Golden Ocean Group

Share Issue/Capital Change • Mar 15, 2017

GOGL - USD 60 million equity offering successfully completed

GOGL - USD 60 million equity offering successfully completed

Golden Ocean Group Ltd. (NASDAQ/OSE: GOGL) (the "Company") is pleased to

announce that the offering (the "Offering") of new shares (the "New Shares")

announced on March 14, 2017, has been successfully completed at NOK 60 per New

Share (equalling USD 6.97 at a NOK/USD exchange rate of 8.6078), raising gross

proceeds of NOK 516.5 million (approximately USD 60 million) through the

issuance of 8,607,800 New Shares. The private placement received very strong

interest from large institutional investors and was multiple times subscribed.

Upon completion of the Offering, Hemen Holding Ltd., the Company's largest

shareholder will own an aggregate of 46,487,224 shares in the Company, equalling

approximately 40.6 per cent of the Company's shares and votes following

completion of the Offering. Further, upon completion of the vessel purchase

transactions announced on March 14, 2017, Hemen will own an aggregate of

49,787,224 shares in the Company equalling approximately 37.6 per cent of the

Company's shares and votes, and Quintana Shipping Ltd and subsidiaries will own

11.0 per cent of the Company's outstanding shares and votes and become the

second largest shareholder of the Company.

Notifications of allocation of New Shares will be distributed on or about March

15, 2017. The due date for payment for allocated New Shares is expected to be

March 17, 2017.

Subject to full payment of the New Shares, delivery of the New Shares allocated

in the Offering is expected to be delivered to the subscribers in the Offering

on or about March 17, 2017 and to be registered in the Norwegian Central

Securities Depository (VPS) with the Company's ISIN BMG396372051 and commence to

trade under the Company's trading symbol "GOGL" and become tradable on the Oslo

Stock Exchange and NASDAQ on or about March 17, 2017.

Following issuance of the New Shares, the Company will have 114,572,992  issued

common shares each having a par value of USD 0.05. Following issuance of the

consideration shares to Quintana and Hemen under the vessel purchase agreements

announced on March 14, 2017, the Company will have 132,372,992 issued common

shares each having a par value of USD 0.05.

This announcement does not constitute an offer to sell or the solicitation of an

offer to buy securities and shall not constitute an offer, solicitation or sale

in any jurisdiction in which such offer, solicitation or sale is unlawful. The

Offering is being made by means of an application agreement, a term sheet and a

prospectus and related prospectus supplements which form a part of the Company's

effective Registration Statement on Form F-3 (Registration No. 333-211365) that

has previously been filed with the US Securities and Exchange Commission (the

"SEC"). Copies of the offering documentation may be obtained by contacting DNB

Markets at telephone: DNB Markets Inc. at 200 Park Ave, Floor 31, New York, NY

10166, telephone: +1 212 681 3800.

March 15, 2017

Hamilton, Bermuda

The Board of Directors

Golden Ocean Group Ltd.

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 pursuant to section

5 -12 of the Norwegian Securities Trading Act.