Golden Ocean Group Limited: GOGL - Approval and Publication of Prospectus

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 private placement in Golden Ocean Group Limited (the "Company") of 343,684,000 new shares (the "New Shares") for gross proceeds of NOK 1,718,420,000 (approximately USD 200 million) (the "Private Placement") and the subsequent offering (the "Subsequent Offering") of up to 34,368,400 new shares (the "Offer Shares") for gross proceeds of up to NOK 171,842,000 (approximately USD 20 million) (equal to up to 10% of the size of the Private Placement).

Approval and Availability of the Prospectus:

The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has approved the prospectus of the Company dated February 23, 2016 (the "Prospectus"), for the (i) listing of the New Shares issued in the Private Placement, each with a par value of USD 0.01; and (ii) the Subsequent Offering and listing of up to 34,368,400 Offer Shares, each with a par value of USD 0.01.

The New Shares issued in the Private Placement will be tradable on Oslo Boers under the separate trading symbol "GOGL R" from and including February 24, 2016.

The subscription period for the Subsequent Offering will commence at 09:00 a.m. CET on February 29, 2016 and expire at 16:30 p.m. CET on March 11, 2016.

The Prospectus will be available at the following websites: www.goldenocean.bm (http://www.goldenocean.bm/) under Investors/Prospectus; www.danskebank.no/goldenocean; www.dnb.no/emisjoner; www.arctic.com; http://securities.clarksons.com/emisjoner; and www.nordea.no/gogl. Hard copies of the Prospectus may be obtained by contacting, Danske Bank (+47 85 40 69 41), DNB Markets (+47 23 26 81 01), Arctic Securities (+47 21 01 30 40), Clarksons Platou Securities (+47 22 01 63 00) or Nordea Markets (+47 24 01 34 62).

Managers;

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 have acted as Managers of the Private Placement and the Subsequent Offering.

***

For more information, please refer to the Prospectus.

February 24, 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 of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.