Golden Ocean Group

Share Issue/Capital Change • Feb 18, 2016

GOGL - Contemplated Private Placement - Launch of bookbuilding

GOGL - Contemplated Private Placement - Launch of bookbuilding

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

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.

Reference is made to the stock exchange notice published earlier today where

Golden Ocean Group Limited (the "Company") announced 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 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 assist the Company in a contemplated private

placement (the "Private Placement") for issue of new shares (the "New Shares")

for gross proceeds of the NOK equivalent of approximately USD 200 million. The

Private Placement is directed towards certain Norwegian and international

institutional investors subject to applicable exemptions from relevant

prospectus requirements, (i) outside the United States in reliance on Regulation

S under the US Securities Act of 1933 (the "U.S. Securities Act") and (ii) in

the United States to investors that have a pre-existing relationship with a

Manager and that are either "qualified institutional buyers" ("QIBs") as defined

in Rule 144A under the US Securities Act or institutional "accredited investors"

within the meaning of Rule 501(a) under(1), (2) or (7) of the U.S. Securities

Act. The minimum application and allocation amount has been set to the NOK

equivalent of EUR 100,000, provided that the Company reserves the right to, at

its sole discretion, allocate lower amounts to investors that qualify as

"professional investors" pursuant to the Norwegian Securities Trading Act and

ancillary regulations.

The subscription price and number of shares issued in the Private Placement will

be determined through an accelerated bookbuilding process. The bookbuilding

period will start February 18, 2016 at 16:30 CET and end at February 19, 2016 at

08:30 CET. The Company reserves the right to at any time and in its sole

discretion resolve to close or to extend the bookbuilding period.

The Company's largest shareholder, Hemen Holding Limited. ("Hemen"), currently

controlling approximately 43.1% of the shares in the Company, will subscribe for

and be allocated minimum its pro rata share in the Private Placement, amounting

to the NOK equivalent of approximately USD 86.2 million. Other leading

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

least their pro rata share in the Private Placement.

The allocation of New Shares in the Private Placement will be made at the

discretion of the Company's Board of Directors in consultation with the

Managers, on or about February 19, 2016, subject to any shortening or extension

of the bookbuilding period.

The New Shares issued in the Private Placement will be restricted shares in the

U.S., and will be subject to a six month holding period during which they cannot

be traded in the U.S. The New Shares will therefore be delivered and registered

on a separate ISIN BMG396371145 and listed on Oslo Børs only under a separate

trading symbol "GOGL R" after a prospectus (the "Prospectus") has been approved

by the Norwegian Financial Supervisory Authority(approval expected on or about

February 23, 2016). During the second half of 2016, the New Shares are expected

to be registered with the ordinary ISIN BMG396371061 of the Company and

thereafter commence to trade under the Company's ordinary trading symbol "GOGL"

and become freely tradable on both Oslo Børs and NASDAQ Global Select Market.

If required in order to ensure sufficient authorised share capital to issue the

new shares in the Private Placement, the Company will distribute a proposed

written resolution to increase the Company's authorised share capital to its

shareholders on or about February 22, 2016. The record date for voting on the

proposed written resolution is set to February 17, 2016. If the Company's

existing unused authorized share capital is not sufficient to issue all the New

Shares, Hemen has agreed to defer settlement with respect to all or parts of its

allocated amount until an increase in the Company's authorized share capital has

been approved. Such approval is expected to be obtained during the week starting

February 22, 2016. The Company has received undertakings from shareholders

representing approximately 50.82% of the shares and votes in the Company that

they will vote in favor of a capital increase, which represents sufficient

majority for approval (the requirement is above 50% of the total issued and

outstanding shares).

February 18, 2016

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

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#1987403]