Maple Group Acquistion Corporation et al. -- ss. 38, 80 of the CFA and ss. 144, 147 of the Act

Headnote

Order exempting Natural Gas Exchange Inc. from recognition as an exchange and from registration as a commodity futures exchange, and revoking previous exemption order.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 21, 144, 147.

Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 15, 22, 33, 38, 80.

OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario.

IN THE MATTER OF

THE COMMODITY FUTURES ACT,

R.S.O. 1990, CHAPTER C.20, AS AMENDED

(CFA)

AND

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(OSA)

AND

IN THE MATTER OF

MAPLE GROUP ACQUISITION CORPORATION

TMX GROUP INC.

AND

NATURAL GAS EXCHANGE INC. (NGX)

ORDER

(Sections 38 and 80 of the CFA and Sections 144 and 147 of the OSA)

WHEREAS the Commission granted an order dated February 1, 2011 (2011 Order):

(a) pursuant to section 80 of the CFA, exempting NGX from the requirement to be registered as a commodity futures exchange under section 15 of the CFA;

(b) pursuant to section 38 of the CFA, exempting trades by NGX participants (Participants) in Ontario (Ontario Participants) in contracts on NGX (Contracts) from the registration requirement under section 22 of the CFA;

(c) pursuant to section 38 of the CFA, exempting trades by Ontario Participants in Contracts from the requirements under section 33 of the CFA; and

(d) pursuant to section 147 of the OSA, exempting NGX from the requirement to be recognized as a stock exchange under section 21 of the OSA;

AND WHEREAS Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario exempts trades of commodity futures contracts or commodity futures options made on a commodity futures exchange not registered with or recognized by the Commission under the CFA from sections 25 and 53 of the OSA;

AND WHEREAS Maple Group Acquisition Corporation (Maple) commenced a transaction (the Transaction), consisting of a take-over bid (the Offer) involving the initial take up by Maple of a minimum of 70% of the outstanding shares of TMX Group Inc. (Initial Take Up) and a subsequent arrangement the result of which would be the acquisition by Maple of all of the issued and outstanding voting securities of TMX Group Inc. (TMX Group), the holding company parent of NGX;

AND WHEREAS Maple, TMX Group and NGX filed an application (2012 Application) requesting the 2011 Order be revoked and replaced as a result of the Transaction;

AND WHEREAS Maple, TMX Group and NGX have represented to the Commission as follows.

1. NGX is a private company and is a wholly-owned subsidiary of TMX Group Inc., and will continue to be such upon completion of the Transaction.

2. NGX operates an electronic trading system (Trading System), and a clearing and settlement system (Clearing System), based in Calgary, Alberta, for the trading, and/or clearing and settlement, respectively, of Contracts in natural gas, electricity, heat rate and crude oil products.

3. NGX developed the Trading System to provide an electronic platform for trading of energy related commodities by sophisticated parties in a principal to principal market, and as such, the timing of settlement aligns with either standard over-the-counter market settlement conventions or with futures-style settlement conventions.

4. NGX is recognized by the Alberta Securities Commission (ASC) under the Securities Act (Alberta) as an exchange and as a clearing agency by orders dated October 9, 2008 (Exchange Recognition Order and Clearing Agency Recognition Order set out in Schedules "A" and "B", respectively), as amended from time to time, as varied by orders dated April 9, 2009 and July 11, 2012 (Variation Orders set out in Schedules "C" and "D", respectively), and is subject to regulatory oversight by the ASC.

5. NGX has been advised that the Commission and the ASC are each party to the Memorandum of Understanding Respecting the Oversight of Exchanges and Quotation and Trade Reporting Systems (MOU), as amended from time to time, respecting oversight of exchanges and quotation and trade reporting systems, which applies to the oversight of NGX, and under which the ASC is identified as the Lead Regulator that is responsible for the oversight of NGX.

6. The ASC discharges its regulatory oversight over NGX as an exchange and clearing agency through ongoing reporting requirements and by conducting periodic oversight assessments of NGX's operations to confirm that NGX is in compliance with the operating and clearing principles set out in the Exchange Recognition Order and Clearing Agency Recognition Order, respectively.

7. NGX is registered as a Derivatives Clearing Organization by the Commodity Futures Trading Commission (CFTC) under the Commodity Exchange Act (CEA) and is subject to oversight by the CFTC pursuant to the CEA.

8. Access to the Trading System and the Clearing System is restricted to Participants, each of which:

a. has entered into a Contracting Party's Agreement; and

b. has, or is controlled directly or indirectly, by an entity which has a net worth exceeding $5,000,000 or total assets exceeding $25,000,000 (NGX Sophistication Thresholds); and

c. uses the Trading System and Clearing System (if applicable) only as principal.

9. NGX applies its qualification criteria by subjecting each applicant to a due diligence process, which includes: review of constituent documentation and financial statements, conducting searches of relevant financial services information databases and conducting other know-your-client procedures.

10. NGX is required under its regulations to provide to the ASC, on request, access to all records and to cooperate with any other regulatory authority, including making arrangements for information-sharing.

11. Contracts traded on the Trading System are cleared and settled either through NGX's central counterparty clearing house or by the Participants themselves, independent of NGX.

12. Contracts fall under the definitions of "commodity futures contract" or "commodity futures option" set out in section 1 of the CFA. NGX is therefore considered a "commodity futures exchange" as defined in section 1 of the CFA and is prohibited from carrying on business in Ontario unless it is registered or exempt from registration as an exchange under section 15 of the CFA.

13. NGX has been, and seeks to continue, providing Ontario market participants with access to trading in Contracts and as a result, is considered to be "carrying on business as a commodity futures exchange" in Ontario.

14. NGX is not registered with or recognized by the Commission as a commodity futures exchange under the CFA and no Contracts have been accepted by the Director as contemplated under clause 33(a) the CFA, therefore, Contracts are considered "securities" under paragraph (p) of the definition of "security" in subsection 1(1) of the OSA and NGX is considered an "exchange" under the OSA and is prohibited from carrying on business in Ontario unless it is recognized or exempt from recognition under section 21 of the OSA.

