Maple Group formally extends offer for TMX Group

TORONTO, Oct. 31, 2011 /PRNewswire/ - This press release is issued pursuant to United States securities laws. Further to the press release dated October 30, 2011 announcing that TMX Group I nc. and Maple Group Acquisition Corporation (Maple) have entered into a support agreement in respect of Maple's proposed acquisition of all of the outstanding TMX Group shares pursuant to an integrated two-step transaction valued at approximately $3.8 billion, Maple announced today that it has formally extended its offer until 5:00 p.m. (Toronto time) on January 31, 2012.

As of the close of trading on October 31, 2011, a total of approximately 27,025,421 TMX Group shares had been deposited under the Maple offer.

Additional details regarding the status of the Maple acquisition and the support agreement will be available in a notice of extension and variation that will be mailed shortly to TMX Group shareholders concurrently with a directors' circular of TMX Group setting forth its reasons for its recommendation of the Maple acquisition and other matters. These documents will also be filed on SEDAR and will also be available at www.abetterexchange.com and www.tmx.com.

Information for U.S. Shareholders

The offer is being made for the securities of a Canadian company that does not have securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the offer is not subject to Section 14(d) of the U.S. Exchange Act, or Regulation 14D promulgated by the U.S. Securities and Exchange Commission (the "SEC") thereunder. The offer is being conducted in accordance with Section 14(e) of the U.S. Exchange Act and Regulation 14E promulgated by the SEC thereunder (with settlement being subject to a longer period than would typically apply for securities of U.S. public companies).

The Maple shares to be issued to TMX Group shareholders (including U.S. shareholders) other than Maple pursuant to the plan of arrangement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities law of any state or other jurisdiction of the United States. The Maple shares to be issued pursuant to the plan of arrangement will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof and only to the extent that corresponding exemptions from the registration or qualification requirements of state "blue sky" securities laws are available. The U.S. Securities Act imposes restrictions on the resale of securities received pursuant to the plan of arrangement by persons who are, or within 90 days before the resale were, "affiliates" of Maple.

All dollar references in this press release are in Canadian dollars. On October 31, 2011, the Bank of Canada noon rate of exchange for U.S. dollars was CDN. $1.00 - U.S. $1.0065.

Notice to Shareholders in the United Kingdom and European Economic Area

The offer is only being made within the European Economic Area ("EEA") pursuant to an exemption under Directive 2003/71/EC (together with any applicable adopting or amending measures in any relevant member state (as defined below), the "Prospectus Directive"), as implemented in each member state of the EEA (each, a "relevant member state"), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Directive as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive. Accordingly, in the EEA, the offer and documents or other materials in relation to Maple shares are only addressed to, and are only directed at, (a) qualified investors in a relevant member state within the meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in the relevant member state, and (b) persons who hold, and will tender, the equivalent of at least ¬50,000 worth of TMX Group shares (collectively, "permitted participants"). These documents may not be acted or relied upon by persons in the EEA who are not permitted participants.

With reference to the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), the offer and any materials in relation to Maple shares is only directed at persons in the United Kingdom that are (a) investment professionals falling within Article 19(5) of the Order or who fall within Article 49(2)(a) to (d) of the Order; (b) holders of TMX Group shares at the time of communication of the offer and such materials; or (c) persons to whom they may otherwise lawfully be communicated (collectively, "relevant persons"). In the United Kingdom, Maple shares are only available to, and the offer may only be accepted by, relevant persons who are also permitted participants, and as such, any investment or investment activity to which this document relates is available only to, and may be relied upon only by, relevant persons who are also permitted participants.

About Maple Group Acquisition Corporation

Maple Group Acquisition Corporation is a corporation whose investors comprise 13 of Canada's leading financial institutions and pension funds. The investors in Maple are: Alberta Investment Management Corporation, Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Group, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), GMP Capital Inc., National Bank Financial Inc., Ontario Teachers' Pension Plan, Scotia Capital Inc., TD Securities Inc. and The Manufacturers Life Insurance Company. For more information on Maple Group, visit www.abetterexchange.com.

SOURCE Maple Group Acquisition Corporation