Who is Virtus Capital Management?

Virtus Capital Management (formerly STEVLOC) is a boutique Exempt Market Dealer headquartered in Toronto, Ontario.

Source: https://www.securities-administrators.ca/nrs/nrsFirmSearchResults.aspx?mode=QS&type=F&firm=virtus

What is the Exempt Market?

The "exempt securities market" in Canada describes the portion of the capital markets for which certain exemptions are provided under provincial securities legislation from the full requirements of prospectus disclosure and certain retail client sales requirements. This section of the capital markets is also known as the Private Capital Market. 

Source: https://www.pcmacanada.com/page/ESM?

Examples of activity in the exempt market include:

  • Canadian and foreign companies, both public and private, selling securities to institutional investors and qualified investors
  • Canadian and foreign hedge funds and pooled funds selling securities to institutional investors and qualified investors

Generally, securities offered to the public in Ontario must be offered under a prospectus, which is a document that provides detailed information about the security and the company offering it. However, there are some exceptions to this rule that allow securities to be offered without a prospectus, called prospectus exemptions.​ These prospectus exemptions can help a company raise money without the time and expense of preparing a prospectus.

Investors who buy securities through prospectus exemptions generally do not have the benefit of ongoing information about the security that they are buying or the company selling it. As well, they often do not have the ability to easily resell the security.

Source: http://www.osc.gov.on.ca/en/exempt-market.htm#what-is-the-exempt-market

What is an Exempt Market Dealer (EMD)?

Exempt Market Dealers (EMDs) are fully registered securities dealers who engage in the business of trading in prospectus exempt securities, or any securities to qualified exempt market clients. EMDs may focus on certain market sectors (e.g. oil and gas, real estate, minerals, technology, etc.) or may have a broad cross sector business model. Clients of EMDs include companies, institutional investors, accredited investors (sophisticated or high net worth individuals who are eligible to trade securities in the exempt market), or eligible investors who are qualified to purchase exempt securities pursuant to an offering memorandum.

EMDs provide many valuable services to small, medium and large businesses, investment funds, merchant banks, financiers, entrepreneurs, and individual investors, through their ability to participate in the promotion, distribution and trading (i.e., buying and selling) of prospectus exempt securities, as either a principal or agent.

EMDs are subject to full dealer registration and compliance requirements and are directly regulated by the provincial securities commissions. EMDs are required to meet all dealer obligations which include: educational proficiency, capital and solvency, insurance, audited financial statements, know your client, know your product, trade suitability, compliance systems, record keeping, client statements, trade confirmations, disclosure of conflicts of interest and referral arrangements, etc. The EMD category of registration exists in all provinces and territories of Canada.

Source: https://www.pcmacanada.com/page/ESM?

Why work with an Exempt Market Dealer?

Owner–operated companies, established private and public companies, and companies with requirements beyond bank, credit or ‘friends and family’ financing will value the expertise of an Exempt Market Dealer (EMD).

Legal Protection In Ontario, the Ontario Securities Commission registers dealers and prescribes compliance and regulatory standards for an EMD to conduct their securities dealer services with clients.

Peace of Mind

By ensuring your financial experts are registered as an EMD, you can trust they are appropriately regulated and managed by securities professionals who adhere to high standard of compliance and client service. EMDs are accountable for their compliance practices and acting in good faith and in the best interests of their clients.


EMDs pass a series of exams to ensure proficiency. In addition, compliance rules are in place to ensure that a strict code of conduct and proper client processes are followed to ensure fair and transparent service. Also, EMDs must file audited financial statements, and maintain minimum levels of capital and insurance.

Best Practices Ensured

The conduct of the EMD is set by regulation and the EMD must earn a license. EMDs are subject to proficiency, capital and operational requirements. EMDs are required by law to have audited financial statements, a minimum of $50,000 working capital, and periodic statements to clients if there are transactions undertaken on their behalf, as well as insurance in place to cover a wide range of client issues.

Broader Capabilities

The EMD offers a pool of sophisticated investors and minimizes many of the complicated and expensive requirements of the public equity markets. EMDs are experts in the purchase and sale of exempt market securities and often specialize in raising capital in particular industries: real estate, construction, mining, oil & gas, food technology, biotechnology, manufacturing, etc. EMDs are allowed to offer clients a far wider range of financial opportunities than a financial adviser doing M&A or sale of companies.

Dispute Resolution Mechanism

If there is an issue with the financial adviser, there is an independent dispute resolution option available. This ensures that any client complaints are resolved by independent industry experts focused on a win/win solution.

Source: https://www.pcmacanada.com/page/ExemptMarketDealers?

What is a Dealing Representative?

A Dealing representative may act as a dealer or an underwriter in respect of a security that the individual’s sponsoring firm is permitted to trade or underwrite.

A dealing representative of an exempt market dealer must not act as a dealer on behalf of the exempt market dealer unless any of the following apply:

(a) the individual has passed the Canadian Securities Course Exam;

(b) the individual has passed the Exempt Market Products Exam;

(c) the individual satisfies the conditions set out in section 3.11 [portfolio manager – advising representative].

Source: https://www.osc.gov.on.ca/documents/en/Securities-Category3/rule_20090717_31-103_national-instrument.pdf

Who are our Dealing Representatives? Check registration here: https://www.securities-administrators.ca/nrs/nrsFirmSearchResults.aspx?mode=QS&type=F&firm=virtus

What is your Dealing Representative's obligation to you?

