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2016-02-01

Western Bulk ASA: Western Bulk ASA to sell Western Bulk Chartering AS - creating a strong and independent chartering company

With reference to the stock exchange notice of 20 November 2015, the Board of
Directors of Western Bulk ASA (the "Company
") has explored and pursued available solutions to ensure the future viability
of the Company.

The Company is exposed to an increasingly challenging market situation with
dramatically low dry bulk charter rates and guarantees granted by group
companies for charters for certain ship owners. This has resulted in
significant strains on the Company's short term liquidity situation. Based on
the above the Board of Directors of the Company has, in order to protect the
interests of all stakeholders, including the interests of the Company's
creditors and shareholders, considered available options and initiated a
process to explore strategic alternatives. In doing so the Board is observing
its fiduciary obligations and is acting in the best common interest of the
Company and its shareholders as well as its creditors and employees. Pareto
Securities has been engaged as financial advisor for the strategic process.

Based on the above, the Company has on 1 February 2016 executed a sale and
purchase agreement in respect of its 100 % owned subsidiary Western Bulk
Chartering AS ("WB Chartering
") to an entity wholly controlled by Kistefos AS (the "Purchaser
"), following an accelerated auction process involving identified interested
parties (the "Transaction
"). The Transaction is entered into on market terms with regard to the need
for an accelerated sales process. The enterprise value in the Transaction is
app. MUSD 47. The cash consideration to the Company is MUSD 16, to be
received upon final completion of the Transaction. Under the terms of the
Transaction, the Purchaser will further assume the debtor position from the
Company of the remaining outstanding amount of MNOK 271 under the MNOK 300
senior unsecured bond issue with ISIN NO 001067557.2 (the "Bond Issue
"). All bonds held in treasury by the Company shall be transferred to the
Purchaser as part of the Transaction.

Other proposed terms for the bond include the following:

* Bondholders must agree to an extension of the term of the Bond Issue.
* Bondholders must agree to a reduced interest.
* Certain amendments related to covenants.

Given the situation the Board of Directors believes that the Transaction is
the best way to protect the stakeholder values related to Western Bulk ASA
and to alleviate the Company's challenging liquidity situation.

The Transaction is further conditional upon approval from the Company's
bondholders and the ambition is to complete the transfer of shares and bonds
within a few days. Completion is pending that the bondholders representing
the requisite majority having in writing undertaken to meet and vote all of
its bonds in favour of the necessary amendments to the Bond Issue.

The Company will continue its operations with the current key management until
further notice on arm's length terms agreed with the Purchaser.

Western Bulk Chartering AS will be an independent company outside the Western
Bulk Group. WB Chartering will following the Transaction have a more robust
financial position and will have a viable basis for further operations
creating value in a challenging market.

The Purchaser is regarded as a related party under statutory law. The
accelerated sales process and the liquidity situation have necessitated an
adaptation of the statutory procedural rules for the requisite corporate
resolutions in order to protect the interests of the Company's shareholders
and its creditors. Accordingly, a shareholder meeting to approve the sale of
WB Chartering to the Purchaser will be held by the Company on or about 3
February 2016. In order to rectify non-compliance with statutory procedural
rules, the shareholders will be invited to a subsequent extraordinary general
meeting confirming the resolution to approve the Transaction as soon as
possible. The notice period for the subsequent extraordinary general meeting
confirming the Transaction will be 3 weeks in accordance with the mandatory
provisions of statutory law. Separate stock exchange notices for the
extraordinary general meetings will be published as soon as possible.
Kistefos AS, controlling app. 60.4 % of the shares in the Company, has
undertaken to vote in favour of the Transaction at such extraordinary general
meetings.

The Board of Directors believes that the Transaction provides Western Bulk ASA
with a basis for continued operations and to further explore and pursue
potential solutions with the remaining creditors, at large ship owners with
guaranteed minimum charters. Such process will be initiated by written
enquiry to the creditors concerned. If no acceptable solution for the Company
with the remaining creditors is achieved, the basis for the Company's
continued operations will be reassessed. The Board of Directors will
regardless diligently and continuously evaluate whether the basis for
continued operations exists.

The Company will release a detailed stock exchange notice regarding the
Transaction within the deadline set out in section 3.4.3 of the Oslo Børs
Continuing Obligations of stock exchange listed companies.

*****

For more information, please contact:

Jens Ismar, Chief Executive Officer

Tel: +47 9009 0897

E-mail:jens.ismar@westernbulk.com

Håvard Furu, Chief Financial Officer

Tel: +47 9912 3443

E-mail:havard.furu@westernbulk.com

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: Western Bulk ASA via Globenewswire

HUG#1982484

Författare WKR

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