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Strictly Private and Confidential GoodBulk Strictly Private and Confidential 1

Draft Investor Presentation

March 2017

1


This presentation dated March 16, 2017 (the “Presentation”) has been produced by GoodBulk Ltd. (“GoodBulk” or the “Company”), a corporation incorporated and existing under the laws of Bermuda, solely for use in its dialogue with possible investors in a contemplated private placement of new common shares (the “New Shares”) by the Company with Norwegian investors, international institutional and professional investors and other investors in such other jurisdictions as are permitted or catered for by exemption rules under applicable securities laws (the “Private Placement”) and may not be reproduced or redistributed, in whole or in part, to any other person.

To the best of the knowledge of the Company, its officers and directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof and contains no material omissions likely to affect its import. Please note that no representation or warranty (express or implied) is made as to, and no reliance should be placed on any forward looking statements, including projections, estimates, targets and opinions, contained herein. To the extent permitted by law, the Company, its parent or subsidiary undertakings, Pareto Securities Inc. (the “Manager”) or any such person’s officers, directors, or employees disclaim all liability whatsoever arising directly or indirectly from the use of this Presentation.

This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances, not historical facts and are sometimes identified by the words “believes”, expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this Presentation (including assumptions, opinions and views of the Company or opinions cited from third party sources) are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company, any of its parent or subsidiary undertakings, the Manager or any such person’s officers, directors, or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors, nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments described herein. If at any time prior to the pricing and application for the Private Placement an event occurs which the Company, based on its knowledge, reasonably expect would affect the assessment of the New Shares, or as a result of which this Presentation would be misleading, include any untrue statement of any material fact or omit to state any material fact necessary to make the statements therein, the Company will promptly notify in sufficient detail, through the Manager, the potential applicants of the private placement.

AN INVESTMENT IN THE COMPANY INVOLVES RISK. SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE PREDICTED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, BUT NOT LIMITED TO, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY’S BUSINESS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS AND, MORE GENERALLY, ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, THE ACTUAL RESULTS OF THE COMPANY MAY VARY MATERIALLY FROM THOSE FORECASTED IN THIS PRESENTATION. PLEASE READ THE SECTION HEADED “RISK FACTORS” FOR SOME OF THE FACTORS INVESTORS SHOULD CAREFULLY CONSIDER BEFORE INVESTING IN THE COMPANY.

By attending or receiving this Presentation, recipients acknowledge that they will be solely responsible for their own assessment of the Company and its shares as an investment and that they will conduct their own analysis and be solely responsible for forming their own view of the potential future performance of the Company and its business. The Manager has performed a limited review of the information provided in this Presentation.

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Disclaimer


The distribution of this Presentation may, in certain jurisdictions, be restricted by law. Persons in possession of this Presentation are required to inform themselves about and to observe any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company or the Manager that would permit the possession or distribution of any documents or any amendment or supplement thereto (including but not limited to this Presentation) in any country or jurisdiction where specific action for that purpose is required.

In relation to the United States and U.S. Persons, this Presentation is strictly confidential and is being furnished to investors solely in reliance on applicable exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The shares of the Company have not and will not be registered under the U.S. Securities Act or any state securities law and may not be offered or sold within the United States unless an exemption from the registration requirements of the U.S. Securities Act is available. Accordingly, any offer or sale of shares in the Company will only be offered or sold (i) within the United Sates to Qualified Institutional Buyers (“QIBs”) or ”accredited investors” in a private placement transaction not involving a public offering and (ii) outside the United States in offshore transactions in accordance with Regulations S of the U.S. Securities Act. Neither the U.S. Securities and Exchange Commission, nor any other U.S. authority, has approved this Presentation.

This Presentation has not been reviewed or approved by or registered with any public authority or stock exchange. Neither the Company, nor the Manager have authorized any offer to the public of securities, or have undertaken or plans to undertake, any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospective Directive (Directive 2003/71/EC), as amended. This Presentation is being communicated in the United Kingdom to persons who have professional experience, knowledge and expertise in matters relating to investments and who are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, investors understand that the shares to be issued in the Private Placement may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to a limited number of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "relevant persons").

The contents of this Presentation shall not be construed as legal, business, or tax advice. Each reader of this Presentation should consult its own legal, business or tax advisor as to legal, business or tax advice. If you are in doubt about the contents of this Presentation, you should consult your stockbroker, bank manager, lawyer, accountant, or other professional adviser.

This Presentation speaks as of March 16, 2017. Neither the delivery of this Presentation nor any further discussions by the Company or the Manager with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date.

This Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with the Oslo City Court as legal venue.

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Disclaimer

STRICTLY PRIVATE AND CONFIDENTIAL. THE DISTRIBUTION OF THIS PRESENTATION AND THE OFFERING, SUBSCRIPTION, PURCHASE OR SALE OF ANY SECURITIES MENTIONED HEREIN MAY IN CERTAIN JURISDICTIONS BE RESTRICTED BY LAW, INCLUDING (BUT NOT LIMITED TO) CANADA, AUSTRALIA OR JAPAN. THIS DOCUMENT MAY NOT BE DISTRIBUTED INTO THE UNITED STATES OR TO ANY AMERICAN CITIZEN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LEGISLATION.

Strictly Private and Confidential GoodBulk Strictly Private and Confidential 4 4

Table of Contents

I. Investment highlights

II. Introduction to GoodBulk

III. Introduction to Brentwood and CTM

IV. Market overview

V. Appendix

Page 11

Page 22

Page 31

Page 38


Investment Overview

Strong Sponsor Group

Leverage on a Plug & Play Platform

Straightforward Strategy

Attractive Entry Point in the Cycle

Investor Friendly Structure

− Acquiring high-quality vessels from reputable shipyards at low point in cycle

− Proposed increase of the fleet with five Capesize vessels and one Ultramax vessel valued at USD 97.5m in total

− Targeting 5-15 year old dry bulk tonnage ranging from Supramax to Capesize vessels, currently believed to offer the best risk/reward profile

− Cash flow positive in current dayrate environment

− Low and flexible gearing to maintain low cash break even levels in the current market environment

− GoodBulk was founded by Brentwood Shipping & Trading, the Radziwill family’s privately held shipping business. The family has more than a century’s history of investing in shipping. Recent successful investment include Euronav, GasLog and INTL FCStone

