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 Document Tamboran Resources Corporation Suite 01, Level 39, Tower One, International Towers Sydney 100 Barangaroo Avenue, Barangaroo NSW 2000 Australia +61 2 8330 6626 July 25, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Tamboran Resources Corporation Registration Statement on Form S-3 (File No. 333-288382) Request for Acceleration of Effective Date To the addressee set forth above: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Tamboran Resources Corporation (the “Company”) hereby requests that the U.S. Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3, as amended by Amendment No. 1 filed on July 23, 2025 (the “Registration Statement”), and declare the Registration Statement effective as of 4:05 p.m., Eastern Time, on July 29, 2025, or as soon thereafter as possible. The Company requests that it be notified of such effectiveness by a telephone call to David J. Miller of Latham & Watkins LLP at (737) 910-7363 and that such effectiveness also be confirmed in writing. Sincerely, Tamboran Resources Corporation By: /s/ Eric Dyer Name: Eric Dyer Title:   Chief Financial Officer cc (via email) David J. Miller, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 3, 2025

Joel Riddle
Chief Executive Officer
Tamboran Resources Corporation
Suite 01, Level 39, Tower One, International Towers Sydney
100 Barangaroo Avenue, Barangaroo NSW 2000
Australia

 Re: Tamboran Resources Corporation
 Registration Statement on Form S-3
 Filed June 27, 2025
 File No. 333-288382
Dear Joel Riddle:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Karina Dorin at 202-551-3763 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

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 TAMBORAN RESOURCES CORPORATION

Suite 01, Level 39, Tower One, International Towers Sydney

100 Barangaroo Avenue, Barangaroo NSW 2000

June 25, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

Myra Moosariparambil, Raj Rajan, Sandra Wall

John Hodgin, Cheryl Brown and Timothy Levenberg

  

Re:

Tamboran Resources Corporation

Registration Statement on Form S-1, as amended (File No. 333-279119)

Request for Acceleration Effective Date

 Ladies and Gentlemen:

 On behalf
of Tamboran Resources Corporation (the “Company”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration
Statement on Form S-1 (File No. 333-279119) (as amended, the “Registration Statement”) be accelerated to become effective as of 2:00 p.m.
Eastern time on June 26, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Michael Chambers at
(713) 546-7416.

 The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your assistance in this
matter.

 [Signature Page Follows]

 June 25, 2024

 Page
 2

Very truly yours,

TAMBORAN RESOURCES CORPORATION

By:

 /s/ Eric Dyer

Name: Eric Dyer

Title: Chief Financial Officer

cc:
 Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation

Michael Chambers, Latham & Watkins LLP

David J. Miller, Latham & Watkins LLP

Trevor Lavelle, Clifford Chance US LLP

Andrew S. Epstein, Clifford Chance US LLP

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 BofA Securities, Inc.

One Bryant Park

 New York, New York 10036

Citigroup Global Markets Inc.

 388 Greenwich Street

New York, New York 10013

 RBC Capital Markets, LLC

Brookfield Place

 200 Vesey Street, 8th Floor

New York, New York 10281

 June 25, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Re:
 Tamboran Resources Corporation

Registration Statement on Form S-1, as amended (File
No. 333-279119)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Tamboran Resources Corporation (the “Company”) for acceleration of the
effective date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 2:00 p.m. Eastern time on June 26, 2024, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have
been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

BofA Securities, Inc.

Citigroup Global Markets Inc.

RBC Capital Markets, LLC

As representatives of the several

Underwriters listed in Schedule A of the

Underwriting Agreement

By:

BofA Securities, Inc.

By:

 /s/ Ray Craig

Name: Ray Craig

Title: Managing Director

By:

Citigroup Global Markets Inc.

