Golden Ocean Group

Capital/Financing Update • Jan 17, 2014

GOGL - Golden Ocean Group Limited announces the pricing of its USD 200 million convertible bond

GOGL - Golden Ocean Group Limited announces the pricing of its USD 200 million convertible bond

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,

CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES

WOULD BE PROHIBITED BY APPLICABLE LAW.

Golden Ocean Group Limited ("Golden Ocean" or the "Issuer") announces today the

successful placement of its convertible bonds due 2019 (the "Bonds") with an

aggregate principal amount of USD 200 million following exercise in full of its

increase option.

The senior unsecured bonds will be convertible into common shares of the Issuer.

The Bonds will have an annual coupon of 3.07% payable semi-annually in arrear

and a conversion premium of 32.5% over the volume weighted average price of the

Issuer's shares on the Oslo Stock Exchange (converted at today's USD:NOK spot

rate prevailing at closing of the market) between opening and closing of the

market today.

The USD conversion price of the Bonds will be announced separately later today.

The Bonds will be issued and redeemed at 100% of their principal amount and

will, unless previously redeemed, converted or purchased and cancelled, mature

on 30 January 2019.

Golden Ocean has the right to call the Bonds at par plus accrued interest at any

time if less than 10% of the Bonds originally issued remain outstanding.

The Bonds are expected to be settled and delivered on 30 January 2014. Golden

Ocean may decide to list the Bonds on an exchange at a later stage.

The net proceeds of the Bonds will be used to grow the Issuer with a focus on

acquiring sailing vessels or vessels that are due for delivery within a short

time frame, to part finance existing newbuilds and for general corporate

purposes.

ABG Sundal Collier Norge ASA and BNP Paribas were Joint Bookrunners of the

offering.

January 17, 2014

The Board of Directors

Golden Ocean Group Limited

Hamilton, Bermuda

Contact Persons:

Herman Billung: CEO, Golden Ocean Management AS

+47 22 01 73 41

Per Heiberg: Acting CFO, Golden Ocean Management AS

+47 22 01 73 45

This announcement is not for distribution, directly or indirectly in or into the

United States, Canada, Australia or Japan or any other jurisdiction in which

publication or distribution would be unlawful. This announcement is not an offer

to sell any of the Bonds and/or the shares to be delivered upon conversion of

the Bonds (together, the "Securities") or the solicitation of any offer to buy

Securities, nor shall there be any offer of Securities in any jurisdiction in

which such offer or sale should be unlawful. The Securities mentioned in this

announcement have not been and will not be registered in the United States under

the US Securities Act of 1933, as amended (the "US Securities Act"), and may not

be offered or sold in the United States absent registration or exemption from

registration under the US Securities Act. There will be no public offer of the

Securities in the United States or in any other jurisdiction.

In Member States of the European Economic Area ("EEA"), this announcement is

directed only at persons who are qualified investors within the meaning of

article 2(1)(e) of the Directive 2003/71/EC, as modified and implemented in each

Member State (the "Prospectus Directive") ("Qualified Investors"). Any person in

the EEA who acquires the Securities in any offer (an "Investor") or to whom any

offer of the Securities is made will be deemed to have represented and agreed

that it is a Qualified Investor. Any Investor will also be deemed to have

represented and agreed that any Securities acquired by it in the offer have not

been acquired on behalf of persons in the EEA other than Qualified Investors,

nor have the Securities been acquired with a view to their offer or resale in

the EEA to persons where this would result in a requirement for publication by

the Issuer or any of the Joint Bookrunners of a prospectus pursuant to article

3 of the Prospectus Directive. The Issuer, the Joint Bookrunners and any of

their respective affiliates, and others will rely upon the truth and accuracy of

the foregoing representations and agreements.

In addition, in the United Kingdom, this announcement is directed only at, and

is being distributed only to, Qualified Investors (i) who have professional

experience in matters relating to investments falling within article 19(5) of

the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as

amended (the "Order"), (ii) who fall within article 49 of the Order, and (iii)

to whom it may otherwise lawfully be communicated (all such persons together

being referred to as "Relevant Persons"). This communication must not be read,

acted on or relied on by persons who are not Relevant Persons. Any investment or

investment activity to which this announcement relates is available only to

Relevant Persons.

The Joint Bookrunners are acting for the Issuer in connection with the offer,

and for no-one else and will not be responsible to anyone other than the Issuer

for providing the protections afforded to clients of the Joint Bookrunners or

for providing advice in relation to the offer, and the Joint Bookrunners make no

representations as to the accuracy of and take no responsibility for the

contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgement. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any Securities or a

recommendation to buy or sell any Securities. Neither the Joint Bookrunners nor

any of their respective affiliates accepts any liability arising from the use of

or makes any representation as to the accuracy or completeness of this

announcement.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1755451]