Golden Ocean Group

Share Issue/Capital Change • Apr 27, 2021

GOGL - Final results of the Subsequent Offering

GOGL - Final results of the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

27 April 2021, Hamilton, Bermuda

Reference is made to the stock exchange release by Golden Ocean Group Limited

(NASDAQ and OSE: GOGL) (the "Company") on 26 April 2021 regarding the

preliminary results of the subsequent offering (the "Subsequent Offering").

Based on received subscriptions at the expiry of the subscription period in the

Subsequent Offering, a total of 2,710,377 shares were allocated in accordance

with the allocation criteria set out in the prospectus dated 14 April 2021. As a

result, the Company will issue 2,710,377 new shares at NOK 53.00 per share,

raising gross proceeds of NOK 143.6 million.

Notification of allocations in the Subsequent Offering and the corresponding

amount to be paid by each subscriber will be distributed to the relevant

subscribers in a separate letter to each subscriber today. The payment date for

the Offer Shares is 29 April 2021.

Subject to full payment being received, the new shares are expected to be issued

on or about 3 May 2021 and delivered to the subscribers' VPS accounts on or

about 5 May 2021.

The new shares issued in the Subsequent Offering are restricted shares under the

U.S. securities laws and may only be offered or sold in the United States

pursuant to an exemption from the registration requirements of the US Securities

Act (defined below). Accordingly, the new shares are subject to the terms and

conditions, including the transfer restrictions, set forth in the Subscription

Form.

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, are acting as

Managers for the Subsequent Offering. Advokatfirmaet Wiersholm AS is acting as

the Company's legal advisor. Seward & Kissel LLP has been acting as the

Company's legal counsel as to U.S. law and MJM Limited has been acting as the

Company's legal counsel as to Bermuda law.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia). This release is an announcement issued pursuant to

legal information obligations, and is subject of the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued

for information purposes only, and does not constitute or form part of any offer

or solicitation to purchase or subscribe for securities, in the United States or

in any other jurisdiction. The securities mentioned herein have not been, and

will not be, registered under the United States Securities Act of 1933, as

amended (the "US Securities Act"). The securities may not be offered or sold in

the United States except pursuant to an exemption from the registration

requirements of the US Securities Act. The Company does not intend to register

any portion of the offering of the securities in the United States or to conduct

a public offering of the securities in the United States. Copies of this

announcement are not being made and may not be distributed or sent into

Australia, Canada, Japan or the United States. The issue, exercise, purchase or

sale of subscription rights and the subscription or purchase of shares in the

Company are subject to specific legal or regulatory restrictions in certain

jurisdictions. Neither the Company nor the Managers assumes any responsibility

in the event there is a violation by any person of such restrictions. The

distribution of this release may in certain jurisdictions be restricted by law.

Persons into whose possession this release comes should inform themselves about

and observe any such restrictions. Any failure to comply with these restrictions

may constitute a violation of the securities laws of any such jurisdiction. The

Managers are acting for the Company and no one else in connection with the

Subsequent Offering and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Subsequent Offering and/or any other matter referred

to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements. By their nature, forward-looking

statements involve risk and uncertainty because they reflect the Company's

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements. Please see the information that we file with and

furnish to the U.S. Securities and Exchange Commission for a more complete

discussion of these factors and other risks and uncertainties. The information

set forth herein speaks only as of the date hereof, and the Company disclaims

any intention or obligation to update any forward-looking statements as a result

of developments occurring after the date of this communication.