− Financial sponsors with flexibility to further support the Company’s growth plan & complimentary skills

− Adding to board competency by appointment of Angus Paul , former head of freight at Glencore

− Sound corporate governance in place with a competitive cost structure to align management and investor incentives

− Transparent and predictable cost structure, with fixed G&A expenses at competitive levels

− Stock exchange worthy. GoodBulk is aiming for a public listing on a major stock exchange within 12 months

− C Transport Maritime (“CTM”) to provide technical and commercial management and administrative services on a transparent and low-cost basis

− Leverage CTM’s existing platform as a manager of 100 vessels for immediate scale

− With seven Capesize vessels included in the fleet, GoodBulk will already have significant exposure towards the segment with largest rebound potential

− Asset values have fallen to 30 year low levels during the recent market downturn

− Significant slowdown in vessel orders and increased scrapping activity

− Freight rates are unsustainably low, and will need to improve for all owners in order to balance the market


Straightforward but Differentiating Strategy

GoodBulk

Scalable business model at the right time in the cycle

Competitive cost environment through CTM

Debt financing available

Attractive payback on 5-15 year

vessels

Sound corporate governance

Strong sponsor group

Low break even dayrates

Quality vessels in existing fleet and

targets

1

5

3 7

8 2

6 4


• Transaction:

– Target gross proceeds of USD 120,000,000

– Brentwood Shipping & Trading Inc. (“Brentwood”) will contribute 5x Capesize and 1x Ultramax vessels (the “Identified Fleet”) for a total acquisition price of USD 97,500,000 from Carras Ltd., an affiliate of Brentwood. As compensation for the pre-committed vessels, Brentwood will receive USD 80,000,000 in cash from GoodBulk and contribute with USD 17,500,000 as equity in kind in the Private Placement.

– LCP GB A, LLC, a company ultimately controlled by Lantern Asset Management, has indicated an interest to participate in the Private Placement with USD 20,000,000.

– Employees of CTM have committed to invest USD [950,000] in the Company.

– John Michael Radziwill, the CEO and Chairman of GoodBulk, has indicated an interest to participate in the Private Placement with USD 1,500,000 from his private account.

– Angus Paul, a director of the Company, has committed to invest USD [5,000,000] in the company.

• Subscription price:

– USD 11.0 per New Share

• Use of proceeds:

– Finance the acquisition of the 6x drybulk vessels from Carras Ltd.

– Acquire additional second hand drybulk vessels

– Working capital

• Minimum application:

– USD amount equivalent to EUR 100,000

• Investor requirement:

– International investors subject to applicable exemptions from relevant prospectus and registration requirements

– US qualified institutional buyers (QIBs) or accredited investors (each as defined in the U.S. Securities Act)

Transaction Summary

• Allocation:

– The conditional allocation will be made at the sole discretion of the Company’s Board, taking into account criteria such as, inter-alia, perceived investor quality and investment horizon

– The Private Placement may be cancelled at the Company's discretion at any time prior to completion

• Application period:

– March [●], 2017 09:00 (CET) – March [●], 2017 16:00 (CET)

– Book may be closed earlier or later at the Company’s discretion

• Notification of allocation (T):

– On or about March [●], 2017

• Conditions:

– The issue of the new common shares is subject to (i) corporate resolutions, (ii) to the extent required, the permission of the Bermuda Monetary Authority, and (iii) to the extent required, the receipt of a Bermuda Ministerial direction.

• Settlement:

– Payment for the New Shares to an escrow account with Pareto Securities AS on or about March [●], 2017. Pareto Securities AS will act as a Placement Agent on behalf of the Manager.

– Funds to be released to the Company when conditions for completion of the Private Placement are fulfilled, upon which the shares will be issued to the investors, expected on or about March [●], 2017

• Documentation:

– This Presentation, term sheet and application agreement

• Sole Manager and Bookrunner:

– Pareto Securities Inc.


Investment Overview

• GoodBulk is established by Brentwood Shipping & Trading to opportunistically acquire drybulk vessels among the lowest vessel values observed in 30 years – Brentwood is the Radziwill family’s privately held shipping business, with over a century’s history as a dry bulk owner and operator – Following the initial equity capital raise in December, GoodBulk has acquired 2x Capesize vessels and 1x Supramax vessel for a total acquisition price of USD 40.8m – The Radziwill family, through Brentwood, will contribute an additional 6x vessels to GoodBulk for a total acquisition price of USD 97.5m – Company is free cash flow positive in current dayrate environment

• Leverage CTM platform to enjoy immediate benefit of scale – CTM manages industry leading pools in the Capesize, Panamax and Supramax markets, giving GoodBulk immediate benefits of scale being part of a 149 vessel fleet – Commercial, operational and technical management under single roof provides competitive advantage – No need to include the costs of building and supporting internal operations, a significant cost which has not traditionally resulted in increased equity value for

shareholders

• The dry bulk market is currently experiencing its worst downturn since the 1980s – The Baltic Dry Index hit a historic low of 290 on February 10, 2016 – The market downturn has led to asset values declining to 30-year low levels

• Focus on 5-15 year old dry bulk tonnage ranging from Supramax to Capesize vessels, believed to offer the best risk/reward – Focus to acquire high quality vessels from reputable shipyards – Recovery to 5 year average values would imply an uplift from current values of 55% and 66% for a 10 year old Supramax and Capesize respectively – Leverage CTM’s position as operator of best in class pooling vehicle

• GoodBulk will have moderate leverage of no more than 50% LTV to ensure low cash breakeven rates – Combined with C Transport Maritime’s cost efficient operational management, the moderate leverage structure is expected to ensure industry-leading cash breakeven

rates through industry downturns and free cash flow potential in upturns – Assuming a recovery to 5 year average rates, a 10 year old Capesize would earn 12% Cash-on-Cash return

• GoodBulk has a transparent and competitive cost structure – GoodBulk with an incentive structure to align management and member incentives – Sound corporate governance from inception with a view to list on a recognized stock exchange within 12 months – GoodBulk will aim to distribute excess earnings to shareholders through dividends


Sources and Uses

Sources:

• GoodBulk will acquire 6x vessels for a total acquisition price of USD 97.5m from Carras Ltd., an affiliate of Brentwood. The vessels will be contributed as equity in kind from Brentwood

• Contemplated cash equity raise of USD 102.5m

– Other existing shareholders and affiliated parties have committed USD ~30.5m in cash equity in connection with the Private Placement