15. Ontario Participants may be (i) utilities and other commercial enterprises that are exposed to risks attendant upon fluctuations in the price of a commodity and, to the extent applicable, (ii) investment banking arms of banks and (iii) hedge funds and other proprietary trading firms.

AND WHEREAS subsection 21.2(0.1) of the OSA prohibits a clearing agency from carrying on business in Ontario unless it is recognized by the Commission as a clearing agency or is exempt from the requirement to be recognized by order of the Commission;

AND WHEREAS the definition of clearing agency in the OSA does not include an exchange;

AND WHEREAS NGX is an exchange that also engages in certain clearing agency functions;

AND WHEREAS based on the 2012 Application and the representations made by Maple, TMX Group and NGX to the Commission, the Commission is satisfied that it is not prejudicial to the public interest to revoke the 2011 Order and issue a new order exempting NGX from recognition as an exchange and from registration as a commodity futures exchange, and exempting certain trades in Contracts by Ontario Participants from specified requirements under the CFA;

AND WHEREAS Maple, TMX Group and NGX have agreed to the applicable terms and conditions set out in Schedule E to this order;

IT IS ORDERED by the Commission that:

(a) pursuant to section 80 of the CFA, NGX is exempt from registration as a commodity futures exchange under section 15 of the CFA;

(b) pursuant to section 38 of the CFA, trades in Contracts by Ontario Participants are exempt from the registration requirement under section 22 of the CFA;

(c) pursuant to section 38 of the CFA, trades in Contracts by Ontario Participants are exempt from the requirements under section 33 of the CFA; and

(d) pursuant to section 147 of the OSA, NGX is exempt from recognition as an exchange under section 21 of the OSA;

provided that Maple, TMX Group, and NGX comply with the terms and conditions attached hereto as Schedule "E", as applicable;

AND IT IS ORDERED that, pursuant to subsection 144(1) of the Act, the 2011 Order is revoked.

DATED this 27^th day of July, 2012, and effective upon the completion of the Initial Take Up pursuant to the Offer.

SCHEDULE "A"

ALBERTA SECURITIES COMMISSION

RECOGNITION ORDER

EXCHANGE

Natural Gas Exchange Inc.

Background

1. Natural Gas Exchange Inc. (NGX) has applied to the Alberta Securities Commission (the Commission), pursuant to the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the Act), for the following:

(a) recognition as an exchange for the trading of Contracts (as defined below);

(b) an exemption of NGX's form of exchange contracts;

(c) a registration exemption for the contracting parties (the Contracting Parties) who enter into NGX's standard form trading agreement with NGX (the Contracting Party's Agreement) (the Registration Relief); and

(d) revocation of the Current Decision (as defined below) in Alberta.

2. NGX has concurrently applied to the Commission for recognition as a clearing agency as it also provides clearing and settlement services to Contracting Parties.

Interpretation

3. Unless otherwise defined, terms used in this order have the same meaning as in the Act or in National Instrument 14-101 Definitions.

Representations

4. NGX represents as follows:

(a) NGX operates an electronic trading system (the Trading System) based in Calgary, Alberta, for the trading of natural gas, electricity and related contracts (the Contracts).

(b) NGX has operated the Trading System since 1993 in accordance with the terms and conditions of a series of exemptive relief orders granted by the Commission and other Canadian securities regulatory authorities, the most recent of which is MRRS decision #1662761 dated December 1, 2004 (the Current Decision).

(c) Access to the Trading System in respect of exchange contracts is restricted to Contracting Parties, each of which:

(i) has entered into a Contracting Party's Agreement; and

(ii) has, or has a majority of its voting shares owned by one or more entities each of which has, a net worth exceeding $5 000 000 or total assets exceeding $25 000 000 (the NGX Sophistication Thresholds).

(d) The Contracting Parties use the Trading System only as principals.

Undertakings

5. NGX undertakes:

(a) to comply with applicable securities legislation;

(b) to operate the Trading System in accordance with the operating principles set out in Appendix A to this order (the Operating Principles);

(c) to report to the Commission in accordance with the reporting requirements set out in Appendix B to this order (the Reporting Requirements);

(d) not to enter into any contract, agreement or arrangement that may limit its ability to comply with applicable securities legislation or this order;

(e) to take reasonable steps to ensure that each officer or director of NGX is a fit and proper person for that role and that the past conduct of each officer or director affords reasonable grounds for belief that the officer or director will perform his or her duties with integrity;

(f) to have appropriate conflict of interest provisions for all directors, officers and employees;

(g) to notify the Commission at least 10 business days in advance of entering into any agreement to outsource key Trading System functions;

(h) to notify the Commission at least 10 business days in advance of any significant change in the operation of the Trading System;

(i) to notify the Commission at least 10 business days in advance of any change in the beneficial ownership of NGX;

(j) to use its best efforts to provide the information required in paragraphs 5(g) to (i) above earlier than specified, when possible;

(k) to seek the Commission's prior approval of any significant changes to the NGX Sophistication Thresholds;

(l) to seek the Commission's acceptance of, or an exemption for, any new or revised Contract that differs significantly from the exchange contracts that have already been exempted by the Commission;

(m) to notify the Commission immediately upon NGX becoming aware that any of its representations in this order are no longer true and accurate or that it becomes unable to fulfil any of its undertakings set out in this order; and

(n) to comply with any request from the Executive Director of the Commission for electronic or any other form of access to the Trading System to assist the Commission in its oversight of NGX as an exchange.

Decision

6. Based on the above representations and undertakings the Commission, being satisfied that it would not be prejudicial to the public interest, recognizes NGX as an exchange pursuant to section 62 of the Act, exempts NGX from section 106(b), which requires the Commission's acceptance of the form of NGX's Current Contracts as exchange contracts, pursuant to section 213 and grants the Registration Relief pursuant to section 144(1) of the Act, provided that:

(a) subject to paragraph 5(m) above, the representations made by NGX remain true and accurate; and

(b) NGX fulfils the undertakings given above.

7. Pursuant to section 214 of the Act, the Current Decision is revoked in Alberta.

APPENDIX A

Operating Principles

1. Financial Resources -- The exchange shall maintain adequate financial, operational and managerial resources to operate the Trading System and support its trade execution functions.

