personnel

  • Industry Risks including changes to technology in equipment, supply of dental associates, etc.

  1. For a complete list of risks associated with this investment, please refer to Item 10 – Risk Factors of the Offering Memorandum.

  2. Please note that there is no guarantee that the redemption price will be the same as the purchase price. Redemption notes may be given for notices in excess of the aggregate quarterly cash limit of $50,000, and redemption notes are not eligible to be held in exempt plans under the Income Tax Act (Canada). For more information, please refer to Item 2.7.1 Declaration of Trust – Redemption of Trust Units of the Offering Memorandum.

Newlook Capital Dental Services Trust : Disclaimers & Appendix


Investment in securities of the Fund involves a degree of risk and is suitable only for investors who can withstand the loss of their investment. No assurance, representation, or warranty can be given that the Fund’s investment objectives will be achieved or that investors will receive a return of their invested capital.

Legal Notice No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document or the Offering Memorandum. The securities referred to herein will only be offered and sold in such jurisdictions where they may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. There is no guarantee of performance, and past or projected performance is not indicative of future results. Prospective purchasers should review the Offering Memorandum in its entirety for a complete description of Dental Fund and its risks and consult their registered dealers before making an investment. This document contains statistical data, market research and industry forecasts that were obtained from government or other industry publications and reports or were based on estimates derived from such publications and reports. Government and industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. While Dental Fund believes this data to be reliable, market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Dental Fund has not independently verified any of the data from independent third-party sources referred to in this document or ascertained the underlying assumptions relied upon by such sources. This document contains certain statements or disclosures that may constitute forward-looking information under applicable securities laws. All statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Dental Fund believes, anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Forward-looking information presented in this document includes, but is not limited to: investment objectives and strategy; target annual distribution; management’s belief that dental practices provide a consistent and stable recurring source of revenue, growth opportunities and the terms of investment. Various assumptions are applied in drawing conclusions set out in forward-looking information, including assumptions set forth in the Offering Memorandum, including those factors and assumptions set out under the heading “Forward-Looking Information”. The forward-looking information in this document is based (in whole or in part) upon factors which may cause actual results, performance or achievements and Dental Fund and the to differ materially from those contemplated (whether expressly or by implication) in the forward-looking information, including those risks described under “Risk Factors” in the Offering Memorandum. Dental Fund has included the above summary of forward-looking information in order to provide prospective purchasers with a more complete perspective on Dental Fund’s current and future operations and such information may not be appropriate for other purposes. These forward- looking statements are made as of May 29, 2023 and Dental Fund disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. Prospective purchasers should read the entire Offering Memorandum and consult with their own professional advisors to ascertain and assess the income tax, legal, risks and other aspects of their investment in Dental Fund. The forward-looking statements contained in this document are expressly qualified by the foregoing cautionary statements. Securities legislation in certain of the provinces and territories of Canada provides purchasers with a statutory right of action for damages or rescission in cases where an offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a misrepresentation”). These rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by purchasers within the time limits prescribed and are subject to the defenses and limitations contained under the applicable securities legislation. Please refer to “Investor’s Rights” in the Offering Memorandum. The securities referred to herein may only be sold to prospective investors who reside in certain provinces of Canada and who meet certain eligibility criteria on a basis which is exempt from the prospectus requirements of applicable Canadian securities laws. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or the securities laws of any state of the United States and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act).
Disclaimer memorandum dated May 29, 2023 (the “Offering Memorandum”) An offering information securities regulatory authorities in each of the jurisdictions where a distribution has occurred or will occur pursuant to the Offering Memorandum. A copy of the Offering Memorandum is required to be delivered to you at t h e same time or before you sign t h e agreement to purchase t h e securities described in this document pursuant to the Offering Memorandum. This document does not provide disclosure of all information required for a n investor to make a n informed investment decision. Investors should read t h e Offering Memorandum of Newlook Capital Dental Services Trust, especially t h e risk factors relating to the issuer and the securities offered, before making an investment decision.

Pinnacle Wealth Brokers Inc.

Internal Compliance Audit : Newlook Capital Dental Services Trust 20230706IB : 1,4,5,8,12,19,22,23

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