GOGL - Equity Offering

Hamilton, Bermuda, April 1, 2009

Press release from Golden Ocean Group Ltd.

Golden Ocean Group Limited ("GOGL" or the "Company") hereby announces that the Company intends to issue 165 million new ordinary shares at a subscription price of NOK 4.1 per share. The share issue will raise approximately USD 100 million in fresh equity to the Company.

The placement of the new shares is intended to take place this afternoon and the subscription amount is fully underwritten by the Company's largest shareholder Hemen Holding Ltd.

The new shares will become tradable on the Oslo Stock Exchange once a prospectus has been prepared by the Company and approved by the Oslo Stock Exchange. Subscribers in the placement will receive settlement by way of existing shares borrowed from Hemen Holdings Ltd, meaning that the shares received by the subscribers will be tradeable immediately upon closing of the placement. This is however limited to 100 million shares.

The equity infusion combined with various agreements reached with yards and lenders to the Company, the existing book of long term charter out agreement and the modern fleet will create a solid financial fundament for future operation of Golden Ocean. The restructured balance sheet of GOGL should also put the Company in a position where it can benefit from new opportunities in the dry-bulk market in the short to medium term.

The Company has agreed with Hemen Holding to buy back Hemen Holding's USD 165 million position in the convertible bond at a price of 35 % of par. Similar offers have been given to four other significant remaining holders, but they have rejected this price. The buy back of the bonds will reduce the Company's debt with USD 155 million and create a positive income of USD 96 million in Q2 2009.

As a precondition to the placement of the new shares, the Company has succeeded in restructuring its order book with its shipyards. This restructuring involves a total of 9 vessels on order. The restructuring includes postponements of delivery dates, cancellations and the transfer of a number of vessels into a single purpose company which can be project financed. The consequence of the restructuring is that the financial commitment under the Company's new building program is reduced by a total of approximately USD 350 million.

The Company has also reached agreements with its lenders to alter the terms under its various syndicated loan agreements whereafter the Company will be allowed to draw on existing facilities. Changes agreed to existing covenants will also provide more flexibility going forward.

Save for 3 Kamsarmax newbuildings, all of which have 10 years time charters attached and 1 Capesize vessel to be delivered in 2012, the entire newbuilding program of the Company now has secured required external financing. Golden Ocean's open Capesize capacity for 2009/2010 is, on average, just in excess of 10%. For the Panamax segment, the open capacity is 40%.

It has been the Board's target for the restructuring that the Company with its current charter coverage should be in position to generate positive cashflow after debt service and payment of newbuildings even if the average spot market rates for both segments should be as low as USD 15,000 and USD 7,500 per day which are lower than indicated through current forward market. Under improved scenarios the Company will generate substantial free cash.

Joint book runners in the equity offering are: Fearnley Fonds ASA, DnB NOR Markets, Nordea Markets, First Securities ASA, Platou Securities ASA, Arctic Securities ASA and ABG Sundal Collier.

Golden Ocean Group Limited