GOGL – Private Placement successfully completed

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Golden Ocean Group Limited (the “Company”) is pleased to announce that the private placement of new shares (the “New Shares”) announced on February 18, 2016 (the “Private Placement”), has been successfully completed at NOK 5.00 per New Share, raising gross proceeds of NOK 1,718,420,000 (approximately USD 200 million) through the issuance of 343,684,000 New Shares.

The successful completion of the Private Placement also means that the Company fulfils the equity condition in its amended financing terms, as described in the stock exchange notice on February 18, 2016.

Notifications of allocation of New Shares will be distributed on or about February 19, 2016. The due date for payment for allocated New Shares is expected to be February 23, 2016. Following issuance of the New Shares the Company will have 516,359,637 issued common shares each having a par value of USD 0.01.

The Company’s existing unused authorized share capital is not sufficient to issue all the New Shares, and Hemen Holding Limited has agreed to defer settlement with respect to 16,359,637 of its allocated New Shares until an increase in the Company’s authorized share capital has been approved. Such approval is expected to be obtained during the week starting February 22, 2016. The Company has received undertakings from shareholders representing approximately 50.82% of the shares and votes in the Company that they will vote in favour of the capital increase, which represents sufficient majority for approval.

The New Shares issued in the Private Placement will be restricted shares in the U.S., and will be subject to a six month holding period during which they cannot be traded in the U.S. The New Shares will therefore be delivered and registered on a separate ISIN BMG396371145 in the Norwegian Central Securities Depository (Nw. Verdipapirsentralen) (the “VPS”). The New Shares will be assumed for listing only on Oslo Børs under a separate trading symbol “GOGL R” following publication of a prospectus (the “Prospectus”) approved by the Norwegian Financial Supervisory Authority (approval expected on or about February 23, 2016). During the second half of 2016, the New Shares are expected to be registered with the Company’s ordinary ISIN BMG396371061 and thereafter commence to trade under the Company’s ordinary trading symbol “GOGL” and become freely tradable on both Oslo Børs and NASDAQ Global Select Market.

The Company will carry out a subsequent offering (the “Subsequent Offering”) of up to 34,368,400 new shares in the Company for gross proceeds of up to NOK 171,842,000 (approximately USD 20 million) (equal to up to 10% of the size of the Private Placement). The Subsequent Offering will, on the basis of the Prospectus, be directed towards shareholders who (i) are holding less than 100,000 shares as of February 18, 2016, as registered with the VPS as of expiry of February 22, 2016, (ii) are not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus. The subscription price in the Subsequent Offering will be the same as in the Private Placement. Reference is made to a separate stock exchange release in this regard.

Danske Bank, DNB Markets, part of DNB Bank ASA, Arctic Securities AS, Clarksons Platou Securities AS and Nordea Markets, part of Nordea Bank Norge ASA have acted as Managers of the Private Placement.

February 19, 2016

Hamilton, Bermuda

Golden Ocean Group Limited

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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.