Golden Ocean Group

Share Issue/Capital Change • Oct 17, 2017

GOGL - Equity offering successfully placed

GOGL - Equity offering successfully placed

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

"Company") is pleased to announce that the equity offering (the "Offering") for

issue of new common shares (the "New Shares") announced on October 16, 2017 has

been successfully placed at USD 8.50 per New Share (equaling NOK 67.07 at a

USD/NOK exchange rate of 7.89), raising gross proceeds of approximately USD 66

million (approximately NOK 521 million) through the issuance of 7,764,705 New

Shares. The Offering was significantly over-subscribed with strong interest from

large institutional investors enabling a pricing equalling to market close on

NASDAQ on October 16, 2017.

Further, upon completion of the vessel purchase transaction announced on October

16, 2017, Hemen Holding Limited, a company indirectly controlled by trusts

established by Mr John Fredriksen for the benefit of his immediate family,

("Hemen") will receive 4,000,000 new common shares in the Company and as a

result own an aggregate of 49,326,353 shares in the Company, equaling

approximately 34.2 per cent of the Company's common shares and votes.

Notifications of allocation of the New Shares will be distributed on or about

October 17, 2017. The New Shares allocated in the Offering are expected to be

delivered against payment on or about October 19, 2017 and will commence to

trade under the Company's ordinary trading symbol "GOGL" on NASDAQ on or about

October 17, 2017 and can be traded on the Oslo Stock Exchange from on or about

October 19, 2017 (expected from US markets open) subject to investors having

made necessary arrangements to transfer shares from the Depository Trust Company

in the US to the Norwegian Central Securities Depository (the VPS).

Following issuance of the New Shares, the Company will have 140,137,697 issued

common shares, each having a par value of USD 0.05. Following issuance of the

consideration shares to Hemen in connection with the acquisition of the two

vessels as announced on October 16, 2017, the Company will have 144,137,697

issued common shares each having a par value of USD 0.05.

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

offer to buy securities and shall not constitute an offer, solicitation or sale

in any jurisdiction in which such offer, solicitation or sale is unlawful. The

Offering is being made only by means of an application agreement, a term sheet

and a prospectus supplement and accompanying base prospectus. A prospectus

supplement related to the offering has been filed with the U.S. Securities and

Exchange Commission (the "SEC") and is available on the SEC's website located at

www.sec.gov.  Copies of the prospectus supplement and the accompanying base

prospectus relating to the Offering may be obtained from contacting DNB Markets

Inc. at 200 Park Ave, Floor 31, New York, NY 10166, telephone: +1 212 681 3800.

The Offering will be made pursuant to the Company's existing shelf registration

statement on Form F-3 (Registration No. 333-211365) previously filed with the

SEC and declared effective.

The Board of Directors

Golden Ocean Group Limited

Contact Persons:

Birgitte Ringstad Vartdal, CEO, Golden Ocean Management AS

+47 22 01 73 53

Per Heiberg, CFO, Golden Ocean Management AS

+47 22 01 73 45

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 of section 5-12 of

the Norwegian Securities Trading Act.