2. Operational Information Relating to Trading System and Contracts -- The exchange shall provide disclosure to its participants of information about contract terms and conditions, trading conventions, mechanisms and practices, trading volume and other information relevant to participants.

3. Market Oversight -- The exchange shall establish appropriate minimum standards for participants and programs for on-going monitoring of the financial status or credit-worthiness of participants; monitor trading to ensure an orderly market; maintain authority to collect or capture and retrieve all necessary information; and to intervene as necessary to ensure an orderly market.

4. Rule Enforcement -- The exchange shall maintain adequate arrangements and resources for the effective monitoring and enforcement of its rules and for resolution of disputes and shall have the capacity to detect, investigate and enforce those rules (including the authority and ability to discipline, limit, suspend or terminate a participant's activities for violations of system rules).

5. System Safeguards -- The exchange shall establish and maintain a program of oversight and risk analysis to ensure systems function properly and have adequate capacity and security, including emergency procedures and a plan for disaster recovery to ensure daily processing of transactions; and a program of periodic objective system testing and risk review to assess the adequacy and effectiveness of the Trading System's internal control systems, including a risk review of every new service and significant enhancement to existing services.

6. Record keeping -- The exchange shall maintain records of all activities related to the Trading System's business in a form and manner acceptable to the Commission for a period of five years and provide an undertaking to make books and records available for inspection by Commission representatives on request.

7. Risk management -- The exchange shall identify and manage the risks associated with exchange operations through the use of appropriate tools and procedures such as risk analysis tools and procedures.

8. Governance and Conflicts of Interest -- Establish and enforce rules to minimize conflict of interest in the exchange's decision-making process and appropriate limitations on the use or disclosure of significant non-public information gained through the performance of official duties by board members, committee members or exchange employees or gained through an ownership interest in the exchange.

APPENDIX B

Reporting Requirements

In addition to fulfilling any reporting requirements in applicable securities legislation, the exchange will report as follows to the Commission:

Immediate Reporting

1. NGX will report immediately upon occurrence or upon becoming aware of the existence of:

(a) any event or circumstance or situation that renders, or is likely to render, NGX unable to comply with applicable securities legislation or this order;

(b) any default by NGX that affects its financial resources or its ability to meet its obligations as an exchange, including the particulars of the default and the resolution proposed. NGX shall also provide the Commission with information regarding the impact of the default on the adequacy of NGX's financial resources;

(c) any order, sanction or directive received from, or imposed by, a regulatory or government body;

(d) any investigations of NGX by a regulatory or government body;

(e) any criminal or quasi-criminal charges brought against NGX, any of its subsidiaries, or any of the officers or directors of NGX or its subsidiaries; and

(f) any civil suits brought against NGX, any of its subsidiaries, or any of the officers or directors of NGX or its subsidiaries, that would likely have a significant impact on NGX's business.

Key Event Reporting

2. NGX will report no later than 2 business days of the date of occurrence:

(a) the appointment or resignation of one or more directors of NGX's board of directors,

(b) a change to the senior management team;

(c) any significant changes to the Contracting Party's Agreement.

In the event that a default by a Contracting Party under the Contracting Party's Agreement is not resolved within 2 business days, NGX will report:

(a) such default including particulars of the default, the parties involved in the default, and the method of resolution proposed.

Quarterly Reporting

3. NGX will provide, within 60 days of the end of each fiscal quarter:

(a) an up-to-date list of Contracting Parties; and

(b) interim financial statements.

Annual Reporting

4. NGX will provide, within 90 days of the end of each fiscal year:

(a) audited financial statements; and

(b) a self-assessment of the accomplishments and the challenges faced during the year which will include, but is not limited to:

(i) a summary of NGX's business activity for the year;

(ii) a report of NGX's market share throughout the year;

(iii) a summary of new products introduced and expansion plans that were implemented during the year;

(iv) a report detailing the testing undertaken to ensure the adequacy of system safeguards, including, but not limited to, risk management methodologies, emergency procedures and disaster recovery plans, business continuity and proper functionality of backup facilities;

(v) a summary of staffing changes at NGX during the year; and

(vi) any additional information that NGX considers important.

Other

5. The Executive Director may direct the form of the reporting required and may, pursuant to applicable securities legislation, require further information from NGX.

SCHEDULE "B"

RECOGNITION ORDER

CLEARING AGENCY

Natural Gas Exchange Inc.

Background

1. Natural Gas Exchange Inc. (NGX) has applied to the Alberta Securities Commission (the Commission) for recognition under the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the Act) as a clearing agency.

2. NGX has concurrently applied to the Commission for recognition under the Act as an exchange because it also operates an electronic trading system.

3. The definition of "clearing agency" in the Act does not contemplate an entity that is also an exchange (the Definition Limitation).

Interpretation

4. Unless otherwise defined, terms used in this order have the same meaning as in the Act or in National Instrument 14-101 Definitions.

Representations

5. NGX represents as follows:

(a) NGX operates an electronic clearing system (the Clearing System) based in Calgary, Alberta, for clearing and settlement of natural gas, electricity and related commodity contracts, certain of which constitute exchange contracts, futures contracts or options under the Act (the Contracts).

(b) NGX has operated an electronic trading system (the Trading System) since 1993 in accordance with the terms and conditions of exemptive relief granted by the Commission and other Canadian securities regulatory authorities.

(c) NGX provides clearing and settlement services for Contracts traded through the Trading System and on third party marketplaces.

(d) NGX also provides clearing services for certain over-the-counter transactions that are entered into the Clearing System.

(e) Access to the Clearing System is restricted to entities (Contracting Parties) each of which:

(i) has entered into a contractual agreement (the Contracting Party's Agreement) with NGX; and

(ii) has, or has a majority of its voting shares owned by one or more entities each of which has, a net worth exceeding $5 000 000 or total assets exceeding $25 000 000 (the NGX Sophistication Thresholds).

(f) The Contracting Parties use the Clearing System only as principals.

