Golden Ocean Group

Share Issue/Capital Change • Feb 17, 2021

GOGL - Private Placement successfully placed

GOGL - Private Placement successfully placed

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.

17 February 2021, Hamilton, Bermuda

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

(NASDAQ and OSE: GOGL) ("Golden Ocean" or the "Company") on 17 February 2021

regarding its contemplated acquisition of 18 modern scrubber fitted dry bulk

vessels and the private placement of new shares in the Company (the "Private

Placement").

The Private Placement has been successfully placed, raising gross proceeds of

the NOK equivalent of USD 338 million, corresponding to approximately NOK 2,873

million (based on a currency exchange rate of USD/NOK 8.50, through the placing

of 54,207,547 new shares (the "Offer Shares") at a subscription price of NOK

53.00 per Offer Share.

The Private Placement was significantly oversubscribed. Hemen Holding Limited, a

company indirectly controlled by trusts established by Mr. John Fredriksen for

the benefit of his immediate family ("Hemen"), the Company's largest

shareholder, has been allocated 27,103,773 Offer Shares for approximately USD

169 million, and will retain a 39.07% ownership in the Company following the

Private Placement. In addition, Hemen Holding holds TRS agreements with

underlying exposure to 4,905,000 shares in Golden Ocean Ltd.

Notices of allocation will be distributed to the investors on 18 February 2021.

Settlement in the Private Placement will take place on 22 February 2021 (DVP

T+2). Following issuance of the Offer Shares, the Company will have 198,480,244

shares outstanding, each with a par value of USD 0.05.

In order to facilitate timely delivery of already listed shares, delivery of the

Offer Shares allocated in the Private Placement will be settled by delivery of

existing and unencumbered shares in the Company borrowed by the Managers from

Hemen. The shares delivered to investors in the Private Placement (other than

Hemen) will thus be tradable on the Oslo Stock Exchange immediately after

allocation. The Managers will settle the share loan from Hemen with the new

shares issued in the Private Placement. The new shares will be registered under

a separate ISIN pending approval of a listing prospectus by the Financial

Supervisory Authority of Norway, and will not be listed or tradable on the Oslo

Stock Exchange until the listing prospectus is approved, expected early April

The Private Placement involves the setting aside of the shareholders'

preferential rights to subscribe for new shares. The Board has considered this

and is of the view that it would be in the best interest of the Company and its

shareholders to deviate from the shareholders' preferential right to the new

shares in the Private Placement and that this is also in compliance with the

rules of equal treatment set out in the Euronext Oslo Continuing Obligations and

the Oslo Stock Exchange's guidelines on the rules on equal treatment. The Board

is of the opinion that the Private Placement allowed the Company to raise

capital more quickly and, at a lower discount compared to a rights issue.

Furthermore, the Board is of the opinion that, in the current market, a private

placement has a larger possibility of success compared to a rights issue. On

this basis, the Board has concluded that the Private Placement is in compliance

with these requirements. The Subsequent Offering will partly mitigate the

dilutive effect of the Private Placement on existing shareholders' ownership in

the Company which were not invited to participate in the Private Placement.

The Board proposes a subsequent offering of up to 2,710,377 new ordinary shares

(the "Subsequent Offering Shares") raising gross proceeds of up to approximately

NOK 143.6 million at a subscription price per Subsequent Offering Shares equal

to the Subscription Price in the Private Placement. The Subsequent Offering

will, subject to applicable securities laws, be directed towards existing

shareholders in the Company as of 17 February 2021 (as registered in the VPS two

trading days thereafter), who (i) were not allocated Offer Shares and (iii) 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.

The Subsequent Offering is conditional on (i) completion of the Private

Placement, (ii) the Company's extraordinary general meeting (the "EGM")

resolving to increase the Company's authorized share capital at the EGM and the

Board resolving to issue the Subsequent Offering Shares, and (iii) approval and

publication of an offering prospectus approved by the Financial Supervisory

Authority of Norway, expected to take place on or about in April 2021. Further

details of the Subsequent Offering, if approved, will be included in the

prospectus to be issued by the Company. The Board may cancel the Subsequent

Offering, depending on the prevailing market conditions and considerations of

the Company.

Arctic Securities AS and DNB Markets, a part of DNB ASA acted as Global

Coordinators and Joint Bookrunners in the Private Placement, and ABN AMRO in

collaboration with Oddo BHF, Danske Bank A/S, Norwegian branch, Fearnley

Securities AS, ING Bank N.V., Nordea Bank Abp, filial i Norge, Pareto Securities

AS and Skandinaviska Enskilda Banken AB (publ), Oslo Branch acted as Joint

Bookrunners (together with the Global Coordinators and Joint Bookrunners, the

"Managers"). Advokatfirmaet Wiersholm AS is acting as legal advisor to the

Company in connection with the Private Placement.

For further queries, please contact:

Ulrik Andersen: Chief Executive Officer, Golden Ocean Management AS

+47 22 01 73 53

Peder Simonsen: Chief Financial Officer, Golden Ocean Management AS

+47 22 01 73 45

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

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.