– GoodBulk is seeking equity financing of USD 70-75m from outside investors

Uses:

• Finance the acquisition of the Identified Fleet for a total consideration of USD 97.5m

• USD 22.5m for working capital

Sources USDm

Brentwood 17.5

Other investors 102.5

Total sources 120.0

Uses USDm

Identified Fleet 97.5

Working capital 22.5

Total uses 120.0

Description Sources and uses


Vessels To Be Acquired

Vessel name Type Built Size (DWT) Yard

Nautical Dream Capesize 2013 180,730 JMU

Aquavictory Capesize 2010 182,060 Odense

Aquabeauty Capesize 2003 171,014 Sasebo Heavy Industries

Aquacharm Capesize 2003 171,009 Sasebo Heavy Industries

Aquajoy Capesize 2003 171,009 Sasebo Heavy Industries

Aquapride Ultramax 2012 61,465 Imabari

Total / average 6x 2007 937,287

• The Identified Fleet consists of 6x vessels with an average age of 10 years

– 5x Capesize vessels

– 1x Ultramax vessels

• The fleet is currently fully owned through Carras Ltd., a subsidiary of Brentwood

• The fleet will be contributed for a total acquisition price of USD 97.5m

• Brentwood will receive a combination of cash and New Shares as settlement for the Identified Fleet

– USD 17.5m as equity in kind

– USD 80.0m as cash compensation

• The non affiliated Brentwood board members have selected three independent broker valuations for the fleet with average total fleet value of USD 99.4m


Table of Contents




IV. Market overview

V. Appendix

Page 4

Page 22

Page 31

Page 38


High Level Corporate Structure

Existing investors

Brentwood Group

Commercial/tech mgmt. Vessel management

Administration mgmt.

1.25% gross freight USD 144k/vessel USD 50k/vessel

30.4%

23.2%

Vessel owning Co’s

Vessel #x Vessel #4 Vessel #3 Vessel #2

• CTM to perform vessel management in line with industry benchmarked compensation ‒ 1.25% gross freight in

commercial management ‒ USD 144,000 per year per vessel

in technical management ‒ USD 50,000 per year per vessel in

administration, treasury and legal services

John Michael Radziwill

CEO and Chairman

Andrew Garcia

President and Director

Andy Mitchell

Director

Management of GoodBulk:

Steve Kasnet

Director (independent)

Vessel #1 Angus Paul

Director (independent)

New investors

46.4%


• Goodbulk management team and Board of Directors have an extensive track record from managing capital markets transaction, including initial public offerings, secondary offerings, debt offerings and restructurings

• Board of Directors include both buy side and former sell side financial advisors

Team and Infrastructure in Place To Complete a Public Listing

• CTM has the knowledge and infrastructure in place to manage and conclude a stock exchange listing process

• The company is already delivering regularly reports on the market and updates on financial and technical performance of the managed fleet to publicly listed clients – Deliveres Sarbanes-Oxley reporting as required

• Publicly listed clients include: – Golden Ocean (NASDAQ: GOGL, OSE: GOGL)

– Navios Maritime Holdings (NYSE: NM)

– Glencore (LSE: GLEN)

– ArcelorMittal (LSE: MTP)

Management team with capital markets experience CTM experienced in managing listed companies

Selected list of companies the management team have taken public:

Initial public offering at NYSE of USD 245m in December 2012

Stephen Kasnet is on the Board of Directors

Initial public offering of USD 229m in January 2015

John Michael Radziwill was on the Board of Directors

Initial public offering at NYSE of USD 102m in December 2010

Stephen Kasnet is on the Board of Directors

Andrew Garcia participated as a lead financial advisor

Initial public offering at NYSE of USD 176m in May 2014

Philip Radziwill is on the board of Directors

Newly appointed industry expert as director

• Angus Paul has been appointed by the board as an independent director

• Mr. Paul is the former Head of Freight at Glencore’s coal division, managed the global coal chartering and freight trading business

• In connection with the Private Placement, Mr. Paul has pre-committed to subscribe for USD 5.0m


Current Fleet of 2x Capesize Vessels and 1x Supramax vessel

• The Aquamarine vessel was contributed into the GoodBulk structure from the Radziwill family as equity in kind by Carras Ltd., a company controlled by Brentwood

• Acquisition price of USD 18.5m

• The vessel was built in 2009 at Odense Lindo. The size of the vessel is 182k DWT

• The vessel was delivered on January 5,

2017

Aquamarine Aquadonna

• Bulk Singapore was acquired by GoodBulk from a third party as a part of the initial equity financing of the Company


• The vessel was built in 2005 at Namura Shipyard in Japan. The size of the vessel is 177k DWT

• The vessel was delivered on February 3,

2017. Upon delivery, the vessel was renamed Aquadonna

• Admiral Schmidt was acquired by GoodBulk from a third party in February 2017


• The vessel was built in 2007 at Oshima Shipbuilding in Japan. The size of the vessel is 55.3k DWT

• Expected delivery date to the Company is

April/March 2017. The vessel will be delivered in the Atlantic basin

• Admiral Schmidt passed special survey in January 2017, and has an extension from installation of the ballast water treatment system until the next drydock

Admiral Schmidt


Introduction to the Identified Fleet

Aquajoy

Type: Capesize

Built: 2003

Size: 171k DWT

Yard: Sasebo Heavy Industries

Aquavictory

Aquabeauty

Aquacharm

Aquapride

Nautical Dream

Type: Capesize

Built: 2010

Size: 182k DWT

Yard: Odense

Type: Capesize

Built: 2003

Size: 171k DWT


Type: Capesize

Built: 2003

Size: 171k DWT


Type: Ultramax

Built: 2012

Size: 61k DWT

Yard: Imabari

Type: Capesize

Built: 2013

Size: 181k DWT

Yard: JMU


Credit Facility - Key Terms

Borrower: Vessel owning SPC(s) 100% owned by the Guarantor incorporated in a jurisdiction acceptable to the Lender

Guarantor: GoodBulk Ltd.

