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2016-02-19

Golden Ocean Group Limited: GOGL - Private Placement successfully completed

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.

Golden Ocean Group Limited (the "Company") is pleased to announce that the
private placement of new shares (the "New Shares") announced on February 18,
2016 (the "Private Placement"), has been successfully completed at NOK 5.00
per New Share, raising gross proceeds of NOK 1,718,420,000 (approximately USD
200 million) through the issuance of 343,684,000 New Shares.

The successful completion of the Private Placement also means that the Company
fulfils the equity condition in its amended financing terms, as described in
the stock exchange notice on February 18, 2016.

Notifications of allocation of New Shares will be distributed on or about
February 19, 2016. The due date for payment for allocated New Shares is
expected to be February 23, 2016. Following issuance of the New Shares the
Company will have 516,359,637 issued common shares each having a par value of
USD 0.01.

The Company's existing unused authorized share capital is not sufficient to
issue all the New Shares, and Hemen Holding Limited has agreed to defer
settlement with respect to 16,359,637 of its allocated New Shares 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 favour of the capital increase, which represents sufficient majority
for approval.

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 in the Norwegian Central
Securities Depository (Nw. Verdipapirsentralen) (the "VPS"). The New Shares
will be assumed for listing only on Oslo Børs under a separate trading symbol
"GOGL R" following publication of a prospectus (the "Prospectus") 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 Company's ordinary ISIN BMG396371061 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.

The Company will carry out a subsequent offering (the "Subsequent Offering")
of up to 34,368,400 new shares in the Company for gross proceeds of up to NOK
171,842,000 million (approximately USD 20 million) (equal to up to 10% of the
size of the Private Placement). The Subsequent Offering will, on the basis of
the Prospectus, be directed towards shareholders who (i) are holding less
than 100,000 shares as of February 18, 2016, as registered with 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"). The Eligible Shareholders will be granted non-tradable
subscription rights. The subscription period in the Subsequent Offering is
expected to commence shortly after publication of the Prospectus. The
subscription price in the Subsequent Offering will be the same as in the
Private Placement. Reference is made to a separate stock exchange release in
this regard.

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 have acted as Managers of the Private Placement.

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.
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

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Författare WKR

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