GOGL – Approval and publication of prospectus

Reference is made to the stock exchange notice dated March 14, 2017 where Golden Ocean Group Limited (NASDAQ and OSE: GOGL) (“Golden Ocean” or the “Company“) announced that it has entered into agreements to acquire 16 modern dry bulk vessels in an all-share transaction where the Company will issue in aggregate 17.8 million consideration shares, each with a par value of USD 0.05 (the “Consideration Shares“) (the “Acquisition“).

The Norwegian Financial Supervisory Authority (Norwegian: Finanstilsynet) has approved the prospectus of the Company dated March 27, 2017 (the “OSE Prospectus“) for the listing of the Consideration Shares on the Oslo Stock Exchange. The listing of the Consideration Shares on NASDAQ is subject to other documentation.

When issued, Consideration Shares will be registered under ISIN BMG396372051 under the ticker code “GOGL”. The Consideration Shares will be issued in steps with respect to each vessel upon delivery of the vessel. The Company expects that the Consideration Shares will be issued and become tradable on the Oslo Stock Exchange and NASDAQ during the second quarter of 2017.

For more information, please refer to the OSE Prospectus.

The OSE Prospectus will be available at the following website: www.goldenocean.no. Copies of the OSE Prospectus may be obtained free of charge by contacting Golden Ocean Management AS (+47 22 01 73 40).

March 27, 2017
Hamilton, Bermuda

The Board of Directors
Golden Ocean Group Ltd.

Contact Persons:
Birgitte Ringstad Vartdal: CEO, Golden Ocean Management AS
+47 22 01 73 53

Per Heiberg: CFO, Golden Ocean Management AS
+47 22 01 73 45

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Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements, which include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. Words such as “believe”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “plan”, “potential”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions.  Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the dry bulk market, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our  vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events or acts by terrorists, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.

This information is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.