PROSPECTUS GOLDEN OCEAN GROUP LIMITED (a limited liability company incorporated under the laws of Bermuda) __________ Listing of 17,800,000 Consideration Shares, issued in connection with the Acquisition __________ The information contained in this prospectus (the “Prospectus”) relates to (i) the listing on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the “Oslo Stock Exchange”) by Golden Ocean Group Limited (the “Company” or “Golden Ocean”), a limited liability company incorporated under the laws of Bermuda (together with its consolidated subsidiaries, the “Group”), of 14,500,000 new Shares in the Company, each with a par value of USD 0.05 (the “Quintana Shares”), issued in connection with the Company’s acquisition of Quintana Shipping Ltd’s (“Quintana”) fleet of 14 dry bulk vessels (the “Quintana Acquisition”) and (ii) the listing of 3,300,000 new Shares in the Company, each with a par value of USD 0.05 (the “Hemen Shares”, and together with the Quintana Shares, the “Consideration Shares”), issued in connection with the Company’s acquisition of two ice class Panamax vessels from subsidiaries of Seatankers Co. Ltd. (“Seatankers”), an affiliate of Hemen (as defined below) (the “Hemen Acquisition”, and together with the Quintana Acquisition, the “Acquisition”). The Consideration Shares will be issued in steps at the time that the Company takes ownership of each vessel. __________ Trading in the Consideration Shares is expected to commence during the second quarter of 2017 under the trading symbol “GOGL”. Some delay might be expected due to uncertainties in the delivery schedules for the various vessels. __________ For definitions of certain other terms used throughout this Prospectus, see Section 20 “Definitions”. Investing in the Shares involves a high degree of risk; see Section 2 “Risk Factors” beginning on page 11. __________ The date of this Prospectus is March 27, 2017. IMPORTANT INFORMATION This Prospectus has been prepared in order to provide information about the Company and its business in relation to the listing of the Consideration Shares and comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the “Norwegian Securities Trading Act”) and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the “Prospectus Directive”) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereafter “EC Regulation 809/2004”). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the “Norwegian FSA”) has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not verified or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of verified or approval relating to corporate matters described in or referred to in this Prospectus. The Prospectus was approved by the Norwegian FSA on March 27, 2017. _________ The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Consideration Shares between the time when this Prospectus is approved and the date of listing of the Consideration Shares on the Oslo Stock Exchange, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances create any implication that there has been no change in the Company's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. _________ No person is authorized to give information or to make any representation in connection with the Acquisition other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorized by the Company or by any of its affiliates or advisors. _________ The distribution of this Prospectus in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Shares or any other securities in any jurisdiction. _________ The Shares (including the Consideration Shares) are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. _________ The Consideration Shares have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the securities laws of any state of the United States. The Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. The sale of the Shares in the United States or to U.S. persons is subject to certain transfer restrictions. _________ This Prospectus shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Prospectus. 1 CONTENTS Clause Page 1. SUMMARY ................................................................................................................. 5 2. RISK FACTORS .......................................................................................................... 11 2.1 Risks Relating to the Group and the Industry in which the Group Operates ......................... 11 2.2 Risks Relating to the Business of the Group .............................................................. 17 2.3 Risks Relating to the Acquisition ........................................................................... 27 2.4 Risks Related to the Shares ................................................................................. 28 3. RESPONSIBILITY STATEMENT ......................................................................................... 30 4. GENERAL INFORMATION .............................................................................................. 31 4.1 Cautionary Note Regarding Forward-Looking Statements ............................................... 31 4.2 Presentation of Industry Data and Other Information ................................................... 31 5. BUSINESS OVERVIEW .................................................................................................. 34 5.1 Operations and Principal Activities ........................................................................ 34 5.2 History and Operational Development ..................................................................... 36 5.3 Fleet ............................................................................................................ 38 5.4 Material Contracts ............................................................................................ 40 5.5 Dependency on Contracts, Patents, Licences etc. ....................................................... 40 5.6 Legal and Arbitration Proceedings ......................................................................... 40 5.7 Research and Development ................................................................................. 41 6. THE PRIVATE PLACEMENT ............................................................................................ 42 6.1 The Private Placement ....................................................................................... 42 6.2 Reasons for the Private Placement ........................................................................ 42 6.3 Use of Proceeds and Expenses .............................................................................. 42 6.4 Dilution ........................................................................................................ 42 6.5 Participation of Members of the Management and the Board of Directors in the Private Placement43 6.6 Interests of Natural and Legal Persons Involved in the Private Placement ........................... 43 7. THE ACQUISITION ..................................................................................................... 44 7.1 Description of the Acquisition .............................................................................. 44 7.2 Quintana Fleet ................................................................................................ 44 7.3 Hemen Fleet................................................................................................... 44 7.4 Completion of the Acquisition .............................................................................. 45 7.5 Listing of the Consideration Shares ........................................................................ 45 8. INDUSTRY OVERVIEW