Who we are
Sigma2 Private Placements is a Canadian Exempt Market Dealer connecting qualified investors with private market opportunities across a broad range of asset classes.
Covering Canada From Coast-to-Coast: Sigma2 is registered with the Ontario Securities Commission (OSC) and the Autorité des marchés financiers (AMF) in Québec.
Immersed in the Universe of High Net Worth: As the subsidiary of a private family office, we bring hands-on experience across diverse investment strategies and structures. We are also uniquely connected within the Canadian family office and high-net-worth investor community, providing direct insight into investor preferences and access to established relationships. This perspective informs our approach to both issuer support and investor alignment.
Cost Sensitive: We offer a flexible, modular platform that extends beyond core compliance and onboarding, enabling issuers to tailor their market entry, manage costs, and scale efficiently. Our network includes an active base of Canadian accredited investors with recent private market allocations.
We Know the Market: Our team brings deep experience across capital markets, private investments, regulatory compliance, and investor engagement, with a practical understanding of how to structure, position, and distribute offerings effectively within the Canadian exempt market.
Our Services: High Value-Add / Controlled Costs
Capital Introduction
We can augment your capital raising efforts in Canada through introductions to Canadian Accredited Investors within our network, many of whom have invested through us in the past. Introduction options include one-on-one, small seminar style meetings and support at Canadian investor conferences.
Compliance Services
Sigma2’s Compliance systems and software are designed specifically for Canada’s Exempt Markets and the Qualification of Accredited Investors. This enables you to remain fully compliant for the life of the investment vehicle.
Investor Onboarding
Sigma2 provides a continuum of investor onboarding options specifically designed to maintain full compliance while helping Issuers control the cost of operating within the Canadian Exempt Market universe.
Guide for Issuers Raising CapitalThe Short Answer
We are not lawyers and we cannot and do not provide legal advice. We share this to help you frame the conversation with qualified securities counsel.
Sometimes even if you are selling only to accredited investors. Canadian securities law separates two key requirements: - the prospectus requirement, and - the dealer registration requirement Relying on the accredited investor exemption removes the need for a prospectus, but it does not automatically eliminate the requirement to use a registered dealer, such as an Exempt Market Dealer (EMD). The central legal question is whether you are “in the business of trading securities.” If the answer may be yes, regulators generally expect securities to be distributed through a registered dealer or by a registered firm.
Why This Matters
Canadian securities regulators actively enforce dealer registration rules, particularly in the exempt market. In several enforcement cases involving pooled investment vehicles, regulators found issuers had effectively acted as dealers and required them to retain an EMD for suitability reviews and pay significant administrative penalties. Penalties in these cases have reached $100,000 to $400,000 or more.
Regulatory Factors Considered
Canadian regulators assess whether an issuer is “in the business of trading securities” based on the totality of its conduct.
Key factors include: - Frequency of capital raising - Active solicitation of investors (including conferences and marketing) - Compensation tied to capital raising - Intermediation between investors and investment vehicles - Scale of investor participation No single factor is determinative, regulators assess the overall pattern of conduct.
Accredited Investors: What Changes?
Selling only to accredited investors removes the prospectus requirement. However, it does not remove the dealer registration requirement. Issuer-direct distributions are more likely to be acceptable where: - the financing is limited or one-time - investors are institutional or known to the issuer - no one receives transaction-based compensation - there is no active marketing Where capital raising becomes structured or repeated, regulators may still expect dealer involvement.
Ongoing Fundraising and Pooled Investment Vehicles
Regulatory scrutiny increases where issuers operate pooled investment vehicles, structures where multiple investors combine capital into a single managed investment. Examples include mortgage investment corporations, real estate investment funds, private credit funds, venture capital funds, infrastructure projects, syndicated mortgages, and limited partnerships. Where these vehicles continuously raise capital, regulators may conclude the issuer is engaged in dealer activity.
