February 29, 2024

Hong Kong China, Feb. 12, 2024 (GLOBE NEWSWIRE) -- TOP Financial Group Limited (the "Company") (NASDAQ: TOP), a fast-growing online brokerage firm located in Hong Kong specializing in the trading of local and foreign equities, futures, options products and other financial services, today announced that it has entered into a definitive agreement with certain investor for the purchase and sale of 2,000,000 ordinary shares together with warrants to purchase up to 2,000,000 ordinary shares at a combined purchase price of $2.50 per share and accompanying warrant (together the “Securities”), pursuant to a registered direct offering resulting in total gross proceeds of approximately $5 million before deducting placement agent commissions and other estimated offering expenses. The warrants will have an exercise price of $2.75, will be exercisable immediately after the date of issuance and will expire three months following the initial exercise date. The closing of the offering and sale of the Securities is expected to occur on or about February 14, 2024, subject to the satisfaction of customary closing conditions.

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