Undertakings

6. NGX undertakes:

(a) to comply with applicable securities legislation;

(b) to operate the Clearing System in accordance with the clearing principles set out in Appendix A to this order (the Clearing Principles);

(c) to report to the Commission in accordance with the reporting requirements set out in Appendix B to this order (the Reporting Requirements);

(d) not to enter into any contract, agreement or arrangement that may limit its ability to comply with applicable securities legislation or this order;

(e) to take reasonable steps to ensure that each officer or director of NGX is a fit and proper person for that role and that the past conduct of each officer or director affords reasonable grounds for belief that the officer or director will perform his or her duties with integrity;

(f) to notify the Commission at least 10 business days in advance of entering into any agreement to outsource key Clearing System functions;

(g) to notify the Commission at least 10 business days in advance of any significant change in the operation of the Clearing System;

(h) to notify the Commission at least 10 business days in advance of any change in the beneficial ownership of NGX;

(i) to use its best efforts to provide the information required in paragraphs 6(f) to (h) above earlier than specified, when possible;

(j) to seek the Commission's prior approval of any significant changes to the NGX Sophistication Thresholds;

(k) to notify the Commission immediately upon NGX becoming aware that any of its representations in this order are no longer true and accurate or that it becomes unable to fulfil any of its undertakings set out in this order; and

(l) to comply with any request from the Executive Director of the Commission for electronic or any other form of access to the NGX Clearing System to assist the Commission in its oversight of NGX as a clearing agency.

Decision

7. Based on the above representations and undertakings and notwithstanding the Definition Limitation, the Commission, being satisfied that it would not be prejudicial to the public interest, recognizes NGX as a clearing agency pursuant to sections 67 and 213 of the Act, provided that:

(a) subject to paragraph 6(k) above, the representations made by NGX remain true and accurate; and

(b) NGX fulfils the undertakings given above.

APPENDIX A

Clearing Principles

1. Core Principle 1: Financial Resources -- The clearing agency shall demonstrate on an ongoing basis that it has adequate financial, operational, and managerial resources to discharge the responsibilities of a clearing agency.

2. Core Principle 2: Participant and Product Eligibility -- The clearing agency shall maintain: (i) appropriate admission and continuing eligibility standards (including appropriate minimum financial requirements) for its members or participants; and (ii) appropriate standards for determining eligibility of products, agreements, contracts or transactions submitted to the clearing agency.

3. Core Principle 3: Risk Management -- The clearing agency shall maintain the ability to manage the risks associated with discharging the responsibilities of a clearing agency through the use of appropriate tools and procedures.

4. Core Principle 4: Settlement Procedures -- The clearing agency shall maintain the ability to: (i) complete settlements on a timely basis under varying circumstances; (ii) maintain an adequate record of the flow of funds associated with each transaction cleared; and (iii) comply with the terms and conditions of any permitted netting or offset arrangements with other clearing organizations.

5. Core Principle 5: Treatment of Funds -- The clearing agency shall maintain standards and procedures designed to protect and ensure the safety of member or participant funds.

6. Core Principle 6: Default Rules and Procedures -- The clearing agency shall maintain rules and procedures designed to allow for the efficient, fair, and safe management of events of member or participant insolvency or default by the member or participant with respect to its obligations to the clearing agency.

7. Core Principle 7: Rule Enforcement -- The clearing agency shall: (i) maintain adequate arrangements and resources for the effective monitoring and enforcement of compliance with the rules of the clearing agency and for resolution of disputes; and (ii) maintain the authority and ability to discipline, limit, suspend, or terminate a member's or participant's activities for violations of rules of the clearing agency.

8. Core Principle 8: System Safeguards -- The clearing agency shall: (i) maintain a program of oversight and risk analysis to ensure that the automated systems of the clearing agency function properly and have adequate capacity and security; (ii) maintain emergency procedures and a plan for disaster recovery; and (iii) ensure that its systems, including back-up facilities, are annually tested by a qualified professional, sufficient to ensure timely processing, clearing and settlement of transactions.

9. Core Principle 9: Reporting -- The clearing agency shall provide to the Commission all information necessary for the Commission to conduct its oversight function of the clearing agency with respect to the activities of the clearing agency.

10. Core Principle 10: Recordkeeping -- The clearing agency shall maintain records of all activities related to its business as a clearing agency, in a form and manner acceptable to the Commission, for a period of 5 years. The clearing agency shall also maintain a record of allegations or complaints it receives concerning instances of suspected fraud or manipulation in clearing activity.

11. Core Principle 11: Public Information -- The clearing agency shall make information concerning the rules and operating procedures governing the clearing and settlement systems (including default procedures) available to its market participants.

12. Core Principle 12: Information Sharing -- The clearing agency shall: (i) enter into and abide by the terms of all appropriate and applicable domestic and international information-sharing agreements; and (ii) use relevant information obtained from the agreements in carrying out the clearing agency's risk management program.

13. Core Principle 13: Restraint of Trade -- The clearing agency shall avoid: (i) adopting any rule or taking any action that results in any unreasonable restraint of trade; or (ii) imposing any material anticompetitive burden on trading in the regulated markets.

APPENDIX B

Reporting Requirements

In addition to fulfilling any reporting requirements in applicable securities legislation, the clearing agency will report as follows to the Commission:

Immediate Reporting

1. NGX will report immediately upon occurrence or upon becoming aware of the existence of:

(a) any event or circumstance or situation that renders, or is likely to render, NGX unable to comply with applicable securities legislation or this order;

(b) any default by NGX that affects its financial resources or its ability to meet its obligations as a clearing agency, including the particulars of the default and the resolution proposed. NGX shall also provide the Commission with information regarding the impact of the default on the adequacy of NGX's financial resources;

(c) any order, sanction or directive received from, or imposed by, a regulatory or government body;

(d) any investigations of NGX by a regulatory or government body;

(e) any criminal or quasi-criminal charges brought against NGX, any of its subsidiaries, or any of the officers or directors of NGX or its subsidiaries; and

(f) any civil suits brought against NGX, any of its subsidiaries, or any of the officers or directors of NGX or its subsidiaries, that would likely have a significant impact on NGX's business.

