Golden Ocean Group

Earnings Release • May 24, 2017

GOGL - First Quarter 2017 Results

GOGL - First Quarter 2017 Results

Golden Ocean Group Limited (NASDAQ: GOGL / OSE: GOGL) (the "Company" or "Golden

Ocean"), a leading dry bulk shipping company, today announced its results for

the quarter ended March 31, 2017.

Highlights

·      Net loss of $17.9 million and loss per share of $0.17 for the first

quarter of 2017, compared with net income of $6.5 million and earnings per share

of $0.06 for the fourth quarter of 2016 and a net loss of $68.2 million and a

loss per share of $1.09 for the first quarter of 2016.

·      Adjusted EBITDA[1] of $17.5 million for the first quarter of 2017

compared with $24.2 million in the prior quarter and negative $14.2 million for

the first quarter of 2016.

·      Entered into agreements to acquire 16 modern dry bulk vessels in a ship-

for-share transaction in exchange for 17.8 million shares and the assumption of

$285.2 million in debt.

·      Successfully completed a $60.0 million equity offering at NOK 60 per

share (or $6.97 per share based on the prevailing exchange rate at the time) to

provide financial support for the vessel acquisitions.

·      Took delivery of two Ultramax newbuildings, Golden Virgo and Golden Libra

and two Capesize newbuildings, Golden Surabaya and Golden Savannah, and entered

into agreements to postpone the delivery of six remaining newbuildings until

Birgitte Ringstad Vartdal, Chief Executive Officer of Golden Ocean Management AS

commented:

"The freight rate environment held up in the first quarter of the year, a

quarter that is typically characterized by seasonal weakness. Demand growth was

sufficient to partially offset seasonal weakness as well as the 13 million dwt

net growth of the global fleet during the quarter. Against this backdrop, we

believe that our acquisition of a large fleet of modern, high quality vessels in

a ship-for-share transaction was timely. The acquired vessels, averaging 4 years

of age, which matches the age profile of our existing fleet, will further

enhance our already significant commercial scale and increase our operational

leverage. We believe these acquisitions will create significant value for our

shareholders and position us well for further improvements in the dry bulk

market."

Per Heiberg, Chief Financial Officer of Golden Ocean Management AS, added:

"We will pay the full accumulated deferred repayments of $54 million of bank

debt in the second quarter of 2017 by triggering the cash sweep mechanism put in

place during our first quarter 2016 restructuring due to earnings levels in

excess of those anticipated at that time. Also, following the delivery of the

recently-acquired 16 vessels, we expect our cash breakeven levels to be further

reduced. Given our significant leverage to an improving market and highly

competitive cash breakeven levels, a sustained period of market strength will

allow us to continue to deleverage the Company's balance sheet."

The full report is available in the link below.

The Board of Directors

Hamilton, Bermuda

May 24, 2017

Questions should be directed to:

Birgitte Ringstad Vartdal: Chief Executive Officer, Golden Ocean Management AS

+47 22 01 73 53

Per Heiberg: Chief Financial Officer, Golden Ocean Management AS

+47 22 01 73 45

Forward Looking Statements

Matters discussed in this report 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 report 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.

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[1]Adjusted earnings before interest, taxes, depreciation and amortization.

Adjusted EBITDA is a non-GAAP measure. A reconciliation of adjusted EBITDA to

the most directly comparable GAAP measure is included in the back part of this

report.

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.