Conferences and Investor Promotion
Industry conferences are a common feature of capital raising. Participation becomes higher risk where it is used to promote a specific investment opportunity, encourage attendees to invest, distribute offering materials, collect investor contact information, or arrange follow-up meetings.
Risk increases where issuers pay to appear as speakers or panelists, as this may indicate systematic marketing of securities. Where conference participation becomes part of an organized investor acquisition strategy, regulators may view the activity as securities solicitation, which is typically expected to occur through a registered dealer.
Practical Rule of Thumb
If raising capital is becoming part of your business model, regulators may expect a registered dealer to be involved.
What Enforcement Cases Show
In Kuber Mortgage Investment Corporation, the issuer raised approximately $26 million from about 200 investors without dealer registration. Regulators required retention of an EMD and imposed a $400,000 penalty. In Moskowitz Capital Management, the issuer raised approximately $31.7 million from over 100 investors. Regulators required retention of an EMD and imposed $350,000 in penalties. These decisions demonstrate that regulators will treat issuer fundraising as dealer activity where it becomes organized, repeated, or broadly marketed.
When in Doubt
Where the analysis is unclear, many issuers choose to work with an Exempt Market Dealer rather than rely solely on issuer exemptions. Doing so can provide compliance support, investor onboarding, and reduced regulatory risk.
Further Reading
When Must Issuers Use an Exempt Market Dealer?
CSA Staff Notice 31-103 – Registration Requirements
National Instrument 45-106 – Prospectus Exemptions
Kuber Mortgage Investment Corporation (Re), 2020 ONSEC 10
Moskowitz Capital Management Inc. (Re), Capital Markets Tribunal (2021)
Selected Funds and Platforms
Representative mandates across a diverse range of industries and geographic regions including North America, the United States, Europe, and international markets.
Current Mandates
Global
North American Middle-Market Private Equity Vehicle for UHNWI and Single Family Offices
International
Artificial Intelligence Accelerator and Innovation Strategy Fund
North America
Tax Advantaged Mortgage and Real Estate and Credit Strategy Fund
United States
Engineering and Technical Solutions Provider LP
International
Fleet Telematics and Connected Mobility Software Provider
Completed Mandates
United States & Europe
Cosmetic and Specialist Physician Practice Platform LP
Canada / U.S.
Managed IT, Cloud, and Cybersecurity Services Platform LP
United States
Broadband Infrastructure and Rural Connectivity Provider LP
United States
Real Estate Advisory and Investment Platform LP
Mountain West / Southwest United States
Fast-Casual Restaurant Growth Platform LP
Central / Western United States
Multi-State Quick-Service Franchise Platform LP
North America
Branded Seasonings and Sauces Consumer Products Business LP
East Asia
Cold Chain Storage and Logistics Platform LP
United States
Distributed Energy Infrastructure and Mobile Power Generation Platform LP
United States
Mission-Critical Infrastructure and Field Services Business LP
North America
Sales Performance and Professional Training Platform LP
North America
Multi-Brand Consumer Products and Operating Platform LP
This page is for informational purposes only and does not constitute an offer to sell or a solicitation to buy any security. Past engagements are not necessarily indicative of future results.
Meet the Team
Ronald Mayers
Chief Executive Officer
Ron brings deep experience across private markets, capital formation, and investor engagement. He has held multiple senior leadership roles including Vice Chairman at Canadian Tier 1 financial institutions and asset management platforms, where he focused on strategic growth, capital markets activity, and advising institutional and high-net-worth clients.
A pioneer in Canadian alternative investments, Ron built and managed one of Canada’s earliest hedge funds and led alternative trading strategies within a globally recognized investment bank. He later developed a fully integrated alternative investment platform for a family office, including multiple direct investments alongside other leading family offices.
Ron leads Sigma2’s strategy, leveraging long-standing relationships within the Canadian and US family office and high-net-worth investor community with a focus on disciplined execution and alignment between issuers and investors.