Facility amount: USD 60 million

Type: Senior secured amortizing term loan facility. The facility shall be divided into tranches, one tranche per vessel

Tenor and Repayment

Five years tenor. Repayment according to a 15 year age-adjusted full repayment profile, including a Non-Amortizing Period

Interests: LIBOR + 325 bps

Purpose:

To provide debt financing for either Supramax- or Capesize dry bulk carriers not older than 12 years built in either Korea or Japan. Chinese-built vessels can also be included but shipyards are subject to Lender approval. Acceptability of any Collateral Vessel to be at the discretion of the Lender, not to be unreasonably withheld

Non-Amortizing Period:

If Collateral Vessel is:

(i) 10-12 years old: 18 months

(ii) Less than 10 years old: 24 months

Upfront Fee: 110 bps

Commitment Fee:

40% of the Margin

Financial Covenants:

The guarantor to comply with minimum liquidity greater of:

(i) USD 2,000,000; and

(ii) USD 500,000 per vessel

The borrowers to comply with minimum liquidity of:

(i) USD 200,000 per vessel

Value Maintenance Clause:

The aggregate market value of the vessels should at all times be at least 150% of the aggregate amount outstanding

1) Terms & Conditions subject to capital & credit approval and based on today’s market conditions

Strictly Private and Confidential GoodBulk Strictly Private and Confidential

Cash break even comparison

17

GoodBulk Positioned Significantly Below Market Cash Breakeven

Illustrative supra and cape break even analysis

1) Assuming USD 50k/yr in admin fee, USD 144k/yr technical mgmt, 1.25% of assumed USD 6,000/day in commercial mgmt Source: Clarksons’ Shipping Intelligence Network

GoodBulk is expected to generate ~18-21% free cash flow to equity when resale vessels breakeven

10y old Resale 10y old Resale

Illustrative break even supramax supramax capesize capesize

Current vessel value USDm 9.5 23.5 16.0 36.5

Annual depreciation " 0.4 0.8 0.6 1.2

LTV % 50% 60% 50% 60%

Debt USDm 4.8 14.1 8.0 21.9

Debt profile Years 15 15 15 15

Interest rate % 4% 4% 4% 4%

Opex USD/d 4,750 4,750 5,750 5,750

SG&A " 700 700 1,000 1,000

Debt amortization " 870 2,570 1,460 4,000

Interests " 520 1,550 870 2,400

Cash break even " 6,840 9,570 9,080 13,150

GoodBULK FCF yield with rates

required for resale break even

5y average rates USD/d

GoodBULK FCF yield with 5y

Average rates

10y average rates USD/d

GoodBULK FCF yield with 10y

Average rates

21 % 18 %

106 % 121 %

21 % 12 %

9,640 11,696

20,837 36,020

4,750 4,750 5,750 5,750

700 700

1,000 1,000 870

2,570 1,460

4,000

520

1,550 870

2,400

6,840

9,570 9,080

13,150

-

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

10y supra Resale supra 10y old cape Resale cape

USD/d

Opex SG&A Amortization Interest


Dayrates Required to Stimulate Newbuildings

• Assuming a 4% return on total capital, dayrates will have to rebound to USD ~15,000 per day for Capesize vessels in order to stimulate newbuildings at current prices

• This compares favorably to GoodBulk’s all in breakeven dayrates of USD ~9,000 per Capesize vessel

– As GoodBulk’s vessel acquisition price is well below the newbuilding parity line, the Company’s breakeven rates are substantially lower than what is required for ship owners to order newbuilding vessels from yards

• In the levered scenario, 40% LTV has been assumed on a 15 year amortization profile at 4% all in interest cost

Required dayrates for newbuildings

Equity IRR Capesize Kamsarmax Supramax

0 % 11,800 8,700 8,200

4 % 14,900 10,500 9,800

8 % 18,400 12,400 11,600

12 % 22,300 14,700 13,700

0 % 13,500 9,700 9,100

4 % 15,500 10,800 10,100

8 % 17,700 12,100 11,300

12 % 20,100 13,400 12,500

Assumptions:

42.0 24.0 22.0

7.0 3.7 3.0

5,750 5,000 4,750

1,000 750 700

20 20 20

98 % 98 % 98 %

Opex

Un

leve

red

Leve

red

Newbuild price

Scrap value

SG&A

Vessel lifetime

Utilization

Source: Pareto Securities Equity Research


Sizable Capesize Owner Post Acquisition of Identified Fleet

3x

7x

10x

13x

13x

14x

14x

22x

23x

Safe Bulkers

GoodBulk

Enterprises Shipping & Trading

Genco

Navios Maritime

Star Bulk

Diana Shipping

Bocimar

Golden Ocean

GoodBulk to become a large scale Capesize owner

Number of Capesize vessels in fleet

• Following the acquisition of the Identified Fleet, Goodbulk will own a total of 7x apesize vessels, with an average age of 10 years

• Consequently, the Company will become one of the largest Capesize owners

• Of the publicly listed players, only Golden Ocean, Diana, Star Bulk, Navios and Genco will have a larger fleet of Capesize vessels


Corporate Governance (I)

• The Board shall consist of five directors. Only individuals shall be eligible to serve as directors of the Company

• As holder of the Company’s Class A Share, Brentwood shall in general have the right to appoint and maintain three directors (or such other number constituting a majority of the directors), one of whom shall be a non-affiliated director. The three Directors currently appointed by Brentwood are John Michael Radziwill, Andrew Garcia and Steve Kasnet

• Two directors shall be independent directors (including the non-affiliated director appointed by Brentwood), who are not otherwise affiliated with the Company or any member

• One director shall be nominated by other investor(s)

• The Board may exercise all of the powers of the Company, with the limitation that the affirmative vote of both the investors' director and Brentwoods' directors is required with respect to certain material actions as set out in the Bye-laws, such as making material investments, incurring material indebtedness, approving the annual budget, engage in any sale transaction with respect to the Company or its assets prior to December 2021, settling material litigation, engage in material sales of the Company's assets, making a material change in the Company's business, making any claim, election etc. that may materially prejudice the tax treatment of the Company, issuing or purchase shares of the Company, or taking any action to voluntarily dissolve or liquidate the Company prior to December 2021

Board of Directors

• All shares are freely transferable subject to customary limitations

• An instrument of transfer shall be in writing in such form as the Board may accept, which shall include any form of transfer instrument acceptable by the VPS and the Registrar

• The beneficial interest in the shares are currently registered in boo-entry form with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen or the "VPS"), and the Company has entered into a registrar agreement with DNB Bank ASA, who operates the Company’s VPS share register

• The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained

• Notwithstanding anything to the contrary in the Company’s Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such exchange