By:

 /s/ Christopher B. Miller

Name: Christopher B. Miller

Title: Managing Director

By:

RBC Capital Markets, LLC

By:

 /s/ Young Kim

Name: Young Kim

Title: Managing Director

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300 Colorado Street, Suite 2400

Austin, TX 78701

Tel: +1.737.910.7300 Fax: +1.737.910.7301

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

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Century City

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June 21, 2024

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Frankfurt

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Houston

Tel Aviv

London

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Los Angeles

Washington, D.C.

Madrid

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
 Myra Moosariparambil, Raj Rajan, Sandra Wall

 
 John Hodgin, Cheryl Brown and Timothy Levenberg

Re:
 Tamboran Resources Corporation

Registration Statement on Form S-1

File No. 333-279119

CIK No.: 0001997652

 Ladies and
Gentlemen:

 Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission, Tamboran Resources Corporation (the “Company,” “we,” “us” or “our”) hereby confidentially submits (the
“Submission”) pages reflecting offering terms of the initial public offering (the “Offering”) of common stock (the “Common Stock”) that were discussed with the Staff. The
Company expects that these items will be included in a future amendment to the Registration Statement on Form S-1, File No. 333-279119 (the “Registration
Statement”).

 The information included in the Submission are initially being provided for your consideration by
correspondence due to our desire to provide all information necessary for the Staff to complete its review on a timely basis.

 The Company
is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the offering terms set forth herein. We expect that these marked changes will be incorporated into a future amendment to the Registration
Statement. The Company seeks confirmation from the Staff that it may request effectivness of the Registration Statement following these changes.

**********

 If you have any questions regarding
the foregoing Submission or the Registration Statement, please do not hesitate to contact me by telephone at (713) 546-7416 or by email at michael.chambers@lw.com.

 June 21, 2024

 Page
 2

 Very truly yours,

Michael Chambers

of LATHAM & WATKINS LLP

Enclosure

cc:
 Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation

Eric Dyer, Chief Financial Officer of Tamboran Resources Corporation

David Miller, Latham & Watkins LLP 

Trevor Lavelle, Clifford Chance US LLP

Andrew S. Epstein, Clifford Chance US LLP

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Response Letter

 300 Colorado Street, Suite 2400

 Austin, TX 78701

 Tel: +1.737.910.7300 Fax: +1.737.910.7301

www.lw.com

 FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

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New York

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Orange County

Century City

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Chicago

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June 20, 2024

 Dubai

 San Diego

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Frankfurt

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Silicon Valley

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VIA EDGAR

 London

 Tokyo

Los Angeles

Washington, D.C.

Madrid

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Myra Moosariparambil, Raj Rajan, Sandra Wall

John Hodgin, Cheryl Brown and Timothy Levenberg

Re:
 Tamboran Resources Corporation

Registration Statement on Form S-1

Submitted May 3, 2024

File No.: 333-279119

Ladies and Gentlemen:

 On behalf of Tamboran
Resources Corporation (the “Company”), we submit this letter in connection with the filing of an amendment to the Registration Statement on Form S-1 (the “Public Filing
No. 4”) which reflects the Company’s responses to the comment letter received by the Company on June 18, 2024 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) regarding the Registration Statement previously filed by the Company on June 17, 2024 to the SEC (the “Registration Statement”).

For ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto or a
statement identifying the location in Public Filing No. 4 of the requested disclosure or revised disclosure. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Public Filing No. 4 and all
references to page numbers in such responses are to page numbers in Public Filing No. 4.

 June 20, 2024

 Page
 2

 Amendment No. 3 to Registration Statement on Form S-1

 Capitalization, page 66

1.
 We note your response to prior comments 1 and 2. However, we note you have not fully addressed the issues, thus
the comments are reissued. Please address the following issues:

•

 Revise your presentation to include parentheses around the amounts for Accumulated deficit and
Accumulated other comprehensive loss in the “Actual” and “As adjusted” columns.