Key Event Reporting

2. NGX will report no later than 2 business days of the date of occurrence:

(a) the appointment or resignation of one or more directors of NGX's board of directors;

(b) a change to the senior management team;

(c) any significant changes to the Contracting Party's Agreement.

In the event that a default by a Contracting Party under the Contracting Party's Agreement is not resolved within 2 business days, NGX will report:

(a) such default including particulars of the default, the parties involved in the default, and the method of resolution proposed.

Quarterly Reporting

3. NGX will provide, within 60 days of the end of each fiscal quarter:

(a) a description of any significant margin requirement exceptions that NGX allowed during that quarter;

(b) an up-to-date list of Contracting Parties; and

(c) interim financial statements.

Annual Reporting

4. NGX will provide, within 90 days of the end of each fiscal year:

(a) audited financial statements; and

(b) a self-assessment of the accomplishments and the challenges faced during the year, which will include, but is not limited to:

(i) a summary of NGX's business activity for the year;

(ii) a summary of new products introduced and expansion plans that were implemented during the year;

(iii) a report detailing the testing undertaken to ensure the adequacy of system safeguards including, but not limited to, risk management methodologies, emergency procedures and disaster recovery plans, business continuity and proper functionality of backup facilities;

(iv) a summary of staffing changes at NGX during the year; and

(v) any additional information that NGX considers important.

Triennial Reporting

5. Every three years NGX will provide a report of a review conducted by an independent party, assessing NGX's clearing operations risk and controls.

Other

6. The Executive Director may direct the form of the reporting required and may, pursuant to applicable securities legislation, require further information from NGX.

SCHEDULE "C"

ALBERTA SECURITIES COMMISSION

VARIATION ORDER

Natural Gas Exchange Inc.

Background

1. Natural Gas Exchange Inc. (NGX) has applied to the Alberta Securities Commission (Commission) for an order under sections 63(1)(b) and 67(3)(b) of the Securities Act (Alberta) (Act) to vary two orders dated October 9, 2008 recognizing NGX as a clearing agency and as an exchange (the Recognition Orders, cited respectively as Natural Gas Exchange Inc., 2008 ABASC 583 and Natural Gas Exchange Inc., 2008 ABASC 584).

Interpretation

2. Unless otherwise defined, terms used in this order have the same meaning as in the Act, in National Instrument 14-101 Definitions, or in the Recognition Orders.

Representations

3. NGX represents that:

(a) the variation would allow NGX to offer crude oil commodity contracts (Crude Oil Contracts) on the NGX Trading and Clearing Systems and, in turn, allow NGX's Contracting Parties to transact in Crude Oil Contracts on the NGX Trading and Clearing Systems;

(b) the addition of Crude Oil Contracts will not impact NGX's ability to comply with the terms and conditions of the Recognition Orders; and

(c) NGX will continue to comply with all terms and conditions of the Recognition Orders, including the Operating Principles and Clearing Principles.

Decision

4. Based on the above representations, the Commission, considering that it would not be prejudicial to the public interest to do so, orders pursuant to section 214(1) of the Act that paragraph 5(a) of the clearing agency Recognition Order and paragraph 4(a) of the exchange Recognition Order are varied by deleting "natural gas, electricity and related contracts" and substituting "natural gas, electricity, crude oil and related contracts".

SCHEDULE "D"

ALBERTA SECURITIES COMMISSION

EXCHANGE AND CLEARING AGENCY RECOGNITIONS: VARIATION

Natural Gas Exchange Inc.

Background

1. The Alberta Securities Commission (the Commission) recognized Natural Gas Exchange Inc. (NGX) as an exchange under section 62 of the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the Act) by Commission order Re Natural Gas Exchange Inc., 2008 ABASC 584 and as a clearing agency under section 67 of the Act by Commission order Re Natural Gas Exchange Inc., 2008 ABASC 583 (respectively, each as varied by Re Natural Gas Exchange Inc., 2009 ABASC 163, the NGX Exchange Recognition Order and the NGX Clearing Agency Recognition Order; together, the NGX Recognition Orders).

2. NGX is a subsidiary of TMX Group Inc. (TMX Group).

3. TMX Group is the subject of a take-over bid by Maple Group Acquisition Corporation (Maple) which, if successful, is to be followed by an arrangement (together with the take-over bid, the Transaction), the result of which would be the acquisition by Maple of all the issued and outstanding voting securities of TMX Group.

4. Variation of the NGX Recognition Orders is appropriate in light of the Transaction.

Interpretation

5. Unless otherwise defined herein, terms used in this order have the same meaning as in the Act or in National Instrument 14-101 Definitions.

Order

6. The Commission, considering that it would not be prejudicial to the public interest, orders under section 214(1) of the Act that the NGX Recognition Orders are varied by adding, as paragraph 5(f.1) to the NGX Exchange Recognition Order and as paragraph 6(e.1) to the NGX Clearing Agency Recognition Order, the following undertaking of NGX:

to establish, maintain and require compliance with policies and procedures that:

(i) identify and manage any conflicts of interest or potential conflicts of interest, real or perceived, arising from NGX's operations or regulatory functions;

(ii) require that confidential information regarding NGX's operations or regulatory functions, or regarding an NGX marketplace participant, which is obtained by an individual who is a partner, director, officer or employee of a shareholder of Maple through that individual's involvement in the management or oversight of NGX's operations or regulatory functions:

A. be kept separate and confidential from the business or other operations of the individual and the relevant Maple shareholder, except with respect to information the disclosure of which is necessary to carry out the individual's responsibilities for the management or oversight of NGX's operations or regulatory functions and with respect to which the individual exercises due care in disclosing the information; and

B. not be used to provide an advantage to the Maple shareholder or its affiliated entities;

(iii) require a review, not less frequently than annually, of the effectiveness of and compliance with the policies and procedures established in accordance with this paragraph [f.1; / e.1;]; and

(iv) require NGX to make publicly available on its website the policies it establishes in accordance with this paragraph [f.1; / e.1;].

For the Commission:

SCHEDULE "E"

TERMS AND CONDITIONS

MEETING CRITERIA FOR EXEMPTION FOR RECOGNITION

1. NGX will continue to meet the criteria for exemption from recognition for a derivatives exchange attached as Appendix 1 to this schedule, as applicable.

