Golden Ocean Group

Share Issue/Capital Change • Feb 19, 2016

GOGL - Private Placement successfully completed

GOGL - Private Placement successfully completed

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.

Golden Ocean Group Limited (the "Company") is pleased to announce that the

private placement of new shares (the "New Shares") announced on February

18, 2016 (the "Private Placement"), has been successfully completed at NOK 5.00

per New Share, raising gross proceeds of NOK 1,718,420,000 (approximately USD

200 million) through the issuance of 343,684,000 New Shares.

The successful completion of the Private Placement also means that the Company

fulfils the equity condition in its amended financing terms, as described in the

stock exchange notice on February 18, 2016.

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

February 19, 2016. The due date for payment for allocated New Shares is expected

to be February 23, 2016. Following issuance of the New Shares the Company will

have 516,359,637 issued common shares each having a par value of USD 0.01.

The Company's existing unused authorized share capital is not sufficient to

issue all the New Shares, and Hemen Holding Limited has agreed to defer

settlement with respect to 16,359,637 of its allocated New Shares until an

increase in the Company's authorized share capital has been approved. Such

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

The Company has received undertakings from shareholders representing

approximately 50.82% of the shares and votes in the Company that they will vote

in favour of the capital increase, which represents sufficient majority for

approval.

The New Shares issued in the Private Placement will be restricted shares in the

U.S., and will be subject to a six month holding period during which they cannot

be traded in the U.S. The New Shares will therefore be delivered and registered

on a separate ISIN BMG396371145 in the Norwegian Central Securities Depository

(Nw. Verdipapirsentralen) (the "VPS"). The New Shares will be assumed for

listing only on Oslo Børs under a separate trading symbol "GOGL R" following

publication of a prospectus (the "Prospectus") approved by the Norwegian

Financial Supervisory Authority (approval expected on or about February

23, 2016). During the second half of 2016, the New Shares are expected to be

registered with the Company's ordinary ISIN BMG396371061 and thereafter commence

to trade under the Company's ordinary trading symbol "GOGL" and become freely

tradable on both Oslo Børs and NASDAQ Global Select Market.

The Company will carry out a subsequent offering (the "Subsequent Offering") of

up to 34,368,400 new shares in the Company for gross proceeds of up to NOK

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

size of the Private Placement). The Subsequent Offering will, on the basis of

the Prospectus, be directed towards shareholders who (i) are holding less than

100,000 shares as of February 18, 2016, as registered with 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"). The

Eligible Shareholders will be granted non-tradable subscription rights. The

subscription period in the Subsequent Offering is expected to commence shortly

after publication of the Prospectus. The subscription price in the Subsequent

Offering will be the same as in the Private Placement. Reference is made to a

separate stock exchange release in this regard.

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 have

acted as Managers of the Private Placement.

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#1987622]