•

 You state that you issued the Convertible Note to H&P in the amount of $9,390,500 in exchange and
satisfaction of mobilization expenses incurred and did not receive any cash proceeds from the issuance of the Convertible Note. Considering the Convertible Note was issued for mobilization expenses incurred, tell us how you reflected these expenses
in the accumulated deficit in the capitalization table. Please revise or advise.

•

 We note you intend to issue $7.5 million in shares of Tamboran’s common stock to Daly Waters Energy L.P
in satisfaction of certain joint venture related expenses under a joint venture agreement, and you will not receive any proceeds. Please clarify how you reflected the joint venture related expenses in the accumulated deficit in the capitalization
table. Please revise or advise.

•

 To enhance an investor’s understanding, please revise your capitalization table to include a column
reflecting the issuance and conversion of the Convertible Note into 460,318 shares of common stock and issuance of $7.5 million in shares to Daly Waters Energy L.P along with footnotes describing the impact of the transactions.

 Response: We acknowledge the Staff’s comments, and with respect to bullets #1 and #4 have revised the
Registration Statement accordingly. Please see page 66 of Public Filing No. 4.

 With respect to bullet #2, we note the decrease in
accounts payable and accrued expenses in connection with the issuance of the Convertible Note is reflected in total liabilities, however, neither the issuance nor the conversion of the Convertible Note affects the Statement of Operations because
such mobilization expenses were capitalized to Unproved Properties.

 With respect to bullet #3, we note that the Daly Waters Placement was
not made as a payment of joint venture related expenses. Rather, The Daly Waters Placement will be made to satisfy certain payment obligations that would have become due in February 2025. Specifically, as a result of not meeting certain project
milestones pursuant to the TB1 Joint Venture Agreement by December 31, 2024, the Company would have been required to pay Daly Waters $7.5 million in cash or $15 million in value of CDIs, at the Company’s option. Daly Waters has
agreed to accept $7.5 million in shares of the Company’s common stock at the initial public offering price in waiver of this obligation. The obligations to issue shares or pay a cash amount to Daly Waters are not recorded on our balance
sheet and thus will not impact total liabilities or accumulated deficit. Please see the description of the TB1 Joint Venture Agreement beginning on page 106 of Public Filing No. 4.

 June 20, 2024

 Page
 3

 Dilution, page 67

2.
 We note you will not receive any cash proceeds from the Daly Waters Placement relating to your joint venture
related expenses or upon conversion of the Convertible Note relating to mobilization and related expenses incurred. It appears the shares issued in these two transactions as a result of expenses incurred should not have an impact on the “as
adjusted net tangible book value.” Please revise your as adjusted net tangible book value and the as adjusted net tangible book value per share as of March 31, 2024 and the related dilution disclosures as appropriate, or explain to us why
no revisions are required.

 Response: We acknowledge the Staff’s comment and have revised the Registration
Statement accordingly. We also note for the Staff our response to Comment #1 above as it related to the Daly Waters Placement. Please see pages 68-70 of Public Filing No. 4.

3.
 Please disclose the details of the transactions relating to the conversion of the Convertible Note issued to
H&P and issuance of shares in the Daly Waters Placement. In addition, disclose the impact of these share issuances on the adjusted net tangible book value.

Response: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see pages 68-70 of
Public Filing No. 4.

 **********

 If
you have any questions regarding the foregoing responses or the Registration Statement, please do not hesitate to contact me by telephone at (713) 546-7416 or by email at michael.chambers@lw.com.

Very truly yours,

 Michael Chambers

 of LATHAM & WATKINS
LLP

 Enclosure

cc:
 Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation

Eric Dyer, Chief Financial Officer of Tamboran Resources Corporation

David Miller, Latham & Watkins LLP

Trevor Lavelle, Clifford Chance US LLP

Andrew S. Epstein, Clifford Chance US LLP

United States securities and exchange commission logo
June 18, 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
Amendment No. 2 to Registration Statement on Form S-1
Filed June 17, 2024
File No. 333-279119
Dear Joel Riddle:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 13, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Capitalization, page 66
1.We note your response to prior comments 1 and 2. However, we note you have not fully
addressed the issues, thus the comments are reissued. Please address the following issues:

•Revise your presentation to include parentheses around the amounts for Accumulated
deficit and Accumulated other comprehensive loss in the “Actual” and “As adjusted”
columns.

