Golden Ocean Group

M&A Activity • Mar 14, 2017

GOGL - Acquisition of 16 modern dry bulk vessels

GOGL - Acquisition of 16 modern dry bulk vessels

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

Company") today announced that it has entered into agreements to acquire 16

modern dry bulk vessels in an all-share transaction where the Company will issue

in aggregate 17.8 million consideration shares and assume debt of USD 285.2

million (the "Acquisition").  Of the 16 vessels to be acquired, 14 will be

acquired from subsidiaries of Quintana Shipping Ltd. ("Quintana"), and two ice

class Panamax vessels will be acquired from subsidiaries of Seatankers, an

affiliate of Hemen Holding Ltd. ("Hemen"), the Company's largest shareholder.

The Acquisition will add significant scale to Golden Ocean's operating fleet and

contribute to reducing cash breakeven levels. Based on the closing price of the

Golden Ocean share on the Oslo Stock Exchange on March 14, 2017 of NOK 61.50,

equal to USD 7.14 per share at a USD/NOK exchange rate of 8.6078, the aggregate

transaction value is approximately USD 412.4 million.

Birgitte Ringstad Vartdal, CEO of Golden Ocean Management AS, commented:

"We are proud to be in the position to acquire a large number of modern, high

quality vessels in an all-share transaction.  This underscores the value the

sellers ascribe to our operating platform, management team and corporate

strategy. The acquired vessels, averaging 4 years of age, which matches the age

profile of our existing fleet, will further enhance our already significant

commercial scale and increase our operational leverage to a potential dry bulk

market recovery.  Combined with attractive bank financing which includes no

fixed debt amortization and soft covenants through June 2019, the transaction

should be accretive also in terms of cash breakeven levels. We consider the

price obtained to be attractive and expect the transaction to be significantly

value-accretive to our shareholders."

As part of the Acquisition, Golden Ocean will acquire Quintana's 14 vessel fleet

and assume the fleet's corresponding debt of USD 262.7 million in consideration

for 14.5 million shares of Golden Ocean. Golden Ocean has agreed to a USD 17.4

million down payment of the debt associated with the fleet in order to obtain no

fixed debt repayments and soft covenants through June 2019. A cash sweep

mechanism will be in place for excess cash generated by the fleet. The fleet

consists of 6 Capesize vessels and 8 Kamsarmax/Panamax vessels, mainly built in

Japan and Korea. The vessels will be owned by a non-recourse subsidiary to

Golden Ocean.

Additionally, Golden Ocean will acquire two 2017-built ice class Panamax vessels

from affiliates of Hemen in consideration for 3.3 million shares of the Company

to fund the equity portion of the acquisition. Hemen will issue a seller credit

of USD 22.5 million that matures in June 2019, with no fixed amortization. These

vessels will also be owned by a non-recourse subsidiary of Golden Ocean.

Completion of the Acquisition is subject to the execution of definitive loan

documents, Golden Ocean raising sufficient new equity to satisfy certain loan

conditions, customary closing conditions and regulatory approvals. Closing is

expected to be during the second quarter of 2017 and on a vessel-by-vessel

basis.

DNB Markets is acting as financial advisor to the Company in connection with the

Acquisition.

About Golden Ocean

Golden Ocean, a leading dry bulk shipping company, will after this transaction

own or control a modern fleet of 77 vessels and six Capesize newbuilding

contracts.  On a fully-delivered basis, Golden Ocean's fleet will have an

aggregate carrying capacity of approximately 11.0 million deadweight tons

("DWT") and an average age of less than 5 years on a DWT basis.  Golden Ocean's

significant scale is further enhanced by its commercial management platform,

which manages 45 additional vessels on behalf of third parties. Golden Ocean is

listed on the NASDAQ and Oslo Stock Exchange under the symbol 'GOGL.'

The Board of Directors

Golden Ocean Group Limited

March 14, 2017

Hamilton, Bermuda

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.