GOGL – Subsequent Offering

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 the previous stock exchange releases of Golden Ocean Group Limited (the “Company”) regarding the fully subscribed private placement of 343,684,000 new shares in the Company and the decision to carry out a subsequent offering (the “Subsequent Offering”) of up to 34,368,400 new shares in the Company (the “Offer Shares”) 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 a prospectus (the “Prospectus”) to be approved by the Norwegian Financial Supervisory Authority, be directed towards shareholders who (i) are holding less than 100,000 shares as of February 18, 2016, as registered with the Norwegian Central Securities Depository (Nw: Verdipapirsentralen or 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”). Such Eligible Shareholders will be granted non-tradable subscription rights giving right to subscribe and be allocated Offer Shares.

The subscription price in the Subsequent Offering is NOK 5.00 per Offer Share, being the same as the subscription price in the Private Placement. The subscription period in the Subsequent Offering will commence shortly after publication of the Prospectus (publication of the Prospectus expected on or about February 23, 2016).

The following key information is given with respect to the Subsequent Offering:

Date of announcement of the Subsequent Offering: February 19, 2016

Last day including right: February 18, 2016

Ex-date: February 19, 2016

Record date: February 22, 2016

Date of approval: The Subsequent Offering is subject to shareholder approval of an increase in the Company’s authorised share capital. The Company will distribute a proposed written resolution to increase the Company’s authorised share capital to its shareholders on or about February 22, 2016. The record date for voting on the proposed written resolution is set to February 17, 2016. Approval is expected to be obtained during the week starting February 22, 2016.

Maximum number of Offer Shares: 34,368,400

Subscription price per Offer Share: NOK 5.00

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 are acting as Managers of the Subsequent Offering.

February 19, 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.