Golden Ocean Group — Capital/Financing Update 2016

Feb 18, 2016

GOGL - Agreement on amended financing terms and contemplated Private Placement

GOGL - Agreement on amended financing terms and contemplated Private Placement

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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 further

proactive measures to strengthen its balance sheet, including amendment of all

bank loan facilities of the Company, positive discussions with yards about

further postponements of newbuilding deliveries, and a new equity issue. The

refinancing creates a comfortable liquidity position while preserving an

attractive and leveraged exposure to the dry bulk market.

Over the last 12 months, the Company has taken several measures to preserve its

liquidity position, including postponement of newbuilding deliveries, sale of

vessels, sale of newbuildings and sale & leaseback agreements. In light of the

continued weak freight markets, the Company has been exploring additional

measures to further preserve and improve its liquidity position to better

position the Company through the current market cycle and at the same time to

preserve the upside when the market improves.

Commencing from April 1, 2016, there will be no amortizations on the Company's

bank loan facilities until September 30, 2018, deferring a total of USD ~165

million of amortization commitments. Further, the minimum equity ratio will be

removed and the Minimum Value Covenant will be reduced to 100% in the same

period. A cash sweep mechanism will enable the Company to deleverage when the

freight market recover. Further, the Company has also agreed a pre-agreed

drawdown amount of USD 25m per remaining Capesize newbuilding, eliminating

funding risk at delivery. The principal margins on the loans are unchanged and

in average 2.3%, however the Company will pay a slightly increased margin of

4.25% for the, at any given time, deferred amount under the loan facilities. The

agreement with the banks is conditional upon the Company raising USD 200m of

equity.

The Company has mandated 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 (the "Managers") to explore the opportunity to raise USD 200

million in a private placement (the "Private Placement").

The Company's largest shareholder, Hemen Holding Limited, currently controlling

approximately 43.1% of the shares in the Company, as well as other leading

shareholders in the Company have indicated support for subscribing to at least

its pro rata share in the Private Placement.

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

harbour 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#1987159]