Michael Marianer
Chief Financial Officer
Michael brings deep experience across family office management, private markets, and real estate investing, with a focus on capital allocation, underwriting, and financial oversight.
He currently serves as Partner and CFO at Gimlet Holdings, L.P., where he leads strategic planning, deal underwriting, and investment management across a diversified portfolio spanning private credit, private equity, and real estate.
Prior to Gimlet, Michael held senior leadership roles including General Manager and CFO at Mitelman and Managing Director at Esmarko Capital, where he oversaw investments across real estate, financial services, and manufacturing, working closely with operating partners and stakeholders to drive performance and value creation.
Earlier in his career, Michael built a strong technical foundation in public accounting at Deloitte and BDO Canada, advising clients on tax strategy, audit, and financial reporting across a range of industries.
Jamie Ritchie
Senior Investment Consultant
Jamie brings deep experience across family offices, private markets, and investment advisory, with a focus on investor engagement, capital formation, and strategic relationships. At Sigma2, he works closely with high-net-worth investors and family offices, supporting capital raising and alternative investment initiatives across an extensive network.
Previously, Jamie held business development and investment roles at Visavis Investment Counsel and Pandion Investments, combining client engagement with direct experience in public and private markets. He began his career at Pavilion Global Markets, where he spent over two decades building a broad and enduring network across the investment landscape.
Jamie is known for his connectivity and trusted relationships within the family office and high-net-worth community, with a focus on delivering access, alignment, and long-term partnerships.
Cedric Leblanc
Regulatory Compliance Advisor
Cedric brings extensive experience across regulatory compliance, private markets, and financial services, with a focus on building scalable, business-aligned compliance frameworks.
Cedric has held many senior compliance roles, which allows him to lead compliance programs across investment platforms and supports product development, distribution, and operational expansion. At Sigma 2, he serves as Regulatory Compliance Officer where he works closely with leadership to embed compliance into the firm’s growth and operating strategy.
He is known for a practical, solutions-driven approach to compliance, while bringing great precision to detail, effectively enabling firms to grow with confidence while maintaining strong regulatory standards.
Jason Jiang
Compliance Analyst
Jason brings experience across compliance and operations within private market environments. He has supported a range of operational and regulatory initiatives, contributing to internal processes, reporting, and overall business activities.
He is involved in core compliance functions and works across both operational and analytical areas, supporting structured processes and effective execution.
With a background in finance, Jason is known for his process-driven approach, attention to detail, and proactive mindset.
At Sigma2, Jason supports compliance and operations, helping ensure alignment with regulatory requirements and internal standards while contributing to the firm’s broader investment and client service activities.
Owen Liesemer
Compliance Analyst
Owen brings experience in investment analysis, financial research, and compliance within private market environments. He has supported investment and operational activities across asset management and alternative investment platforms, contributing to financial analysis, portfolio monitoring, and internal reporting processes.
With a strong foundation in finance and economics, Owen has worked across both analytical and operational functions, supporting disciplined investment processes and effective execution.
At Sigma2, Owen supports compliance and operations, helping ensure alignment with regulatory requirements and internal standards while contributing to the firm’s broader investment and client service activities.
Marina Slivca
Accountant
Marina supports accounting and bookkeeping functions within private market environments. She is involved in day-to-day financial operations, including maintaining records, processing transactions, and assisting with reconciliations and reporting.
With a foundation in accounting and finance, Marina contributes to ensuring accurate and organized financial information while supporting ongoing operational needs.
At Sigma2, Marina supports the accounting function, helping maintain financial records, assist with reporting processes, and ensure adherence to internal procedures and standards.
Contact Us
Raising Capital?
If you are a founder, issuer, or fund manager seeking exempt market dealer support, contact our team.
Interested in Direct Investments?
If you are an accredited investor interested in learning more about direct investment opportunities through our family office platform, submit your information below.