•You state that you issued the Convertible Note to H&P in the amount of $9,390,500
in exchange and satisfaction of mobilization expenses incurred and did not receive
any cash proceeds from the issuance of the Convertible Note. Considering the
Convertible Note was issued for mobilization expenses incurred, tell us how you

 FirstName LastNameJoel Riddle
 Comapany NameTamboran Resources Corporation
 June 18, 2024 Page 2
 FirstName LastName
Joel Riddle
Tamboran Resources Corporation
June 18, 2024
Page 2
reflected these expenses in the accumulated deficit in the capitalization table. Please
revise or advise

•We note you intend to issue $7.5 million in shares of Tamboran’s common stock to
Daly Waters Energy L.P in satisfaction of certain joint venture related expenses under
a joint venture agreement, and you will not receive any proceeds. Please clarify how
you reflected the joint venture related expenses in the accumulated deficit in the
capitalization table. Please revise or advise.

•To enhance an investor’s understanding, please revise your capitalization table to
include a column reflecting the issuance and conversion of the Convertible Note into
460,318 shares of common stock and issuance of $7.5 million in shares to Daly
Waters Energy L.P along with footnotes describing the impact of the transactions.
Dilution, page 67
2.We note you will not receive any cash proceeds from the Daly Waters Placement relating
to your joint venture related expenses or upon conversion of the Convertible Note relating
to mobilization and related expenses incurred. It appears the shares issued in these two
transactions as a result of expenses incurred should not have an impact on the "as adjusted
net tangible book value." Please revise your as adjusted net tangible book value and the as
adjusted net tangible book value per share as of March 31, 2024 and the related dilution
disclosures as appropriate, or explain to us why no revisions are required.
3.Please disclose the details of the transactions relating to the conversion of the Convertible
Note issued to H&P and issuance of shares in the Daly Waters Placement. In addition,
disclose the impact of these share issuances on the adjusted net tangible book value.
            Please contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at 202-551-3388 if
you have questions regarding comments on the financial statements and related matters. You
may contact Sandra Wall at 202-551-4727 or John Hodgin at 202-551-3699 with questions about
engineering comments. Please contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-
551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Chambers, Esq.

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 June 17, 2024

300 Colorado Street, Suite 2400

Austin, TX 78701

Tel: +1.737.910.7300 Fax: +1.737.910.7301

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

London

Tokyo

Los Angeles

Washington, D.C.

Madrid

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention:  Myra
Moosariparambil, Raj Rajan, Sandra Wall

   John Hodgin, Cheryl Brown and Timothy Levenberg

Re:
 Tamboran Resources Corporation

 
 Registration Statement on Form S-1

Submitted May 3, 2024

Correspondence submitted June 12, 2024

File No.: 333-279119

Ladies and Gentlemen:

 On behalf of Tamboran
Resources Corporation (the “Company”), we submit this letter in connection with the filing of an amendment to the Registration Statement on Form S-1 (the “Public Filing
No. 3”) which reflects the Company’s responses to the comment letter received by the Company on June 13, 2024 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) regarding the Registration Statement previously filed by the Company on May 3, 2024 and the related correspondence submitted by the Company on June 12, 2024 to the SEC.

For ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto or a
statement identifying the location in Public Filing No. 3 of the requested disclosure or revised disclosure. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Public Filing No. 3 and all
references to page numbers in such responses are to page numbers in Public Filing No. 3.