2. NGX will continue to meet the criteria for recognition and exemption from recognition for a clearing agency attached as Appendix 2 to this schedule, as applicable.

REGULATION AND OVERSIGHT OF MAPLE, TMX GROUP AND NGX

3. NGX will maintain its recognition as an exchange and a clearing agency with the ASC and will continue to be subject to the regulatory oversight of the ASC.

4. NGX will comply with the ongoing requirements set out in the ASC Exchange Recognition Order, Clearing Agency Recognition Order, and Variation Orders, as amended from time to time.

5. Maple and TMX Group will cause NGX to comply with the ongoing requirements set out in the ASC Exchange Recognition Order, Clearing Agency Recognition Order, and Variation Orders, as amended from time to time.

6. Each of Maple and TMX Group must do everything within its control, which would include cooperating with the Commission as needed, to cause NGX to carry out its activities as an exchange exempted from recognition under section 21 of the OSA and as a commodity futures exchange exempted from registration under section 15 of the CFA and in compliance with Ontario securities law.

ACCESS

7. Each Participant is a sophisticated party that meets the NGX Sophistication Thresholds.

8. All orders for Contracts transmitted to the Trading System by an Ontario Participant pursuant to the relief herein will be solely as principal.

PRODUCTS

9. Contracts traded on the Trading System are only for natural gas, electricity, oil, heat rate products related to the gas and electricity markets, and renewable energy certificates.

SUBMISSION TO JURISDICTION AND AGENT FOR SERVICE

10. For greater certainty, NGX submits to the non-exclusive jurisdiction of (i) the courts and administrative tribunals of Ontario and (ii) an administrative proceeding in Ontario, in a proceeding arising out of, related to or concerning or in any other manner connected with the activities of NGX in Ontario.

11. For greater certainty, NGX will file with the Commission a valid and binding appointment of an agent for service in Ontario upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding arising out of or relating to or concerning the activities of NGX in Ontario.

FILING REQUIREMENTS

ASC Filings

12. NGX will provide to staff of the Commission, concurrently, all notices and reports it is required to provide to or file with the ASC pursuant to the undertakings given by NGX in the Exchange Recognition Order and Clearing Agency Recognition Order, except:

(a) reports on defaults by a contracting party not resolved within 2 days;

(b) with respect to the self-assessment to be provided on an annual basis;

i. the summary of NGX's business activities,

ii. the report on NGX's market share,

iii. the summary of new products and expansion plans implemented during the year, and

iv. the summary of staffing changes; and

(c) the description of significant margin exceptions.

Prompt Notice

13. NGX will promptly notify staff of the Commission of any of the following:

(a) any material change to the business or operations of NGX or the information as provided in the Application;

(b) any change in the NGX Sophistication Thresholds;

(c) any change or proposed change to the Exchange Recognition Order or the Clearing Agency Recognition Order;

(d) any proposed undertaking, or any proposed change to an undertaking, provided by NGX, Maple or TMX Group to the ASC in connection with the recognition of NGX as an exchange or a clearing agency;

(e) any change to the regulatory oversight of NGX by the ASC; and

(f) any material problem with the clearance and settlement of transactions in contracts cleared by NGX that could materially affect the viability of NGX.

Quarterly Reporting

14. NGX will maintain the following updated information and submit such information to the Commission on at least a quarterly basis, and at any time promptly upon the request of staff of the Commission:

(a) a current list of all Ontario Participants;

(b) a list of all Ontario Participants against whom disciplinary action has been taken in the last quarter by NGX or the ASC with respect to activities on NGX;

(c) a list of all investigations by NGX relating to Ontario Participants; and

(d) a list of all Ontario applicants who have been denied membership to NGX.

INFORMATION SHARING

15. Upon request by the Commission, directly or through the ASC as the case may be, NGX must, and must cause its affiliated entities to, promptly provide the Commission any and all data, information and analyses in the custody or control of NGX or any of its affiliated entities, without limitations, redactions, restrictions or conditions, including, without limiting the generality of the foregoing:

(a) data, information and analyses relating to all of its or their businesses;

(b) data, information and analyses of third parties in its or their custody or control;

(c) any information within the possession of NGX, or over which NGX has control, relating to Participants and the market, clearing and settlement operations of NGX, including, but not limited to, lists of Participants, products, trading information, clearing and settlement information, and disciplinary decisions; and

(d) any information used by NGX in carrying out its responsibilities for market oversight, including any and all order and trade information, as required by the Commission.

16. NGX will share information and otherwise cooperate with other recognized or exempt exchanges, recognized self-regulatory organizations, other recognized or exempt clearing agencies, investor protection funds, and other appropriate regulatory bodies.

17. The disclosure or sharing of information by or pertaining to an affiliated entity of NGX in accordance with sections 15 and 16 above will be subject to any provisions contained in any order issued by the Commission recognizing the affiliated entity as an exchange under section 21 of the Act or as a clearing agency under section 21.2 of the Act that would otherwise have limited the information required to be provided by the affiliated entity if the request had instead been made by the Commission to the affiliated entity pursuant to such order.

APPENDIX 1

CRITERIA FOR EXEMPTION FROM RECOGNITION OF A DERIVATIVES EXCHANGE

RECOGNIZED IN ANOTHER JURISDICTION

OF THE CANADIAN SECURITIES ADMINISTRATORS

PART 1 REGULATION OF THE EXCHANGE

1.1 Regulation of the Exchange

The exchange is recognized or authorized by another securities commission or similar regulatory authority in Canada and, where applicable, is in compliance with National Instrument 21-101 -- Marketplace Operation and National Instrument 23-101 -- Trading Rules, each as amended from time to time.

PART 2 GOVERNANCE

2.1 Governance

The governance structure and governance arrangements of the exchange ensure:

(a) effective oversight of the exchange,

(b) that business and regulatory decisions are in keeping with its public interest mandate,

(c) fair, meaningful and diverse representation on the board of directors (Board) and any committees of the Board, including:

(i) appropriate representation of independent directors, and

(ii) a proper balance among the interests of the different persons or companies using the services and facilities of the exchange,

(d) the exchange has policies and procedures to appropriately identify and manage conflicts of interest, and

(e) there are appropriate qualifications, remuneration, limitation of liability and indemnity provisions for directors, officers and employees of the exchange.

