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February 29, 2024
Joel Riddle
Chief Executive Officer
Tamboran Resources Corporation
Suite 01, Level 39, Tower One, International Towers Sydney
100 Barangaroo Avenue, Barangaroo NSW 2000
Re:Tamboran Resources Corporation
Draft Registration Statement on Form S-1
Submitted February 2, 2024
CIK No. 0001997652
Dear Joel Riddle:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise disclosure on the cover page to clarify whether the offering is contingent
upon approval of your NYSE listing.
Glossary of Natural Gas Terms, page iv
2.Please revise your glossary of natural gas terms to include definitions for the various
additionally terms used in your prospectus, such as: development well, exploratory well,
extension well, stratigraphic test well, net wells, productive wells, prospective acres,
prospective resources, probable reserves, proved reserves, reserves, resources, EUR,
developed acres, undeveloped acres, royalty interest, unconventional drilling,
unconventional natural gas, unconventional play, unconventional resources, and unproved
properties.

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 Comapany NameTamboran Resources Corporation
 February 29, 2024 Page 2
 FirstName LastNameJoel Riddle
Tamboran Resources Corporation
February 29, 2024
Page 2
Prospectus Summary
Our Company
Our Assets, page 1
3.You disclose the Beetaloo Basin covers approximately 10,800 square miles (7 million
acres) and is believed to contain significant quantities of unconventional natural gas (page
1). Please revise your filing to categorize these quantities as “unconventional natural gas
resources.”
4.Your disclosures use the phrases “potential of the petroleum believed to be present” on
pages 2 and 110 and “potential presence of natural gas” on page 19. Please revise these
phrases to incorporate the term “prospective resources.”
5.Your disclosure indicates the geological properties of the Middle Velkerri section in the
Beetaloo Basin are similar to those of the Marcellus Shale of the Appalachian Basin in the
northeastern United States. Please expand your disclosure to explain what properties are
similar and why you believe the two formations are analogous. Refer to the definition of
an analogous reservoir in Rule 4-10(a)(2) of Regulation S-X.
Our Business Plan, page 3
6.Revise to provide more specificity regarding the total anticipated costs to the extent
known with regard to the first phase you describe. For example, discuss here and in
the Use of Proceeds section as appropriate how much of the $350 million capital cost
($135 million net to Tamboran) and the other costs you list will be funded through cash on
hand, how much from this offering, and how much from additional capital raising
efforts. Also, ensure that there is at least one comprehensive discussion of the anticipated
components of the costs in the first phase, insofar as you state at page 18 that you estimate
expenses of approximately $26 million to drill and complete each of the six to ten
additional appraisal wells. Where practicable, provide consistent references in either U.S.
or Australia dollars. In that regard, we note the disclosure at page 8 that "The Company
has raised more than A$350 million to date through an initial public equity offering listed
on the ASX, follow-on offerings, and private placements."
Competitive Strengths, page 7
7.You disclose a total of 21 wells have been drilled in the Beetaloo intersecting the Middle
Velkerri shales. Please clarify if these 21 wells include the six appraisal wells in which
you participated.

Also, please disclose if any of these 21 wells are currently producing, or have ever
produced, from the Middle Velkerri in the Beetaloo Basin.
8.You disclose on page 7 that your initial development area of the Middle Velkerri-B shale
shows an average shale thickness of 230 feet across a 610,473-acre area (approximately
954 square miles) and that your third-party engineering firm, Netherland Sewell

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Tamboran Resources Corporation
February 29, 2024
Page 3
& Associates (NSAI), estimated the Middle Velkerri section is continuous across an
approximate 160 mile area (approximately 102,400 acres assuming a 160 square mile
area). Elsewhere on page 92, you disclose that recent NSAI estimates based on the current
work program include a prospective fairway acreage (in EP 161) of approximately 800
square miles (or approximately 512,000 acres). Please modify your disclosure to provide a
consistent metric, either square miles, acres or both, relating to your acreage. Also expand
your disclosure to further explain or reconcile the various differences in estimates of area
as noted above.

