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GOGL - Announcement of commencement of USD 60 million equity offering

Golden Ocean Group Limited (NASDAQ and OSE: GOGL) ("Golden Ocean" or "the Company") today announced that it has commenced an equity offering (the "Offering") for issue of new shares (the "New Shares") for gross proceeds of the NOK equivalent of approximately USD 60 million. The Company has engaged DNB Markets Inc. and ABN AMRO Securities (USA) LLC (the "Managers") as placement agents in connection with the Offering.

The Offering will be directed towards certain Norwegian and international institutional investors subject to applicable exemptions from European prospectus requirements. 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.

We intend to use the net proceeds of this offering to partially pre-pay debt under the new loan agreements we expect to enter into in connection with the acquisition of fourteen vessels from Quintana Shipping Ltd., as previously announced, in an amount of approximately $17.4 million, and to use the balance for general corporate purposes in subsidiaries non-recourse to the Company.
The subscription price and number of shares issued in the Offering will be determined through an accelerated bookbuilding process. The bookbuilding period will start March 14, 2017 at 4:00 pm EST and 21:00 pm CET and are expected to end at March 15, 2017 at 3:00 am EST and 08:00 am CET. The Company reserves the right to close or extend the bookbuilding period at any time in its sole discretion, at short notice.

The Managers have prior to the launch of the Offering received significant indications of interest from investors to subscribe in the Offering for an amount well exceeding the transaction size of USD 60 million.

The allocation of New Shares in the Offering will be made at the discretion of the Company in consultation with the Managers, on or about March 15, 2017, subject to any shortening or extension of the application period.

Subject to full payment of the New Shares, the New Shares allocated in the Offering are expected to be delivered to the subscribers in the Offering on or about March 17, 2017 and to be registered in the Norwegian Central Securities Depository (VPS) with the Company's ISIN BMG396372051 and commence to trade under the Company's ordinary trading symbol "GOGL" and become tradable on the Oslo Stock Exchange and the NASDAQ on or about March 17, 2017.

Important Information for Investors and Shareholders

This offering will be 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 this offering may be obtained from contacting DNB Markets Inc. at 200 Park Ave, Floor 31, New York, NY 10166, telephone: +1 212 681 3800.This 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

March 14, 2017

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 of section 5-12 of the Norwegian Securities Trading Act.

Source:Golden Ocean Group Limited

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