GOGL - Golden Ocean Group Limited announces completion of private placement in Norway

HAMILTON, Bermuda, February 19, 2016 -- Golden Ocean Group Limited ("Golden Ocean" or the "Company") announced that it has successfully completed its previously announced private placement of common shares in Norway pursuant to certain exemptions from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Gross proceeds from the private placement amount to approximately $200 million through the issuance of 343,684,000 common shares. The Company's largest shareholder, Hemen Holding Limited ("Hemen"), has been allocated 158,000,000 common shares in the private placement equaling a total of 232,436,122 common shares, or 45.0% of the Company's shares, held by Hemen. The calculation is based on an aggregate of 516,359,637 outstanding shares in the Company upon completion of the private placement. In addition, Hemen holds TRS agreements with underlying exposure to 195,648 shares in the Company. Franklin Enterprises Inc, a company indirectly controlled by trusts established by John Fredriksen for the benefit of his immediate family, has a holding of $ 93.6 million in the Golden Ocean Group Limited 3.07% 2019 convertible bond (GOGL 02).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act.

February 19, 2016

The Board of Directors
Golden Ocean Group Limited
Hamilton, Bermuda

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.

Golden Ocean Group Limited and its subsidiaries, or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should," "expect" and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, including, without limitation, management's examination of historical operating trends, data contained in our records and data available from third parties. 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. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference 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 the Company's operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company's 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, or the Commission.

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