GOGL – Nasdaq specific announcement related to the reverse stock split to be effective August 1, 2016


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Golden Ocean Group Limited (the “Company” or “GOGL”), announces a 5-to-1 reverse stock split of the Company’s common shares and a change in par value.

The reverse stock split will take effect, and the Company’s common stock will begin trading on a split-adjusted basis on Nasdaq, as of the opening of trading on Monday, August 1, 2016 under the existing trading symbol “GOGL.”  The new CUSIP number for the common stock following the reverse stock split will be G39637205.

When the reverse stock split becomes effective, every 5 shares of the Company’s issued and outstanding common stock will be automatically combined into one issued and outstanding share of common stock. This will reduce the number of outstanding common shares from 529,728,928 shares to approximately 105,945,786 shares, subject to adjustment for fractional shares. The Company’s par value will also be increased from $0.01 per share to $0.05 per share, which will also take effect on August 1, 2016.

No fractional shares will be issued in connection with the reverse split of the issued and outstanding common stock. Shareholders who would otherwise hold a fractional share of the Company’s common stock will receive a cash payment in lieu thereof at a price equal to that fraction to which the shareholder would otherwise be entitled multiplied by the closing price of the Company’s common stock on Nasdaq on July 29, 2016.

Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after August 1, 2016.  Such beneficial holders may contact their bank, broker, or nominee for more information.

Shareholders with shares held in certificate form will receive instructions from the Company’s exchange agent, Computershare, for exchanging their stock certificates for a new certificate representing the shares of common stock resulting from the reverse split.

Hamilton, Bermuda

July 27, 2016

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,” “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.