Golden Ocean Group

Share Issue/Capital Change • Feb 19, 2016

GOGL - Subsequent Offering

GOGL - Subsequent Offering

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT

CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the previous stock exchange releases of Golden Ocean Group

Limited (the "Company") regarding the fully subscribed private placement of

343,684,000 new shares in the Company and the decision to carry out a subsequent

offering (the "Subsequent Offering") of up to 34,368,400 new shares in the

Company (the "Offer Shares") for gross proceeds of up to NOK

171,842,000 (approximately USD 20 million) (equal to up to 10% of the size of

the Private Placement).

The Subsequent Offering will, on the basis of a prospectus (the "Prospectus") to

be approved by the Norwegian Financial Supervisory Authority, be directed

towards shareholders who (i) are holding less than 100,000 shares as of February

18, 2016, as registered with the Norwegian Central Securities Depository (Nw:

Verdipapirsentralen or the "VPS") as of expiry of February 22, 2016, (ii) are

not allocated shares in the Private Placement, and (iii) are not resident in a

jurisdiction where such offering would be unlawful or, for jurisdictions other

than Norway, would require any prospectus, filing, registration or similar

action (the "Eligible Shareholders"). Such Eligible Shareholders will be granted

non-tradable subscription rights giving right to subscribe and be allocated

Offer Shares.

The subscription price in the Subsequent Offering is NOK 5.00 per Offer Share,

being the same as the subscription price in the Private Placement. The

subscription period in the Subsequent Offering will commence shortly after

publication of the Prospectus (publication of the Prospectus expected on or

about February 23, 2016).

The following key information is given with respect to the Subsequent Offering:

Date of announcement of the Subsequent Offering: February 19, 2016

Last day including right: February 18, 2016

Ex-date: February 19, 2016

Record date: February 22, 2016

Date of approval: The Subsequent Offering is subject to shareholder approval of

an increase in the Company's authorised share capital. The Company will

distribute a proposed written resolution to increase the Company's authorised

share capital to its shareholders on or about February 22, 2016. The record date

for voting on the proposed written resolution is set to February 17, 2016.

Approval is expected to be obtained during the week starting February 22, 2016.

Maximum number of Offer Shares: 34,368,400

Subscription price per Offer Share: NOK 5.00

Danske Bank, DNB Markets, part of DNB Bank ASA, Arctic Securities AS, Clarksons

Platou Securities AS and Nordea Markets, part of Nordea Bank Norge ASA are

acting as Managers of the Subsequent Offering.

February 19, 2016

Hamilton, Bermuda

Golden Ocean Group Limited

***

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.

[HUG#1987623]