Your dealing representative must gather information about you in order to determine whether a potential investment is suitable for you. Your dealing representative is required to deal with you fairly, honestly and in good faith.

Source: http://www.albertasecurities.com/Regulatory%20Instruments/5380701-v1-ASC_Notice_31-701.PDF

How do I contact a Dealing Representative?

Please click HERE and one of our Dealing Representatives will reach out to you shortly

Why is suitability important?

You and your dealing representative should start by having a comprehensive discussion about your personal circumstances, including your investment needs and objectives, financial situation, investment knowledge, experience, and risk tolerance. Your dealing representative can then offer you potential suitable investments, and explain how a proposed investment is suitable for you in light of the information you have provided.

Source: http://www.albertasecurities.com/Regulatory%20Instruments/5380701-v1-ASC_Notice_31-701.PDF

EMDs must follow the same "Know Your Client" and "Know Your Product" procedures and carry the same "Suitability" obligations as other registered dealers (e.g. investment dealers, mutual fund dealers and scholarship plan dealers). These requirements ensure that each client's personal, financial and investment profile is understood and confirmed prior to any trading activity. EMDs must also ensure that any security they recommend is suitable for a particular client by considering the particular investment product as well as each individual client's investment goals and profile.

Source: https://www.pcmacanada.com/page/Thecapitalmarkets?

Investor qualifications?

An Accredited investor is a person or entity that can deal with securities not registered with financial authorities by satisfying one of the requirements regarding income, net worth, asset size, governance status or professional experience. 

Similar to an accredited investor, an Eligible investor must meet specific requirements based on net worth, income and suitability in order to invest in exempt market securities.

Source: http://www.nemaonline.ca/images/infographic/NEMA_Infographic_Ontario.pdf

Current Investment Opportunities?

Current Investment Opportunities: https://virtuscapitalmgmt.com/investment-opportunities

Contact a Dealing Representative HERE and we will arrange a meeting to assess your qualification and suitability for our investment offerings.

What is a proprietary product?

From NI 31-103, section 14.2:
In this section, “proprietary product” means a security of an issuer if one or more of the following apply:
(a) the issuer of the security is a connected issuer of the registered firm;
(b) the issuer of the security is a related issuer of the registered firm;
(c) the registered firm or an affiliate of the registered firm is the investment fund manager or portfolio manager of the issuer of the security.

Source: http://www.osc.gov.on.ca/documents/en/Securities-Category3/rule_20180621_31-103_client-focused-reforms.pdf

What proprietary products does Virtus Capital Management currently offer?

Virtus Financial Group of Companies Inc. has several offerings available through Virtus Capital Management Inc., the Exempt Market Dealer. All Virtus Financial Group offerings are proprietary products. For more information on these products, please refer to their respective Opportunities page.

Ontario Retail/Residential Limited Partnership

The Limited Partnership is a ‘related issuer’ and a ‘connected issuer’ (together a “related and connected issuer”) to the Agent, Virtus Capital Management Inc., under applicable securities legislation. The Promoter owns a controlling interest in the Agent and is its President and Chief Executive Officer as well as being the principal and sole shareholder, director and officer of the General Partner and the Financial Agent. Nona Baglione, a dealing representative of the Agent who acts on behalf of the Agent in connection with the Offering, is the spouse of the Promoter and principal of the General Partner and Financial Agent. See the Offering Memorandum under Item 5.2(c) - Subscription Procedure - Related and Connected Issuer.

Raleigh Management & Leasing Capital Corp.

The Corporation expects that the Bonds will be sold to investors by Virtus Capital Management Inc. (VCMI), an Exempt Market Dealer. VCMI is related to the Corporation as Aurelio Baglione, an officer, director and shareholder of VCMI is also the sole officer and director of the Corporation and is a shareholder of the Corporation. In addition, the spouse of Mr. Baglione, Nona Baglione, a dealing representative of VCMI, may sell some of the Bonds to clients of VCMI.  As a result of the foregoing, VCMI and the Corporation are considered to be “related” and “connected” in accordance with securities laws and as a consequence the relationship between the Corporation and VCMI may lead a reasonable prospective purchaser of Bonds to question the independence of such parties for purposes of the distribution of Bonds under this Offering. VCMI, prior to trading with or advising their clients, shall inform clients of the relevant relationships and connections with the Corporation. See the Offering Memorandum under Item 7 - Compensation Paid to Sellers and Finders - Related & Connected Issuer Matters.

Virtus Real Estate Investment Trust

Some directors and officers of Virtus Capital Management Inc. are also Trustees of Virtus REIT. These persons (as well as other shareholders of Virtus Capital Management Inc.) are also directors, officers and/or shareholders of Virtus Capital Corporation, Virtus Asset Management Inc. and Virtus Real Estate GP Inc. STEVLOC Management Inc., Virtus Capital Corporation and Virtus Asset Management Inc. provide services to and receive fees from Virtus REIT. Virtus Real Estate GP Inc. receives distributions from Virtus Real Estate Limited Partnership. Under applicable securities legislation, Virtus REIT may be considered to be a connected issuer of Virtus Capital Management Inc. See the Offering Memoradum under Item 2.2 – Our Business - Management of Virtus REIT – The Wealth Manager.

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