Also on page 7, it appears the approximate area should be “160 square miles” rather than
“160 miles.” Please review and revise your filing as necessary.
9.Please tell us if the estimates of acreage attributed to NSAI on pages 7 and 92 and the
estimates of EUR attributed to Subsurface Dynamics, Inc. on page 92 were commissioned
by Tamboran Resources. If so, provide NSAI’s and Subsurface Dynamics’ consent in
accordance with the Securities Act Rule 436 and revise your filing to clarify. Also tell us
what consideration you gave to identifying these entities as Experts under the disclosure
on page 154. If you did not commission any of the cited third-party data, please tell us the
general terms, conditions, and limitations, if any, imposed by NSAI and Subsurface
Dynamics for the use of this data in your prospectus.
Summary of Risk Factors, page 13
10.Revise to make clear in the first bullet point in this section that you do not expect to
generate any revenue from production until 2026 at the earliest, as you mention at page 70
in your Liquidity and Capital Resources discussion and in the first risk factor at page 18.
In order to provide the reader with appropriate context, ensure that your page 1 discussion
of your status as a "growth-driven independent natural gas production company" and
similar assertions in the prospectus take into account your expectations regarding the
earliest expected date for revenues from production.
Summary Historical Consolidated Financial Data, page 16
11.We note you reference the pro forma financial statements on pages ii, 1, 16, 43, 62 and 65.
However, there are no pro forma financial statements provided in the draft registration
statement. Please revise to provide the required pro forma financial statements. To the
extent you do not believe pro forma financial statements are necessary, please explain.
Our recurring losses from operations, page 29
12.It appears that you suggest you need to raise more than $40 million of capital to continue
as a going concern through fiscal year 2024. If you are referring to the fiscal year ending
in four months, revise to make clear that you might not continue as a going concern if you
do not raise a sufficient amount in this offering, if accurate. Also reconcile the disclosure
with your statement at page 71 that you "expect the proceeds of this offering, together

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 February 29, 2024 Page 4
 FirstName LastNameJoel Riddle
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February 29, 2024
Page 4
with our existing cash on hand, to be sufficient to fund our planned appraisal drilling and
testing program at least through the end of fiscal year 2025."
A financial crisis or deterioration in general economic, business or industry conditions could
materially adversely affect, page 30
13.We note that you have experienced supply chain disruptions. Revise to discuss known
trends or uncertainties resulting from mitigation efforts undertaken, if any.
14.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with your supply chain, suppliers, and service
providers.
Risk Factors
Risks relating to the offering, page 44
15.Expand the disclosure under "We do not intend to pay dividends on our CDIs or common
stock in the foreseeable future" to make clear that you do not anticipate generating
revenues from operations before 2026 at the earliest, as you disclose elsewhere.
16.In light of the restrictions you mention under "Investors purchasing shares of our common
stock in this offering will not be able to freely sell those shares, or CDIs representing
those shares, in Australia," please revise to clarify the subsequent risk factor caption
which states "All of the shares of our common stock and the CDIs representing those
shares to be outstanding following this offering will be freely tradable in the public
markets...."
Cautionary Statement Regarding Forward-Looking Statements, page 57
17.Please eliminate your assertion that "[t]his prospectus contains certain forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of
1995." Section 27A(b)(2)(D) of the Securities Act states that the safe harbor for forward
looking statements does not apply to statements made in connection with an initial public
offering.
Use of Proceeds, page 60
18.We note your disclosure that you intend to use all the net proceeds of this offering to fund
your development plan and for working capital and other general corporate purposes.
Please revise to provide the approximate amounts of proceeds to be used for each
principal purpose. Refer to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Market Outlook, page 67
19.You state that you experienced inflationary pressure on your cost structure throughout
2022 and 2023. Please expand to identify the principal factors contributing to the