Transfer of shares


Corporate Governance (II)

• The Board may declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company

• The Board may fix any date as the record date for determining the members entitled to receive any dividend

• Separately Brentwood has made certain additional undertakings in relation to its shareholding in the Company

• Brentwood has committed to a lock-up period on their Class A share of two years from their initial investment in the Company in December 2016

• Furthermore, Brentwood has committed not to pursue any business opportunity or commercial prospect involving the acquisition or leasing of dry bulk commodity carriers except through the Company, unless the Company refrains from pursuing the opportunity

• The power and authority of the Company to enter into, amend, terminate or otherwise modify any services contract with CTM shall be delegated by the Board to a committee consisting of three members from the Board, whose members shall comprise of the independent director, the director appointed by the other investors and the director appointed by Brentwood who is not an affiliate, i.e. not a family member of, employee of or otherwise connected to, Brentwood

Other obligations

• An annual general meeting shall be held in each year (other than the year of incorporation) at such time and place as the President of the Company or the Chairman of the Board (if any) or any three Directors of the Company shall designate

• The President or the Chairman of the Board or any three Directors of the Company may convene a special general meeting, and any shareholder holding no less than 10% of the share capital of the Company may require a special general meeting to be convened

• Each share carries one vote

• The approval of Brentwood, as holder of the Company’s Class A Share, shall be required to take any of the certain major corporate actions, such as alter or amend the incorporation documents or Bye-laws of the Company, alter the Company’s share capital, determine the rights of shares, change the Company’s name, engage in any sale transaction with respect to the Company or its assets, or take any action to voluntarily dissolve or liquidate the Company

Dividends and distributions

Meetings of members


Table of Contents




IV. Market overview

V. Appendix

Page 4

Page 11

Page 31

Page 38


-

4

8

12

16

20

Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

EUR/share

23

Brentwood Investment in Euronav

Euronav share price since January 2010

Total return on investments while Radziwill on BoD of

Euronav: 154%

No dividends 2013

EUR 0.19/share 2014

EUR 1.52/share 2015

Paid out dividends

Total return on Brentwood equity investments:

~50%

2007

2014

2014

2013

JM Maritime enters into a joint venture with Euronav on Suezmax tankers

In January, Brentwood participates in an equity and mezzanine financing in Euronav

In December, Brentwood exists the equity portion of the investment in Euronav

In January, Brentwood exits the mezzanine portion of the investment in Euronav as a part of the US IPO

In May, John Michael Radziwill joins the Board of Directors of Euronav

2015

2016 In June, JM Maritime exits Suezmax joint venture with Euronav

John Michael Radziwill resigns from the Board of Directors of Euronav

Source: Factset


• The Radziwill family co-invested in GasLog 2011, when the company was privately held, to fund high growth opportunities during a favourable point in time in the LNG shipping cycle

• Company successfully completed an IPO in 2012 with a post transaction market cap of USD 780m

• Since the IPO, GasLog management has continued to build the business into a best in class LNG midstream company with a market cap of USD ~1,310m

• The family has since exited its ownership

Brentwood Investment in GasLog and INTL FCStone

• FCStone is a Fortune 500 company focused on diversified financial markets. The company has over 20,000 customers served in over 130 countries, and 1,400 employees in 39 offices in 13 countries

• The Radziwill family entered into INTL FCStone in 2003

– In 2003, the current management team reconfigured the Company as a provider of financial services focused on under-served clients in niche markets

• John Radziwill was elected as Chairman of the Board in 2012

– Between 2011 and 2015, the company managed a compound growth of 19% in operating revenue and 38% in income from continuing operations

– The company achieved record high net earnings in 2015 and reached their long term target of 15% Return on Equity

Source: Factset


Introduction to Brentwood and CTM

Brentwood Shipping & Trading

C Transport Maritime (CTM)

Carras Ltd. JM Maritime Investments

• CTM was formed in 2004

• Acquired by Brentwood in 2013

• Commercially manages ~100 vessels under CTM and 65 jointly under Capesize Chartering Ltd.

• Complete in-house technical management across multiple asset classes

• Prominent dry bulk pool manager with the Supramax RSA, Panamax RSA and Capesize Chartering Ltd.

• Wholly owned by Brentwood

• Shipowning company with physical dry bulk assets; trading of physical and derivative freight (FFA)

• Co-investor in dry bulk JVs with financial and strategic investors

• Following the contemplated equity transaction, Carras will own vessels in JV or manage vessels on TC-in contracts

• Shipowning company with tanker assets

• Trading of physical and derivative freight (FFA)

Technomar

Navios

Kumiai Navigation

Nautical Bulk Holding

Bocimar

Ionic

Carras Ltd.

Reederei Zurich

CTM client list

GoodBulk

• Newly started shipowning company with dry bulk assets

• Vessels to be managed by CTM

• Intended to be the exclusive vehicle for acquisitions of dry bulk tonnage on a go forward basis

Strictly Private and Confidential GoodBulk Strictly Private and Confidential

Reputable Sponsor With a Proven Track Record

Operating cost comparison for bulkers1

Actual CTM performance compared to BCI

1) CTM Capesize and CTM Supramax figures are based on the 2016 Budget for vessels between 7-13 yrs 2) Excludes results from any long term fixtures that CTM vessels were doing. 3) Average is inclusive of the long term fixtures Note: The spot and general averages are inclusive of an adjustment factor in order to compare like for like with the BCI i.e. all vessels are treated as BCI types

• Brentwood is the Radziwill family’s privately held shipping business, with over a century’s history as a drybulk owner and operator through its wholly owned subsidiaries Carras and CTM

• CTM was established in 2004 and is headquartered in Monaco

• CTM currently directly operate 100 vessels, ranging from Supramax to Capesize bulk carriers, and 149 vessels when including Capesize Chatering Ltd.

