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Golden Ocean Group

Prospectus Mar 23, 2015

6243_iss_2015-03-23_c0d56704-e8e2-4845-b846-af005eafbd1e.html

Prospectus

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VLCCF - APPROVAL OF PROSPECTUS FOR THE SECONDARY LISTING OF KNIGHTSBRIDGE SHIPPING LIMITED ON THE OSLO STOCK EXCHANGE. LISTING APPLICATION APPROVED

VLCCF - APPROVAL OF PROSPECTUS FOR THE SECONDARY LISTING OF KNIGHTSBRIDGE SHIPPING LIMITED ON THE OSLO STOCK EXCHANGE. LISTING APPLICATION APPROVED

March 23, 2015 - Knightsbridge Shipping Limited ("Knightsbridge") (to be renamed

Golden Ocean Group Limited) has announced that, in connection with the

previously announced merger between Knightsbridge and Golden Ocean Group Limited

("Golden Ocean"), its shares have been approved today for a secondary listing on

the Oslo Stock Exchange, subject to the completion of the merger, registration

in the VPS of the consideration shares issued in the merger to meet sections

2.4.7 and 9.2 (2) no. 2 of the Oslo Stock Exchange Listing Rules, and

publication of an approved listing prospectus (see below).

As previously announced, Knightsbridge and Golden Ocean will hold special

general meetings of shareholders to approve the merger on March 26, 2015.

The Norwegian Financial Supervisory Authority has on March 23, 2015, approved a

prospectus dated March 23, 2015 for the secondary listing of Knightsbridge's

shares on the Oslo Stock Exchange (the "Listing Prospectus"). The Listing

Prospectus will be available on www.goldenocean.no and

www.knightsbridgeshipping.com . Copies of the Listing Prospectus may also be

obtained by contacting Knightsbridge, c/o Frontline Management AS, tel:

+47 23 11 40 00. Shareholders are urged to read the Listing Prospectus carefully

because it contains important information on, among other things, the merger,

the exchange of Golden Ocean shares for Knightsbridge shares upon consummation

of the merger, the merging companies and admission to trading of the shares in

the combined company on the Oslo Stock Exchange.

Pending the consummation of the merger, which remains subject to shareholder

approval and the satisfaction or waiver of certain other conditions included in

the agreements, the following indicative timetable contains important dates

relating to the merger and the commencement of trading of the combined company's

shares on the Oslo Stock Exchange (subject to change):

* March 26, 2015: Special General Meetings of Golden Ocean and Knightsbridge

to approve, among other things, the merger.

* March 31, 2015: Last day of trading in Golden Ocean shares inclusive of

right to receive Knightsbridge shares as merger consideration.

* March 31, 2015: Last day of listing of Golden Ocean on the Oslo Stock

Exchange.

* March 31, 2015: Registration of the completion of the merger with the

Registrar of Companies in Bermuda (after close of trading on the Oslo Stock

Exchange). Golden Ocean is dissolved.

* March 31, 2015: Change of corporate name of Knightsbridge to Golden Ocean

Group Limited becomes effective.

* April 1, 2015: First day of trading in the shares of the merged company,

named Golden Ocean Group Limited, on the Oslo Stock Exchange. The company

will trade under its existing ticker "VLCCF" on April 1, 2015.

* April 7, 2015: First day of trading of Golden Ocean Group Limited under new

ticker "GOGL".

* April 8, 2015: Delivery of Knightsbridge shares to eligible shareholders'

accounts at the Norwegian Central Securities Depository (VPS):  April

8, 2015

Shareholders of Golden Ocean as of the expiry of March 31, 2015 (cut-off date)

as they will appear in Golden Ocean's shareholders register with the VPS as of

expiry of April 7, 2015 (record date), will receive 0.13749 consideration share

in Knightsbridge for each share they own in Golden Ocean as of expiry of the

cut-off date as recorded with the VPS on the record date, rounded down to the

nearest whole common share. Knightsbridge will not issue any fractional shares

and each holder of a fractional share interest will be paid an amount in cash

(without interest). Golden Ocean will be delisted from the Oslo Stock Exchange

as a consequence of the merger, and the last day of trading of Golden Ocean

shares will be March 31, 2015.

Trading in Knightsbridge (to be renamed Golden Ocean Group Limited) shares on

the Oslo Stock Exchange will begin before delivery of the shares to eligible

shareholders' VPS accounts. No account-to-account transactions and no

transactions with settlement prior to April 8, 2015 will be allowed in this

period.

Any changes in the indicative timing of the consummation of the merger and the

first day of trading of the shares in Knightsbridge will be published by Golden

Ocean and Knightsbridge through the Oslo Stock Exchange information system under

the ticker codes "GOGL" and "VLCCF", respectively.

March 23, 2015

Knightsbridge Shipping Limited

Hamilton, Bermuda

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking

statements.  Forward-looking statements 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, but not limited to "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 Golden Ocean believes 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 the control of Golden Ocean, Golden Ocean cannot assure

you that they, or the combined company resulting from the merger, will achieve

or accomplish these expectations, beliefs or projections. The information set

forth herein speaks only as of the date hereof, and Golden Ocean disclaims any

intention or obligation to update any forward-looking statements as a result of

developments occurring after the date of this communication.

Important Information For Investors And Shareholders

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

an offer to buy any securities or a solicitation of any vote or approval. In

connection with the proposed transaction between Golden Ocean and Knightsbridge,

Knightsbridge has filed relevant materials with the Securities and Exchange

Commission (the "SEC"), including a registration statement of Knightsbridge on

Form F-4, including Amendments No. 1, 2 and 3 thereto, containing a joint proxy

statement of Golden Ocean and Knightsbridge that also constitutes a prospectus

of Knightsbridge. The registration statement has been declared effective by the

SEC on February 25, 2015, and Golden Ocean and Knightsbridge commenced mailing

the definitive joint proxy statement/prospectus to shareholders of Golden Ocean

and Knightsbridge on or about February 26, 2015. INVESTORS AND SECURITY HOLDERS

OF GOLDEN OCEAN AND KNIGHTSBRIDGE ARE URGED TO READ THE JOINT PROXY

STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE

SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to

obtain free copies of the registration statement and the joint proxy

statement/prospectus and other documents filed with or furnished to the SEC by

Knightsbridge through the website maintained by the SEC at http://www.sec.gov.

Copies of the documents filed with or furnished to the SEC by Knightsbridge will

be available free of charge on Knightsbridge's website at

http://www.knightsbridgeshipping.com.  Additional information regarding the

participants in the proxy solicitations and a description of their direct and

indirect interests, by security holdings or otherwise, are contained in the

joint proxy statement/prospectus and other relevant materials to be filed with

or furnished to the SEC when they become available.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1905452]

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