GOGL – Contemplated Private Placement – Launch of bookbuilding

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 stock exchange notice published earlier today where Golden Ocean Group Limited (the “Company”) announced further proactive measures to strengthen its balance sheet, including amendment of all bank loan facilities of the Company, positive discussions with yards about further postponements of newbuilding deliveries, and a new equity issue.

The Company has mandated 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 (the “Managers“) to assist the Company in a contemplated private placement (the “Private Placement”) for issue of new shares (the “New Shares”) for gross proceeds of the NOK equivalent of approximately USD 200 million. The Private Placement is directed towards certain Norwegian and international institutional investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “U.S. Securities Act”) and (ii) in the United States to investors that have a pre-existing relationship with a Manager and that are either “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the US Securities Act or institutional “accredited investors” within the meaning of Rule 501(a) under(1), (2) or (7) of the U.S. Securities Act. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000, provided that the Company reserves the right to, at its sole discretion, allocate lower amounts to investors that qualify as “professional investors” pursuant to the Norwegian Securities Trading Act and ancillary regulations.

The subscription price and number of shares issued in the Private Placement will be determined through an accelerated bookbuilding process. The bookbuilding period will start February 18, 2016 at 16:30 CET and end at February 19, 2016 at 08:30 CET. The Company reserves the right to at any time and in its sole discretion resolve to close or to extend the bookbuilding period.

The Company’s largest shareholder, Hemen Holding Limited. (“Hemen”), currently controlling approximately 43.1% of the shares in the Company, will subscribe for and be allocated minimum its pro rata share in the Private Placement, amounting to the NOK equivalent of approximately USD 86.2 million. Other leading shareholders in the Company have also indicated support for subscribing to at least their pro rata share in the Private Placement.

The allocation of New Shares in the Private Placement will be made at the discretion of the Company’s Board of Directors in consultation with the Managers, on or about February 19, 2016, subject to any shortening or extension of the bookbuilding period.

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 and listed on Oslo Børs only under a separate trading symbol “GOGL R” after a prospectus (the “Prospectus”) has been 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 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.

If required in order to ensure sufficient authorised share capital to issue the new shares in the Private Placement, 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. If the Company’s existing unused authorized share capital is not sufficient to issue all the New Shares, Hemen has agreed to defer settlement with respect to all or parts of its allocated amount 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 favor of a capital increase, which represents sufficient majority for approval (the requirement is above 50% of the total issued and outstanding shares).

February 18, 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.