• Consistent track record of outperforming benchmark indicies

• Currently manages the largest independent Supramax pool, CTM Supramax RSA, and is co-founder of Capesize Chartering Ltd., currently the largest Capesize RSA

• CTM is also active in the offshore marine handling sector, through its partnership in Swire CTM Bulk Logistics

Brentwood Shipping and Trading

USD/day

CTM Spot

Performance

(net)²

CTM General

Performance

(net)³

BCI 172k

DWT Index

(net)

CTM Spot

result vs. BCI

172 Index

CTM General

result vs. BCI

172 Index

2013 14,254 20,964 13,851 3% 51%

2014 14,436 19,362 13,110 10% 48%

2015 6,960 13,248 6,647 5% 99%

M.S. Capesize M.S. Supramax CTM Capesize CTM Supramax

Crew 1,124,521 1,005,919 1,162,913 1,155,738 3% 15%

Total technical 679,511 544,810 485,523 313,122 -29% -43%

Management Fees 334,839 225,968 144,000 144,000 -57% -36%

General Expenses 108,008 86,381 50,000 50,000 -54% -42%

Insurance Total (incl. P&I) 260,549 182,370 175,000 131,000 -33% -28%

TOTAL USD/Annual 2,507,428 2,045,448 2,017,436 1,793,860 -20% -12%

Opex per day 6,870 5,604 5,527 4,915 -20% -12%

USD/ANNUAL except for

Opex per day

MOORE STEPHENS

(2015)

CTM TECHNICAL

(2016) CTM

Capesize

v.s. M.S.

CTM

Capesize

v.s. M.S.

26


Best in Class Fleet Management

Capesize segment Panamax segment Supramax segment

CTM has consistently outperformed the Baltic Supramax, Panamax and Capesize indices


• Spot voyages and period charters, contracts of affreightment, FFA, bunker management and more

• Establishment and management of Supramax RSA (55+ vessels) and Panamax RSA (6-10 vessels)

• Pool Manager for Capesize Chartering Ltd (60+ vessels)

• Vast commercial network spanning shippers, end-users, principals, operators and shipbrokers

C Transport Maritime – Principal Activities

• Technical management for tanker and dry cargo vessels

• Inspections for sale and purchase transactions

• Newbuilding supervision

• Recognized by United States Coast Guard with its highest award QUALSHIP 21 (award for high quality vessels with exceptional safety standards)

Technical Commercial and operations

Risk management and research Sale and purchase

• Covers newbuilding contracting, vessel acquisitions, disposals, sale and leaseback transactions etc.

• Strong relationships in the Japanese market (shipyards, trading houses and local shipowners)

• In-house risk management responsible for counterparty assessment

• Research department covering the dry bulk market

• Market research and comprehensive client-reporting


• CTM has a history of actively managing financing relationships with the banks listed below on behalf of its clients. These relationships include, but are not limited to, arranging ship mortgages, pre-delivery financing, arranging working capital lines and letters of credit. In addition, CTM is one of a handful of Western shipping companies with access to finance from Japanese banks

• Main financial relationships:

– ABN AMRO

– BNP Paribas

– Century Tokyo Leasing

– Citibank

– Credit Suisse

– Danish Ship Finance

– DNB

– HSBC

– Nordea

– UBS

• Relationship with clearing houses (LCH & Nasdaq) to manage freight derivative trades on behalf of clients

CTM Has Excellent Relationships with Banks


Key Management in CTM

JOHN MICHAEL RADZIWILL

Chairman & CEO

John Michael Radziwill has served as the Chief Executive Officer of CTM since 2010. John Michael also serves as an advisor of SCP Clover Maritime, a company that manages assets and investments for the Radziwill family. John Michael joined CTM SAM Monaco in 2006, first as Capesize freight trader then moving to head the Sale and Purchase division. He served as a Director of Euronav NV since May 8, 2013 until May 20, 2016. He graduated from Brown University in 2002 with a BA in Economics.

LUIGI PULCINI

CFO

Luigi Pulcini has almost 20 years of experience in the shipping industry and has been with CTM since inception. Luigi holds the role of Chief Financial Officer of CTM and has done so since joining the company. He is also CFO for CTM’s parent company. Along with fulfilling his commitments to CTM, Luigi acts as an advisor to SCP Clover Maritime. Luigi holds a degree in economics from the University of Genoa and is a member of the Italian Association of Chartered Accountants and “Revisori dei Conti”.

CARLOS PENA

Director Handysize – Post Panamax

Carlos Pena has over 15 years of experience in shipping accross various areas and has been with CTM since it was acquired by DryLog in 2004. At CTM he has the role of Commercial Director for Handymax up to Post-Panamax bulk carriers and oversees the chartering operations for the Panamax and Supramax Revenue Sharing Agreements. Carlos holds a degree in Civil Engineering from the Pontificia Universidad Católica de Chile.

ALESSANDRO CANZIAN

Director Capesize – VLOC’s

Alessandro Canzian, has over 30 years of experience in the shipping industry and has been with CTM since our inception. Alessandro is the Commercial Director for Capesizes up to VLOCs and oversees all of CTM’s Capesize physical trading activities and Contracts of Affreightment. Today he is also the co-manager in the Capesize Chartering Ltd. Alessandro has served in the Italian Navy, has held deck officer positions on multiple vessels and holds a Captain’s license.

PAOLO DE BENEDICTIS

Director Sale & Purchase

Paolo de Benedictis has over 15 years of experience in the shipping industry and has been with CTM since inception. Since 2015 he is the Commercial Director for Sale and Purchase overseeing vessel acquisitions and disposals as well as newbuilding activity on behalf of the company’s clients. Paolo holds a degree in Political Sciences and Business Studies from the University of Genoa. He is a member of the Baltic Exchange.

ANDREW GARCIA

Authorized Representative

Andrew Garcia has been an advisor to Brentwood Shipping and Trading, CTM’s parent company, since February 2016. Before Brentwood, Andrew was an equity portfolio manager at Pine River Capital Management where the focus was on making direct growth investments in both public and private companies in North America and Europe.

CLAUDE ZILIOLI

Director Operations & Fleet

Claude Zilioli has over 40 years of experience in the shipping industry and has been with CTM since its inception. Claude holds the position of Fleet and Operations Director within CTM overseeing the Operations and Technical Departments as well as running CTM’s dedicated bunker unit. Upon the creation of CTM in Monaco in 2004 Claude was a key element in the establishment and building up of the Operations team that today ensures the smooth running of the fleet day in, day out.

ANTONIS LYGAKIS

Technical Director

Antonis Lygakis has over 30 years experience in the shipping industry and has been with CTM since 2010 when the Technical Department was formed. As Technical Director, Antonis was instrumental in the creation of this Department. Today he also provides his technical expertise to various international organizations and flag administrations. Antonis holds a degree in Naval Architecture and Marine Engineering from NTUA and is a member of the Technical Chamber of Greece.