2.2 Fitness

The exchange has policies and procedures under which it will take reasonable steps, and has taken such reasonable steps, to ensure that each director and officer is a fit and proper person.

PART 3 REGULATION OF PRODUCTS

3.1 Review and Approval of Products

The products traded on the exchange and any changes thereto are reviewed by the appropriate securities commission or similar regulatory authority, and are either approved by the appropriate authority or are subject to requirements established by the authority that must be met before implementation of a product or of changes to a product.

3.2 Product Specifications

The terms and conditions of trading the products are in conformity with the usual commercial customs and practices for the trading of such products.

3.3 Risks Associated with Trading Products

The exchange maintains adequate provisions to measure, manage and mitigate the risks associated with trading products on the exchange including, but not limited to, margin requirements, intra-day margin calls, daily trading limits, price limits, position limits, and internal controls.

PART 4 ACCESS

4.1 Fair Access

(a) The exchange has established appropriate written standards for access to its services including requirements to ensure

(i) participants are appropriately registered as applicable under Ontario securities laws or Ontario commodity futures laws, or exempted from these requirements,

(ii) the competence, integrity and authority of systems users, and

(iii) systems users are adequately supervised.

(b) The access standards and the process for obtaining, limiting and denying access are fair, transparent and applied reasonably.

(c) The exchange does not

(i) permit unreasonable discrimination among participants, or

(ii) impose any burden on competition that is not reasonably necessary and appropriate.

PART 5 REGULATION OF PARTICIPANTS ON THE EXCHANGE

5.1 Regulation

The exchange has the authority, resources, capabilities, systems and processes to allow it to perform its regulation functions, whether directly or indirectly through a regulation service provider, including setting requirements governing the conduct of its participants, monitoring their conduct, and appropriately disciplining them for violations of exchange requirements.

PART 6 RULEMAKING

6.1 Purpose of Rules

(a) The exchange has rules, policies and other similar instruments (Rules) that are designed to appropriately govern the operations and activities of participants.

(b) The Rules are not contrary to the public interest and are designed to

(i) ensure compliance with securities legislation and derivatives legislation, as applicable,

(ii) prevent fraudulent and manipulative acts and practices,

(iii) promote just and equitable principles of trade,

(iv) foster co-operation and co-ordination with persons or companies engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities or derivatives, as applicable,

(v) provide a framework for disciplinary and enforcement actions, and

(vi) ensure a fair and orderly market.

PART 7 DUE PROCESS

7.1 Due Process

For any decision made by the exchange that affects a participant, or an applicant to be a participant, including a decision in relation to access, exemptions, or discipline, the exchange ensures that:

(a) parties are given an opportunity to be heard or make representations, and

(b) it keeps a record of, gives reasons for, and provides for appeals or reviews of its decisions.

PART 8 CLEARING AND SETTLEMENT

8.1 Clearing Arrangements

The exchange has appropriate arrangements for the clearing and settlement of transactions through a clearing agency{1}.

8.2 Regulation of the Clearing Agency

The clearing agency is subject to acceptable regulation.

8.3 Access to the Clearing Agency

(a) The clearing agency has established appropriate written standards for access to its services.

(b) The access standards for clearing members and the process for obtaining, limiting and denying access are fair, transparent and applied reasonably.

8.4 Sophistication of Technology of Clearing Agency

The exchange has assured itself that the information technology used by the clearing agency has been adequately reviewed and tested and provides at least the same level of safeguards as required of the exchange.

8.5 Risk Management of Clearing Agency

The exchange has assured itself that the clearing agency has established appropriate risk management policies and procedures, contingency plans, default procedures and internal controls.

PART 9 SYSTEMS AND TECHNOLOGY

9.1 Systems and Technology

Each of the exchange's critical systems has appropriate internal controls to ensure completeness, accuracy, integrity and security of information, and, in addition, has sufficient capacity and business continuity plans to enable the exchange to properly carry on its business. Critical systems are those that support the following functions:

(a) order entry,

(b) order routing,

(c) execution,

(d) trade reporting,

(e) trade comparison,

(f) data feeds,

(g) market surveillance,

(h) trade clearing, and

(i) financial reporting.

9.2 Information Technology Risk Management Procedures

The exchange has appropriate risk management procedures in place including those that handle trading errors, trading halts and circuit breakers.

PART 10 FINANCIAL VIABILITY

10.1 Financial Viability

The exchange has sufficient financial resources for the proper performance of its functions and to meet its responsibilities.

PART 11 TRANSPARENCY

11.1 Transparency

The exchange has adequate arrangements to record and publish accurate and timely trade and order information. This information is provided to all participants on an equitable basis.

PART 12 RECORD KEEPING

12.1 Record Keeping

The exchange has and maintains adequate systems in place for the keeping of books and records, including, but not limited to, those concerning the operations of the exchange, audit trail information on all trades, and compliance with, and/or violations of Exchange requirements.

PART 13 OUTSOURCING

13.1 Outsourcing

Where the exchange has outsourced any of its key services or systems to a service provider, it has appropriate and formal arrangements and processes in place that permit it to meet its obligations and that are in accordance with industry best practices.

PART 14 FEES

14.1 Fees

(a) All fees imposed by the exchange are reasonable and equitably allocated and do not have the effect of creating an unreasonable condition or limit on access by participants to the services offered by the exchange.

(b) The process for setting fees is fair and appropriate, and the fee model is transparent.

PART 15 INFORMATION SHARING AND REGULATORY COOPERATION

15.1 Information Sharing and Regulatory Cooperation

The exchange has mechanisms in place to enable it to share information and otherwise co-operate with the Commission, recognized self-regulatory organizations, other recognized or exempt exchanges, clearing agencies, investor protection funds, and other appropriate regulatory bodies.

{1} For the purposes of these criteria, "clearing agency" also means a "clearing house".

