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2016-02-18

Golden Ocean Group Limited: 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

***

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.

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Golden Ocean Group Limited via Globenewswire

HUG#1987403

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