Table of Contents




IV. Market overview

V. Appendix

Page 4

Page 11

Page 22

Page 38


Liquid Sale and Purchase Market

Relevant vessel sales in January1

(1) Handymax and larger vessels built between 2002 and 2012 Source: Clarksons’ Shipping Intelligence Network

• In the period 1995-2016 on average ~400 bulkers have been traded in the S&P market per year

• Average value yearly traded 1995-2016 is USD 6.6bn

• In 2016, 402 dry bulk vessels has changed hands, with a total value of USD 3.6bn

– Several leading ship owners have acquired tonnage during 2015 and 2016

Relevant vessel sales in February1

# Name Built Size Builder Sold En Bloc USDm

1 N Fos 2010 179,300 Hyundai Samho HI 2017-Jan-27 20.5

2 Cape Rich 2011 180,133 Beihai Shipyard 2017-Jan-16 18.6

3 Dong-A Leto* 2010 179,221 Hyundai Samho HI 2017-Jan-10 44.6

4 Dong-A Ether* 2011 179,213 Hyundai Samho HI 2017-Jan-10 #

5 Maverick Genesis 2010 80,705 STX SB (Jinhae) 2017-Jan-19 13.1

6 Medi Venezia 2005 76,602 Imabari SB Marugame 2017-Jan-18 7.5

7 Thames 2006 74,444 Hudong Zhonghua 2017-Jan-16

8 Bubalin 2004 76,429 Tsuneishi Zosen 2017-Jan-13 7.3

9 Cathrin Oldendorff 2011 93,246 Zhejiang Yangfan 2017-Jan-11 12.5

10 Red Jasmine 2006 76,596 Imabari SB Marugame 2017-Jan-04 8.0

11 Halicarnassus V 2009 58,729 Tsuneishi Zhoushan 2017-Jan-26 11.0

12 Ocean Eternity 2011 50,630 Oshima Shipbuilding 2017-Jan-25 9.5

13 Pacific Sea 2004 53,589 Xiamen Shipbuilding 2017-Jan-24 4.9

14 Orient Phoenix 2007 55,840 Kawasaki HI Kobe 2017-Jan-24 9.5

15 Santa Isabella 2006 55,862 Kawasaki HI Kobe 2017-Jan-18 8.0

16 Niton Cobalt 2004 52,471 Tsuneishi Zosen 2017-Jan-17 6.2

17 Medi Imabari 2008 56,047 Mitsui SB (Tamano) 2017-Jan-04 10.1

18 Nemtas-2 2005 48,857 I.H.I. 2017-Jan-03 7.0

# Name Built Size Builder Sold En Bloc USDm

1 N Fos 2010 179294 Hyundai Samho HI 2017-Feb-17 21.8

2 Shin-Zui 2007 180201 Koyo Dock K.K. 2017-Feb-15 15.0

3 Teh May 2004 175085 Shanghai Waigaoqiao 2017-Feb-14 10.0

4 Portage 2002 176391 NKK (Tsu) 2017-Feb-03 9.0

5 Bill ion Trader II 2007 82050 Tsuneishi Zosen 2017-Feb-22 12.5

6 Bergen Trader I* 2012 82500 Sungdong SB 2017-Feb-21 15.9

7 Red Gardenia 2005 76294 Tsuneishi Zosen 2017-Feb-17 7.0

8 Lian Hua Feng 2002 73901 Jiangnan Shipyard 2017-Feb-15 4.6

9 Conti Spinell 2011 75035 Jinglu Shipyard 2017-Feb-10 10.9

10 Flama 2011 80448 STX SB (Jinhae) 2017-Feb-09 14.8

11 Epson Trader I 2009 82331 Oshima Shipbuilding 2017-Feb-03 13.2

12 26 Agustos 2002 52455 Tsuneishi Cebu 2017-Feb-22 5.2

13 Zhe Hai 167 2011 57014 Zhoushan Wuzhou 2017-Feb-22 9.8

14 RM Dynasty* 2004 51235 Sinopacific Zhejiang 2017-Feb-20 3.2

15 RM Power* 2004 50619 Sinopacific Zhejiang 2017-Feb-20 3.2

16 Darya Bhakti 2005 56060 Mitsui SB (Tamano) 2017-Feb-10 8.0

17 Zorina 2011 56757 Zhoushan Zengzhou 2017-Feb-09 7.4

18 Jin Feng* 2011 57353 STX Dalian 2017-Feb-01 10.5

19 Jin Heng* 2010 55091 Nantong COSCO KHI 2017-Feb-01 11.9

20 Jin Mao* 2009 54768 Oshima Shipbuilding 2017-Feb-01 12.8

21 Jin Shun* 2009 54768 Oshima Shipbuilding 2017-Feb-01 12.8

22 Karaweik 2006 54170 Oshima Shipbuilding 2017-Feb-01 7.9


Dry Bulk Market Fundamentals at Its Lowest Levels Since the 1980s

Baltic Dry Index

Source: Clarksons’ Shipping Intelligence Network

Historical values of 10-year old Capesize vessels

• Baltic Dry Index (BDI) at low levels

– All-time-low of 290 points on February 10, 2016

• The weak dry bulk fundamentals have driven asset values to the lowest levels observed in 30 years

• Recent 2nd hand transactions prices 10 year old Capesize vessels at USD 16m

– 20 year average value of a 10 year old Capesize vessel of USD 33.6m

-

20

40

60

80

100

120

140

93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16

USDm Capesize 10-year old 20-year avg. 20-year avg. excl. 04-09

-

2,000

4,000

6,000

8,000

10,000

12,000

99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16

Index points


Supply Side Adjustments Pave Way for Market Recovery

Scrapping activity 1970-2016 in million DWT


New orders in % of existing fleet

• Scrapping 2016 of 28m DW corresponding to ~4% of the global dry bulk fleet

• Order book as % of total fleet continues to fall

– Lowest level seen in 10 years

– Currently at 9.5% of total fleet

• Average age of vessels scrapped at the lowest level seen in over 20 years Average age of vessels scrapped

0

5

10

15

20

25

30

35

40

1970 1973 1976 1979 1982 1985 1988 1991 1994 1997 2000 2003 2006 2009 2012 2015

Mill DWTs Title

22

24

26

28

30

32

34

1996 1998 2000 2002 2004 2006 2008 2010 2012 2015

Age (years)