APPENDIX 2

CRITERIA FOR RECOGNITION AND EXEMPTION FROM

RECOGNITION AS A CLEARING AGENCY

PART 1 GOVERNANCE

1.1 The governance structure and governance arrangements of the clearing agency ensures:

(a) effective oversight of the clearing agency;

(b) the clearing agency's activities are in keeping with its public interest mandate;

(c) fair, meaningful and diverse representation on the governing body (Board) and any committees of the Board, including a reasonable proportion of independent directors;

(d) a proper balance among the interests of the owners and the different entities seeking access (participants) to the clearing, settlement and depository services and facilities (settlement services) of the clearing agency;

(e) the clearing agency has policies and procedures to appropriately identify and manage conflicts of interest;

(f) each director or officer of the clearing agency, and each person or company that owns or controls, directly or indirectly, more than 10 percent of the clearing agency is a fit and proper person; and

(g) there are appropriate qualifications, limitation of liability and indemnity provisions for directors and officers of the clearing agency.

PART 2 FEES

2.1 All fees imposed by the clearing agency are equitably allocated. The fees do not have the effect of creating unreasonable barriers to access.

2.2 The process for setting fees is fair and appropriate, and the fee model is transparent.

PART 3 ACCESS

3.1 The clearing agency has appropriate written standards for access to its services.

3.2 The access standards and the process for obtaining, limiting and denying access are fair and transparent. A clearing agency keeps records of:

(a) each grant of access including, for each participant, the reasons for granting such access; and

(b) each denial or limitation of access, including the reasons for denying or limiting access to an applicant.

PART 4 RULES AND RULEMAKING

4.1 The clearing agency's rules are designed to govern all aspects of the settlement services offered by the clearing agency, and

(a) are not inconsistent with securities legislation;

(b) do not permit unreasonable discrimination among participants; and

(c) do not impose any burden on competition that is not necessary or appropriate.

4.2 The clearing agency's rules and the process for adopting new rules or amending existing rules should be transparent to participants and the general public.

4.3 The clearing agency monitors participant activities to ensure compliance with the rules.

4.4 The rules set out appropriate sanctions in the event of non-compliance by participants.

PART 5 DUE PROCESS

5.1 For any decision made by the clearing agency that affects an applicant or a participant, including a decision in relation to access, the clearing agency ensures that:

(a) an applicant or a participant is given an opportunity to be heard or make representations; and

(b) the clearing agency keeps a record of, gives reasons for, and provides for appeals or reviews of, its decisions.

PART 6 RISK MANAGEMENT

6.1 The clearing agency's settlement services are designed to minimize systemic risk.

6.2 The clearing agency has appropriate risk management policies and procedures and internal controls in place.

6.3 Without limiting the generality of the foregoing, the clearing agency's services or functions are designed to achieve the following objectives:

(a) Where the clearing agency acts as a central counterparty, it rigorously controls the risks it assumes.

(b) The clearing agency minimizes principal risk by linking securities transfers to funds transfers in a way that achieves delivery versus payment.

(c) Final settlement occurs no later than the end of the settlement day. Intraday or real-time finality is provided where necessary to reduce risks.

(d) Where the clearing agency extends intraday credit to participants, including a clearing agency that operates net settlement systems, it institutes risk controls that, at a minimum, ensure timely settlement in the event that the participant with the largest payment obligation is unable to settle.

(e) Assets used to settle the ultimate payment obligations arising from securities transactions carry little or no credit or liquidity risk. If central bank money is not used, steps are to be taken to protect participants in settlement services from potential losses and liquidity pressures arising from the failure of the cash settlement agent whose assets are used for that purpose.

(f) If the clearing agency establishes links to settle cross-border trades, it designs and operates such links to reduce effectively the risks associated with cross-border settlements.

6.4 The clearing agency engaging in activities not related to settlement services carries on such activities in a manner that prevents the spillover of risk to the clearing agency that might affect its financial viability or negatively impact any of the participants in the settlement service.

PART 7 SYSTEMS AND TECHNOLOGY

7.1 For its settlement services systems, the clearing agency:

(a) develops and maintains,

(i) reasonable business continuity and disaster recovery plans,

(ii) an adequate system of internal control,

(iii) adequate information technology general controls, including controls relating to information systems operations, information security, change management, problem management, network support, and system software support;

(b) on a reasonably frequent basis, and in any event, at least annually, and in a manner that is consistent with prudent business practice,

(i) makes reasonable current and future capacity estimates,

(ii) conducts capacity stress tests to determine the ability of those systems to process transactions in an accurate, timely and efficient manner,

(iii) tests its business continuity and disaster recovery plans; and

(c) promptly notifies the regulator of any material systems failures.

7.2 The clearing agency annually engages a qualified party to conduct an independent systems review and prepare a report in accordance with established audit standards regarding its compliance with paragraph 7.1(a).

PART 8 FINANCIAL VIABILITY AND REPORTING

8.1 The clearing agency has sufficient financial resources for the proper performance of its functions and to meet its responsibilities and allocates sufficient financial and staff resources to carry out its functions as a clearing agency in a manner that is consistent with any regulatory requirements.

PART 9 OPERATIONAL RELIABILITY

9.1 The clearing agency has procedures and processes to ensure the provision of accurate and reliable settlement services to participants.

PART 10 PROTECTION OF ASSETS

10.1 The clearing agency has established accounting practices, internal controls, and safekeeping and segregation procedures to protect the assets that are held by the clearing agency.

PART 11 OUTSOURCING

11.1 Where the clearing agency has outsourced any of its key functions, it has appropriate and formal arrangements and processes in place that permit it to meet its obligations and that are in accordance with industry best practices. The outsourcing arrangement provides regulatory authorities with access to all data, information, and systems maintained by the third party service provider required for the purposes of regulatory oversight of the agency.

PART 12 INFORMATION SHARING AND REGULATORY COOPERATION

12.1 The clearing agency cooperates by sharing information or otherwise with the Commission and its staff, self-regulatory organizations, exchanges, quotation and trade reporting systems, alternative trading systems, other clearing agencies, investor protection funds, and other appropriate regulatory bodies.