Golden Ocean Group

Prospectus • Apr 14, 2021

GOGL - Prospectus approved for listing of shares in Private Placement on Oslo Børs, and offer and listing of shares in Subsequent Offering

GOGL - Prospectus approved for listing of shares in Private Placement on Oslo Børs, and offer and listing of shares in 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.

14 April 2021, Hamilton, Bermuda

Reference is made to the announcement on 17 February 2021 by Golden Ocean Group

Limited (the "Company") regarding the completed private placement raising gross

proceeds of approximately USD 338 million (approx. NOK 2,873 million) by

issuance of 54,207,547 new shares in the Company at a subscription price of NOK

53.00 per share (the "Private Placement"), and the contemplated subsequent

offering to eligible shareholders of up to 2,710,377 new shares raising gross

proceeds of up to approximately NOK 143.6 million (the "Subsequent Offering").

A prospectus covering (i) the listing on Oslo Børs of the 54,207,547 shares

issued in the Private Placement (the "Private Placement Shares") and (ii) the

offer and listing on Oslo Børs of any new shares issued in the Subsequent

Offering has today been approved by the Financial Supervisory Authority of

Norway (the "Prospectus").

Subject to certain limitations in applicable local securities law, the

Prospectus, together with the subscription form for the Subsequent Offering,

will be made available at the following websites before commencement of the

subscription period in the Subsequent Offering at  09:00 hours (CEST) on 15

April 2021, https://goldenocean.bm/prospectus,

https://www.arctic.com/secno/en/offerings and https://www.dnb.no/emisjoner.

Printed versions of the Prospectus, including the subscription form, may also be

obtained by contacting Arctic Securities AS and DNB Markets, a part of DNB Bank

ASA (the "Managers") or the Company.

The Subscription Period in the Subsequent Offering commences at 09:00 hours

(CEST) on 15 April 2021 and expires on 26 April 2021 at 16:30 hours (CEST). The

Offer Shares will only be offered and sold outside the United States in reliance

on Regulation S under the U.S. Securities Act. The Subsequent Offering is

directed towards eligible shareholders, being holders of beneficial interests

for shares in the Company ("Shares") as of the end of 17 February 2021, as

registered in the Norwegian Central Securities Depository (the VPS) on the

Record Date (19 February 2021) who (i) were not allocated Shares in the Private

Placement and (ii) are not resident in a jurisdiction where such offering would

be unlawful, or would (in jurisdictions other than Norway) require any

prospectus, filing, registration or similar action ("Eligible Shareholders").

Eligible Shareholders will, based on their registered holding of Shares in the

VPS at the end of the record date, be granted non-transferable subscription

rights which, subject to applicable laws, give the right to subscribe for and be

allocated offer shares in the Subsequent Offering. Oversubscription in the

Subsequent Offering by Eligible Shareholders will be permitted. Subscription

without subscription rights will not be allowed.

Pending publication of the Prospectus, the 54,207,547 Private Placement Shares

have been placed on a separate ISIN from the Company's other shares. Upon

publication of the Prospectus and the expiry of the 40 day distribution

compliance period under Regulation S of the U.S. Securities Act, the Private

Placement Shares will be transferred to the same ISIN as the Company's ordinary

shares (BMG396372051) and will be listed and admitted to trading on Oslo Børs

and NASDAQ together with the Company's other shares. Thus, the first day of

trading of the Private Placement Shares will be on 15 April 2021.

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.

For information about the Subsequent Offering, please contact the Managers:

Arctic Securities AS, e-mail: subscription@arctic.com

(mailto:subscription@arctic.com), tel: +47 21 01 30 40, web:

www.arctic.com/secno (http://www.arctic.com/secno)

DNB Markets, DNB Bank ASA, e-mail: retail@dnb.no (mailto:retail@dnb.no), tel:

+47 23 26 80 20, web: www.dnb.no/emisjoner (http://www.dnb.no/emisjoner)

This information is subject to 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

Private Placement 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 Private Placement 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.