TMX Group Inc. -- s. 1(6) of the OBCA

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO)

R.S.O. 1990, c. B.16, AS AMENDED

(the OBCA)

AND

IN THE MATTER OF

TMX GROUP INC.

(the Applicant)

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA.

2. The Applicant's authorized capital consists of an unlimited number of common shares (Common Shares).

3. The head office of the Applicant is located at the Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2.

4. On June 13, 2011, TMX Group Limited (formerly, Maple Group Acquisition Corporation) (Maple) made a formal offer, as subsequently varied and extended (the Maple Offer), to purchase a minimum of 70% to a maximum of 80% of the outstanding Common Shares. The Maple Offer expired on August 10, 2012.

5. The Maple Offer was part of an integrated acquisition transaction to acquire 100% of the Common Shares involving the first step Maple Offer followed by a second step share exchange transaction pursuant to a court-approved plan of arrangement (the Subsequent Arrangement) under which the remaining Common Shares (other than those held by Maple) were exchanged for common shares of Maple on a one-for-one basis.

6. On August 10, 2012, an aggregate of 59,759,757 Common Shares, which represented 80% of all outstanding Common Shares, were acquired under the Maple Offer.

7. On September 14, 2012, the remaining Common Shares that were not acquired under the Maple Offer were acquired by Maple pursuant to the Subsequent Arrangement.

8. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by Maple as sole securityholder.

9. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of the start of trading on September 19, 2012.

10. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation.

11. The Applicant is a reporting issuer, or the equivalent, in all of the jurisdictions in Canada in which it is currently a reporting issuer and to its knowledge is currently not in default of any of the applicable requirements under the legislation. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the Relief Requested).

12. The Applicant has no intention to seek public financing by way of an offering of securities.

13. Upon the grant of the Relief Requested, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto on this 26th day of October, 2012