GOGL – Subsequent Offering – Start of Subscription Period

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.

Reference is made to previous announcements by Golden Ocean Group Limited (the “Company”) relating to the subsequent offering (the “Subsequent Offering”) of up to 34,368,400 new shares (the “Offer Shares”) for gross proceeds of up to NOK 171,842,000 (or approximately USD 20 million). For further information, including the complete terms and conditions of the Subsequent Offering, please refer to the prospectus from the Company dated February 23, 2016 (the “Prospectus”).

The Prospectus is available at the following websites: www.goldenocean.bm; www.danskebank.no/goldenocean; www.dnb.no/emisjoner; www.arctic.com; http://securities.clarksons.com/emisjoner; and www.nordea.no/gogl. Hard copies of the Prospectus may be obtained by contacting, Danske Bank (+47 85 40 69 41), DNB Markets (+47 23 26 81 01), Arctic Securities (+47 21 01 30 40), Clarksons Platou Securities (+47 22 01 63 00) or Nordea Markets (+47 24 01 34 62).

The subscription period for the Subsequent Offering will commence today, February 29, 2016, at 09:00 a.m. CET and expire at 16:30 p.m. CET on March 11, 2016 (the “Subscription Period”). The subscription price in the Subsequent Offering is NOK 5.00 per Offer Share.

The Company will allocate the Offer Shares to subscribers who (i) were registered as holders of shares in the Company (the “Shares”) in the Company’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) with a holding of less than 100,000 Shares as of expiry of February 22, 2016 (the “Record Date”), (ii) were 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 Company will look solely to registered holdings in the VPS as of expiry of the Record Date and not possible underlying beneficial ownerships. Such Eligible Shareholders will be granted non-tradable subscription rights (the “Subscription Rights”) giving right to subscribe and be allocated Offer Shares.

For each share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be entitled to allocation of 1.07776 Subscription Right(s), rounded down to the nearest whole Subscription Right. One (1) Subscription Right will give the right to subscribe for one (1) Offer Share.

Oversubscription by Eligible Shareholders will be permitted. Subscription without Subscription Rights will not be allowed. The Subscription Rights will not be tradable. The Eligible Shareholders who do not use their Subscription Rights will experience a significant dilution. The Subscription Rights would normally have an economic value if the shares trade above the Subscription Price during the Subscription Period. Upon expiry of the Subscription Period, the Subscription Rights will expire and have no value.

If an Eligible Shareholder holds Shares registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their interests through a financial intermediary should contact the financial intermediary in order to receive information with respect to the Subsequent Offering. Note that the deadline for doing so might be earlier than 16:30 p.m. CET on March 11, 2016.

The Offer Shares in the Subsequent Offering 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 Offer Shares will therefore be delivered and registered on a separate ISIN BMG396371145 and listed only on Oslo Børs under a separate trading symbol “GOGL R”. During the second half of 2016, the Offer Shares are expected to be registered with the ordinary ISIN BMG396371061 of the Company 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.

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 and the Subsequent Offering.

***

For more information, please refer to the Prospectus.

February 29, 2016

Hamilton, Bermuda

Golden Ocean Group Limited

***

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.