0

10

20

30

40

50

60

70

80

90

2000 2002 2004 2006 2008 2010 2012 2014 2016

%


Older Vessels Represent the Most Attractive Asset Play


Upside from current asset values to 20 year averages

22.3 24.0 42.0

15.0 15.5 25.0 10.5

10.0 16.0

4.9 6.1 10.4

9.8

13.0 23.0

8.3

11.9

17.4

22% 25% 25%

65%

84%

92%

79%

119%

109%

-

20%

40%

60%

80%

100%

120%

140%

Supramax Panamax Capesize Supramax Panamax Capesize Supramax Panamax Capesize

Newbuilds 5y old 10y old

Current value (USDm) Upside to 20yr average (USDm)


10 Year Old Vessels at Lowest % of Newbuild Price Since the 90s

Value of 10 year old Capesize in % of newbuild cost

• 10 year olds currently valued at almost lowest % of newbuild price observed in over 20 years

– Capesize: 38%

– Panamax: 42%

– Supramax: 47%

• Historically the value of 10 year olds fluctuate with dayrates

– The last 20 years the avg. price of a 10 year old Capesize in % of a newbuild has been 58%

– The last 20 years the avg. price of a 10 year old Supramax in % of a newbuild has been 65%

Value of 10 year old Supramax in % of newbuild cost


0 %

20 %

40 %

60 %

80 %

100 %

120 %

140 %

94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16

% of NB price 10yr old in % of NB price 20yr average Historical low

0 %

20 %

40 %

60 %

80 %

100 %

120 %

140 %

94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16

% of NB price 10yr old in % of NB price 20yr average Historical low


Cash Flow Positive in 2017 Based on Current FFA Curve

*Q2-Q4 2017 Note: Cash breakeven as calculated on slide 14, and based on assumptions on that page Source: Bloomberg

Cape FFA curve and GoodBulk breakeven Supra FFA curve and GoodBulk breakeven

• Cash breakeven of USD 9,080

• Capesize vessels are expected to be cash positive in 2017 on the current FFA-curve

• Cash breakeven of USD 6,840

• Positive cash yield from Supramax investment expected from 2017 onwards

FFA curve implies potential for GoodBulk dividends from 2017

14,100

13,300 13,400

14,550

9,080

6,000

8,000

10,000

12,000

14,000

16,000

2017* 2018 2019 2020

USD/d FFA Cash breakeven

8,800 8,900

9,250 9,400

6,840

6,000

7,000

8,000

9,000

10,000

11,000

12,000

2017* 2018 2019 2020

USD/d FFA Cash breakeven


Table of Contents




IV. Market overview

V. Appendix

Page 4

Page 11

Page 22

Page 31


Risk factors

Risk Related to the Business

• We have limited operating history as a separate entity and investors may have difficulties assessing our outlook for future revenues and other operating results

• We cannot assure you that additional vessels will be acquired

• We will be subject to counterparty risks with respect to our counterparties on contracts

• A second hand vessel may have conditions or defects that we are not aware of when the vessels are bought and which may require us to incur costly repairs to the vessel

• The fair market value of our vessels or other ships possibly acquired in the future may increase or decrease depending on a number of factors

• Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow

• Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings

• We are subject to international safety regulations and the failure to comply with these regulations may subject us to increased liability, which may adversely affect our insurance coverage and may result in our vessels being denied access to, or detained in, certain ports

• New environmental regulations may substantially affect our business

• An increase in voyage or operating expenses or dry-docking costs could materially and adversely affect our financial performance

• We will depend on a manager to assist in operating the fleet

• We may be subject to litigation that could have an adverse effect

• We will be subject to highly complex tax laws and regulations that are subject to interpretation and change

Risk Related to the Industry

• The dry bulk industry is both cyclical and volatile in terms of charter rates, profitability and asset values

• We will be exposed to fluctuations in freight rates and spot market charter rates

• An over-supply of dry bulk capacity may lead to a reduction in charter rates, vessel values, and profitability

• Changes in operating expenses, such as for example fuel, bunkers or other costs, may adversely affect profits

• Our operations will be subject to complex laws and regulations, including environmental laws and regulations which can significantly affect the operation of the Company’s vessels

• Our vessels may suffer damage, and we may incur significant liabilities, due to the inherent operational risks of the dry bulk industry which may not be covered by insurance

• Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business

Risks Related to the Private Placement

• The price of our shares may fluctuate significantly

• We may not be able or willing to pay dividends

• The Private Placement is subject to closing conditions, and we cannot assure you that these conditions will be fulfilled

• We may issue additional shares or other securities in the future, which may dilute the holdings of shareholders and could materially and adversely affect the price of our shares

• As Brentwood and CTM will continue to operate the business that they have operated for many years, in addition to their participation and role in GoodBulk, conflicts may exist between GoodBulk on one hand and Brentwood and CTM on another

• If you register your holding in our shares on a nominee account, that may affect your ability to vote on your shares or otherwise be able to exercise your rights as a member

• Until our shares are admitted to trading on a stock exchange or regulated market, if at all, our business may not be as transparent as the business of a listed company and you may not, as a minority shareholder, have the same protections as you would as a minority shareholder in a listed company

U.S. Federal Income Tax Risk Factors

• You may be subject to various limitations on the use of losses generated by us

• You may be required to pay U.S. taxes on your share of our income even if you do not receive any cash distributions from us

• Because distributions may reduce your tax basis in your interests, you may realize greater gain on the disposition of your shares than you may otherwise expect, and you may have a tax gain even if the price you receive is less than your original cost

• U.S. tax-exempt entities, regulated investment companies and non-U.S. persons face unique U.S. tax issues from owning common shares that may result in adverse U.S. tax consequences to them


STRICTLY PRIVATE AND CONFIDENTIAL. THE DISTRIBUTION OF THIS PRESENTATION AND THE OFFERING, SUBSCRIPTION, PURCHASE OR SALE OF ANY SECURITIES MENTIONED HEREIN MAY IN CERTAIN JURISDICTIONS BE RESTRICTED BY LAW, INCLUDING (BUT NOT LIMITED TO) CANADA, AUSTRALIA OR JAPAN. THIS DOCUMENT

MAY NOT BE DISTRIBUTED INTO THE UNITED STATES OR TO ANY AMERICAN CITIZEN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LEGISLATION.

March 2017

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