Golden Ocean Group

Share Issue/Capital Change • Oct 16, 2017

GOGL - Announcement of commencement of equity offering

GOGL - Announcement of commencement of equity offering

Golden Ocean Group Limited (NASDAQ and OSE: GOGL) ("Golden Ocean" or the

"Company") today announced that it has commenced an equity offering (the

"Offering") for issue of new common shares (the "New Shares") of the Company for

gross proceeds of approximately USD 66 million. In addition to the Offering, the

Company expects to issue additional new common shares with an estimated value of

USD 34 million, at a per-share price equal to the offer price in the Offering,

to Hemen Holding Limited, a Company indirectly controlled by trusts established

by Mr John Fredriksen for the benefit of his immediate family ("Hemen") as

partial consideration for two modern Capesize vessels to be acquired from

affiliated companies of Hemen, as previously announced (the "Equity in-kind

Contribution"). The Offering and the Equity in-kind Contribution are expected to

result in approximately USD 100 million of aggregate gross equity proceeds to

the Company. The Company has engaged DNB Markets Inc., Arctic Securities LLC and

Seaport Global Securities LLC (the "Placement Agents") as placement agents in

connection with the Offering.

The Offering will be directed towards institutional investors subject to

applicable exemptions from European prospectus requirements. The minimum

application and allocation amount has been set to the USD equivalent of EUR

100,000, provided that the Company reserves the right to, at its sole

discretion, allocate lower amounts to investors to the extent applicable

exemptions from the prospectus requirement pursuant to applicable regulations,

including the Norwegian Securities Trading Act and ancillary regulations, are

available.

The Company intends to use a portion of the net proceeds of the Offering for

payment of the cash portion payable for the vessels to be acquired from

affiliated companies of Hemen, as announced today, and to use the balance for

general corporate purposes.

The purchase price and number of New Shares issued in the Offering will be

determined through an accelerated bookbuilding process. The bookbuilding period

will start on October 16, 2017 at 4:00 pm New York time (10:00 pm Oslo time) and

is expected to end on October 17, 2017 at 2:00 am New York time (08:00 am Oslo

time). The Company reserves the right to close or extend the bookbuilding period

at any time in its sole discretion, at short notice.

The Placement Agents have prior to the launch of the Offering received

significant indications of interest from investors to subscribe in the Offering

for an amount well exceeding the transaction size.

The allocation of the New Shares will be made at the sole discretion of the

Company in consultation with the Placement Agents, on or about October

17, 2017, subject to any shortening or extension of the bookbuilding period.

The New Shares allocated in the Offering are expected to be delivered against

payment on or about October 19, 2017. The New Shares will commence to trade

under the Company's ordinary trading symbol "GOGL" on NASDAQ on or about October

17, 2017, and can be traded on the Oslo Stock Exchange from on or about October

19, 2017 (expected from US markets open) subject to investors having made

necessary arrangements to transfer shares from the Depository Trust Company in

the US to the Norwegian Central Securities Depository (the VPS).

Important Information for Investors and Shareholders

The Offering will be made only by means of an application agreement, a term

sheet and a prospectus supplement and accompanying base prospectus. A prospectus

supplement related to the offering has been filed with the U.S. Securities and

Exchange Commission (the "SEC") and is available on the SEC's website located at

www.sec.gov.  Copies of the prospectus supplement and the accompanying base

prospectus relating to the Offering may be obtained from contacting DNB Markets

Inc. at 200 Park Ave, Floor 31, New York, NY 10166, telephone: +1 212 681 3800.

This offering will be made pursuant to the Company's existing shelf registration

statement on Form F-3 (Registration No. 333-211365) previously filed with the

SEC and declared effective.

This press release shall not constitute an offer to sell or the solicitation of

an offer to buy these securities, nor shall there be any sale of these

securities, in any state or other jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the

securities laws of any such state or other jurisdiction.

The Board of Directors

Golden Ocean Group Limited

Contact Persons:

Birgitte Ringstad Vartdal, CEO, Golden Ocean Management AS

+47 22 01 73 53

Per Heiberg, CFO, Golden Ocean Management AS

+47 22 01 73 45

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 of section 5-12 of

the Norwegian Securities Trading Act..