Settlement Agreement

Firethorn Partners, LLC and

Narinder Paul Singh Bains

Securities Act, RSBC 1996, c. 418

1. The Executive Director of the British Columbia Securities Commission (the Executive Director), Firethorn Partners LLC (Firethorn) and Narinder Paul Singh Bains (Bains), agree as follows:
   
   Agreed Statement of Facts
   Background 
   
   1.      Firethorn was incorporated on July 21, 2017, in Delaware, USA.  Its head office is in and it operates from Vancouver, BC.
   
   2.      Firethorn is not registered under the Act, but has been registered in the USA as an investment advisor since October 2017.
   
   3.      Bains is a BC resident who is not currently registered under the Act but has a history of registration including:
   
   (a)   Chief Compliance Officer (Investment Fund Manager) from January 25, 2011 to January 06, 2016,
   (b)   Chief Compliance Officer (Portfolio Manager) from January 26, 2011 to January 06, 2016, and
   (c)   Advising Representative (Portfolio Manager) from September 28, 2009 to January 06, 2016.
   
   4.      Bains owns a controlling interest in Firethorn.
   
   5.      Neither Bains nor Firethorn has a history of regulatory misconduct in Canada.
   
   6.      In January 2018, while residing in BC, Bains registered in the USA as an advising representative with Firethorn.
   
   7.      In November 2018, Bains applied for registration under the Act as an advising representative, chief compliance officer and ultimate designated person of a new firm that proposes to commence business as a registered adviser in BC.
   
   8.      Bains engaged a compliance consultant to assist him with the preparation and filing of his registration application. While all dealings with staff in relation to his application were handled through the compliance consultant, Bains was ultimately responsible for providing the information in and filing of his registration application.

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