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December 5, 2022
Luke Brandenberg
Chief Executive Officer
Granite Ridge Resources, Inc.
5217 McKinney Avenue, Suite 400
Dallas, TX 75205
Re:Granite Ridge Resources, Inc.
Registration Statement on Form S-1
Filed November 18, 2022
File No. 333-268478
Dear Luke Brandenberg:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 18, 2022
Cover Page
1.For each of the securities being registered for resale, please disclose here the price that the
selling securityholders paid for such securities.
2.We note the warrants are out the money. Please disclose the exercise price of the warrants
compared to the market price of the underlying securities. In addition, please disclose the
likelihood that warrant holders will not exercise their warrants. Provide similar disclosure
in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameLuke Brandenberg
 Comapany NameGranite Ridge Resources, Inc.
 December 5, 2022 Page 2
 FirstName LastName
Luke Brandenberg
Granite Ridge Resources, Inc.
December 5, 2022
Page 2
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. Please highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the Class A common stock.
Prospectus Summary, page 2
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Existing GREP Members, the beneficial owner of over 90% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
Risk Factors
Sales of the Granite Ridge common stock by the Selling Securityholders..., page 31
5.We note your disclosure that sales of the Granite Ridge common stock by the selling
securityholders (or the perception that such shares may be sold) may cause the market
price of Granite Ridge’s securities to drop significantly. To illustrate the risk of the
negative pressure potential sales of shares pursuant to this registration statement could
have on the public trading price of the common shares, disclose the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Also disclose, if true, that even though
the current trading price is significantly below the Executive Network Partnering
Corporation IPO price, the private investors have an incentive to sell because they will
still profit on sales because of the lower price that they purchased their securities than the
public investors.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the selling securityholders acquired their shares and warrants, and the price
that public securityholders acquired their shares and warrants. As applicable, please also
disclose that while the selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to any differences in the purchase prices
and the current trading price. Please also disclose any potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.

 FirstName LastNameLuke Brandenberg
 Comapany NameGranite Ridge Resources, Inc.
 December 5, 2022 Page 3
 FirstName LastName
Luke Brandenberg
Granite Ridge Resources, Inc.
December 5, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Karina Dorin, Staff
Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Curtis