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 February 29, 2024 Page 5
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Tamboran Resources Corporation
February 29, 2024
Page 5
inflationary pressures the company has experienced and clarify the resulting impact to the
company. Additionally, please update your disclosure in future filings to identify actions
planned or taken, if any, to mitigate inflationary pressures.
20.We note your disclosure that increasing global demand for LNG, as well as under-
investment in new supply, has led to projected LNG supply shortages by 2030 and by
2030, the global LNG market is expected to be 30 Mtpa short of supply. Please revise to
provide your source(s) for this disclosure, including the date(s) of the report(s) or
article(s).
Results of Operations
Comparison of the Years Ended June 30, 2022 and June 30, 2023
Cash Flows, page 72
21.Please revise your disclosure to provide a discussion and analysis of your cash flows to
address and quantify material changes and their underlying drivers. The disclosures
should include a discussion of the underlying reasons for changes in working capital items
and the impacts of acquisitions and recent transactions on your cash flows. Refer to
section IV.B.1 of SEC Release No. 33-8350.
Industry
Australian Natural Gas and Natural Gas Liquids Reserves, page 78
22.We note your discussion includes an estimate of Australia’s proved plus probable natural
gas reserves as of December 31, 2021, according to Geoscience Australia. Please expand
your discussion to clarify the industry definitions used to determine these estimates and
whether the volumes are economically or commercially recoverable as of the date of the
estimate.
23.Due to the different risk profiles, we believe proved and probable reserves estimates
should not be added together. To the extent possible, please provide separate disclosure of
the proved and probable volumes to comply with the guidance in Question 105.01 of our
Compliance and Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules.
Additionally, expand your disclosure to include a discussion of the uncertainty related to
the estimates of proved and probable reserves. Incorporate the appropriate cautionary
language indicating such estimates have not been adjusted for risk, may not be
comparable with each other, and should not be summed arithmetically. Refer to the
disclosure requirements in Item 1202(a)(5) of Regulation S-K.
Business
Our Assets Within the Beetaloo, page 90
24.You disclose that you have participated in a total of six “appraisal wells” over the last 18
months; however, your Glossary of Natural Gas Terms (“Glossary”) does not include a
definition of an appraisal well. Please revise your disclosure here and throughout your

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 February 29, 2024 Page 6
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Tamboran Resources Corporation
February 29, 2024
Page 6
prospectus to further characterize these six wells and the six to ten additional wells
scheduled to be drilled by the end of 2025 as either exploratory wells, extension wells,
stratigraphic test wells and/or development wells consistent with the definitions of such
wells in Rule 4-10(a) of Regulation S-X. Alternatively, include a definition of an appraisal
well in your Glossary and indicate if such wells correlate to an exploratory, stratigraphic
test or development wells as defined in Rule 4-10(a) of Regulation S-X.
25.Please expand your disclosure of the wells drilled for each of last three fiscal years to
disclose your drilling and other exploratory and development activities as required by
Items 1205 (a)(1) and (a)(2) of Regulation S-K pursuant to the definitions in Items1205(b)
and 1208(c) of Regulation S-K and the definitions in (a)(9), (a)(13), (a)(14), and/or (a)(30)
in Rule 4-10(a) of Regulation S-X.
26.Please expand your disclosure to provide the total number of gross and net productive
wells expressed separately as either an oil well or as a gas well as of the end of your
current fiscal year or at a specified more current date to comply with the disclosure
requirements in Item 1208(a) of Regulation S-K.

Also, please expand your disclosure to separately address your present activities,
including the number of gross and net wells in the process of being drilled, completed or
waiting on completion and any other related activities of material importance as of your
current fiscal year or at a specified more current date to comply with the disclosure
requirements in Item 1206 of Regulation S-K.
27.Please expand your disclosure to provide a concise tabular presentation or similar
summary of the gross and net developed and undeveloped acreage amounts relating to
your interests in the seven EPs and one EP(A) and the associated expiration dates for
material amounts of your undeveloped acreage. Refer to the disclosure requirements in
Items 1208(a) and (b) and the definitions in Item 1208(c) of Regulation S-K.
Exploration Permit 161, page 92
28.We note that you have not attributed any proved, probable and/or possible reserves or any
oil, condensate and/or natural gas production to the six wells drilled to date; however, you
do disclose a 20-year EUR range related to a proposed approximate 10,000-foot
development scale well. Please refer to the definitions of estimated ultimate recovery
(EUR) and reserves in Rule 4-10(a)(11) and (a)(26) of Regulation S-X, respectively, and
the Instruc