Golden Ocean Group

Earnings Release • May 28, 2015

GOGL - First Quarter 2015 Results

GOGL - First Quarter 2015 Results

Highlights

In this report, the Company is defined as Knightsbridge Shipping Limited prior

to the Merger on 31 March 2015, and the combined company, renamed to Golden

Ocean Group Limited, following the Merger with the Former Golden Ocean.

* Knightsbridge completed the merger with the Former Golden Ocean on March

31, 2015 and was renamed Golden Ocean Group Limited.

* The Company reports a net loss of $15.3 million and a loss per share of

$0.18, excluding vessel impairment loss and bargain purchase gain, for the

first quarter of 2015

* The Company reports a net loss of $75.3 million and a loss per share of

$0.88 for the first quarter of 2015.

* The Company reports EBITDA of $(3.6) million and EBITDA per share of $(0.04)

for the first quarter of 2015.

* The Company took delivery of five Capesize newbuildings in the first

quarter.

* In January 2015, the Company entered into an index-linked, long term time

charter contract for chartering out a total of 15 Capesizes.

* In February 2015, the Company entered into a $425.0 million secured post-

delivery term loan facility to part finance 14 newbuilding vessels.

* In March 2015, the Company completed the previously announced acquisition of

12 newbuilding contracts from Frontline 2012.

* In April 2015, the Company received $40.1 million in relation to the

cancellation of newbuilding contracts at Jinhaiwan.

* In April 2015, the Company agreed to the sale of two vessels, which were

acquired as a result of the Merger.

* In April 2015, the Company agreed to the sale of four newbuilding Capesize

vessels, which were owned by the Company prior to the completion of the

Merger.

* In April 2015, the Company agreed to a sale and leaseback transaction with

Ship Finance for eight Capesize vessels.

* In April 2015, the Company agreed to postpone delivery of several of its

newbuilding contracts by 79 months in aggregate.

* In May 2015, the Company took delivery of one Supramax newbuilding.

Merger with Golden Ocean

On October 7, 2014, the Company (formerly Knightsbridge Shipping Limited) and

Golden Ocean Group Limited, or the Former Golden Ocean, entered into an

agreement and plan of merger, the Merger, pursuant to which the two companies

agreed to merge, with the Company as the surviving legal entity. The Merger was

approved by the shareholders of the Former Golden Ocean and the Company in

separate special general meetings, which were held on March 26, 2015. At the

special general meeting of the shareholders of the Company, the Amended and

Restated Bye-laws of the Company were adopted and it was also agreed that the

name of the Company be changed to Golden Ocean Group Limited immediately after

the effective time of the Merger.

The Merger was completed on March 31, 2015, at which time the Company acquired

100% of the Former Golden Ocean's outstanding shares and the name of the Company

was changed to Golden Ocean Group Limited. Shareholders in the Former Golden

Ocean received shares in the Company as merger consideration. Pursuant to the

Merger Agreement, one share in the Former Golden Ocean gave the right to receive

0.13749 shares in the Company, and the Company issued a total of 61.5 million

shares (gross) to shareholders in the Former Golden Ocean as merger

consideration. Prior to completion of the Merger, the Company had 111,231,678

common shares outstanding.

Following completion of the Merger, and pursuant to the merger agreement, the

cancellation of 51,498 common shares (which were held by the Former Golden

Ocean) and the cancellation of 4,543 common shares (which account for fractional

shares that we will not be distributed to the Former Golden Ocean shareholders

as merger consideration), the Company has 172,675,637 common shares outstanding.

Trading in the Company's shares commenced on the Oslo Stock Exchange on April

1, 2015 under the ticker code "VLCCF". Commencing on April 7, 2015, the

Company's shares traded on the Oslo Stock Exchange under the ticker code "GOGL".

The Company's common shares began trading under our new name and ticker symbol

"GOGL" on the Nasdaq Global Select Market on April 1, 2015.

The results for the three months ended March 31, 2015 (and comparatives for the

three months ended March 31, 2014 and full year 2014) are those of the former

Knightsbridge Shipping Limited while the balance sheet at March 31, 2015

includes the asset and liabilities of the Former Golden Ocean (based on a

preliminary assessment of the fair values of such assets and liabilities) and

thereby reflects the Merger, which was completed on that date. The balance

sheets at March 31, 2014 and December 31, 2014 are those of the former

Knightsbridge Shipping Limited.

First Quarter 2015 Results

The Company reports a net loss of $15.3 million and a loss per share of $0.18

for the first quarter, excluding a vessel impairment loss of $141.0 million and

preliminary bargain purchase gain of $80.9 million, compared with net income of

$5.2 million and earnings per share of $0.06 for the preceding quarter. Net

income in the preceding quarter includes $6.4 million in respect of cash

received in the fourth quarter as final settlement for a claim for damages and

unpaid charter hire. The average daily time charter equivalent ("TCE") earned by

the Capesize vessels in the first quarter was $3,100 compared with $13,200 in

the preceding quarter. The earnings in the first quarter were hit by idle

vessels and vessels being delivered from yard with expensive bunkers and start-

up costs.

The Company has recorded a vessel impairment loss of $141.0 million in the three

months ended March 31, 2015. This impairment loss relates to five vessels (KSL

China, Battersea, Belgravia, Golden Future and Golden Zhejiang), which the

Company in April 2015 has agreed to sell to, and lease back, from Ship Finance.

(See Fleet Development below). The impairment loss represents the amount by

which the carrying value of the vessels exceeded the sales price.

The fair value of the Former Golden Ocean's identifiable tangible and intangible

assets acquired and liabilities assumed is based on a preliminary estimate of

fair values and this is in excess of the consideration amount. Management has

reassessed whether it has correctly identified all of the assets acquired and

all of the liabilities assumed and this excess remains. Consequently, the

Company recognized a bargain purchase gain of $80.9 million in the income

statement in the three months ended March 31, 2015.

The Merger has not had an impact on the results of operations in the three

months ended March 31, 2015, except for the bargain purchase gain, as it was

completed at the end of the quarter. Consequently, the results of the Former

Golden Ocean for the first quarter are not reported but the asset and

liabilities are included in the balance sheet at quarter end (based on a

preliminary assessment of the fair values of such assets and liabilities).

Cash and cash equivalents increased by $143.1 million in the first quarter. Cash

of $128.0 million was acquired upon completion of the Merger and the Company

acquired $108.6 million in connection with the acquisition of 12 SPCs from

Frontline 2012 Ltd, or Frontline 2012. Cash of $6.2 million was absorbed by

operations, the Company paid $222.6 million in respect of its newbuilding

program, increased bank borrowings by $141.8 million (net of debt fees paid) and

increased its restricted cash balance by $6.5 million.

The full report is available in the link below.

May 28, 2015

The Board of Directors

Golden Ocean Group Limited

Hamilton, Bermuda

Questions should be directed to:

Herman Billung: CEO Golden Ocean Management AS

+47 22 01 73 41

Birgitte Ringstad Vartdal: CFO Golden Ocean Management AS

+47 22 01 73 53

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#1924477]