GOGL – USD 60 million equity offering successfully completed


GOGL – USD 60 million equity offering successfully completed

Golden Ocean Group Ltd. (NASDAQ/OSE: GOGL) (the “Company“) is pleased to announce that the offering (the “Offering“) of new shares (the “New Shares“) announced on March 14, 2017, has been successfully completed at NOK 60 per New Share (equalling USD 6.97 at a NOK/USD exchange rate of 8.6078), raising gross proceeds of NOK 516.5 million (approximately USD 60 million) through the issuance of 8,607,800 New Shares. The private placement received very strong interest from large institutional investors and was multiple times subscribed.

Upon completion of the Offering, Hemen Holding Ltd., the Company’s largest shareholder will own an aggregate of 46,487,224 shares in the Company, equalling approximately 40.6 per cent of the Company’s shares and votes following completion of the Offering. Further, upon completion of the vessel purchase transactions announced on March 14, 2017, Hemen will own an aggregate of 49,787,224 shares in the Company equalling approximately 37.6 per cent of the Company’s shares and votes, and Quintana Shipping Ltd and subsidiaries will own 11.0 per cent of the Company’s outstanding shares and votes and become the second largest shareholder of the Company.

Notifications of allocation of New Shares will be distributed on or about March 15, 2017. The due date for payment for allocated New Shares is expected to be March 17, 2017.

Subject to full payment of the New Shares, delivery of the New Shares allocated in the Offering is expected to be delivered to the subscribers in the Offering on or about March 17, 2017 and to be registered in the Norwegian Central Securities Depository (VPS) with the Company’s ISIN BMG396372051 and commence to trade under the Company’s trading symbol “GOGL” and become tradable on the Oslo Stock Exchange and NASDAQ on or about March 17, 2017.

Following issuance of the New Shares, the Company will have 114,572,992  issued common shares each having a par value of USD 0.05. Following issuance of the consideration shares to Quintana and Hemen under the vessel purchase agreements announced on March 14, 2017, the Company will have 132,372,992 issued common shares each having a par value of USD 0.05.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Offering is being made by means of an application agreement, a term sheet and a prospectus and related prospectus supplements which form a part of the Company’s effective Registration Statement on Form F-3 (Registration No. 333-211365) that has previously been filed with the US Securities and Exchange Commission (the “SEC”). Copies of the offering documentation may be obtained by contacting DNB Markets at telephone: DNB Markets Inc. at 200 Park Ave, Floor 31, New York, NY 10166, telephone: +1 212 681 3800.

March 15, 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

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 pursuant to section 5 -12 of the Norwegian Securities Trading Act.