 June 17, 2024

Page 2

 Amendment No. 2 to Registration Statement on Form S-1

 Capitalization, page 66

1.
 We note in June 2024 you issued to H&P a convertible senior note with an original principal amount of
$9,390,500. We further note you have included the conversion of the note into an aggregate of 451,466 shares of common stock in your capitalization table. Please revise the presentation of the capitalization table to include a separate column that
reflects the proceeds received from convertible notes and conversion of the notes to common stock.

 Response: We
note for the Staff that the Convertible Note issued to H&P was issued in exchange and satisfaction of mobilization expenses incurred in connection with the transportation of a H&P rig. Therefore, we did not receive any cash proceeds from the
issuance of the Convertible Note and will not receive any cash proceeds from the conversion into shares upon its terms concurrent with the consummation of this offering. We also note for the Staff that we will not receive any cash proceeds from the
issuance of shares to Daly Waters Energy, LP described in Public Filing No. 3. We have reflected in the “as adjusted” column of the capitalization table the increase in additional paid-in
capital and stockholders’ equity as a result of the issuance of additional shares from each of these transactions. Since such issuances will occur concurrent with the consummation of the initial public offering, we believe that including the
adjustments related to the issuance of shares in each of these transactions together with the issuance of shares and the receipt of cash proceeds from the initial public offering provides the most utility to investors. Please see page 66 of Public
Filing No. 3.

2.
 We note including net offering proceeds, increase in cash and cash equivalents under “As Adjusted”
column total $158,015. However, total stockholders’ equity under ‘As Adjusted’ column increased by $178,371. Please explain, show us your adjustments and revise your disclosures as appropriate.

Response: We acknowledge the Staff’s comment and note for the Staff that as described in our response to Comment #1, the increase
in additional paid-in capital and total stockholders’ equity reflects both the issuance of shares in this offering as well as the issuance of shares in the Daly Waters Placement and upon the conversion of the Convertible Note. We have also
revised the Registration Statement such that the total stockholders’ equity and, accordingly, total capitalization, include additional other comprehensive loss, accumulated deficit, total Tamboran stockholders’ equity, and noncontrolling
interest. Please see page 66 of Public Filing No. 3.

 Dilution, page 67

3.
 We note on page F-15, as of March 31, 2024, the Company incurred
$3,315,503 in deferred offering costs. Please revise your calculation to exclude these costs from your calculation of net tangible book value and related per share at March 31, 2024, before the offering or advise why you do not believe revision
is necessary.

 Response: We acknowledge the Staff’s comment and have revised the Registration Statement
accordingly. Please see page 67 of Public Filing No. 3.

4.
 We note you have included the 451,466 shares of common stock in the denominator when calculating net tangible
book value per share at March 31, 2024. Please revise your presentation to exclude these shares in your calculation of net tangible book value per share before the offering at March 31, 2024.

 June 17, 2024

Page 3

 Response: We acknowledge the Staff’s comment and have revised the Registration
Statement accordingly. Please see page 67 of Public Filing No. 3.

5.
 We note you have included the 451,466 shares of common stock in the denominator when calculating adjusted net
tangible book value per share after the offering. However, the proceeds from convertible notes related to these shares are not included in the numerator. Please revise adjusted net tangible book value at March 31, 2024 and related per share to
include the proceeds from the convertible notes as appropriate or explain to us why revisions are not necessary.

Response: We note for the Staff that, as explained in our response to Comment #1, we did not receive any proceeds from the issuance of
the Convertible Note and will not receive any cash proceeds from the conversion into shares upon its terms concurrent with this offering. We also note for the Staff that we will not receive any cash proceeds from the issuance of shares to Daly
Waters Energy, LP described in Public Filing No. 3. We have revised the Registration Statement to clarify the same. Please see page 67 of Public Filing No. 3.

6.
 Please provide the calculation of net tangible book value per share after the offering if the underwriters
exercise in full their option to purchase additional shares.

 Response: We acknowledge the Staff’s comment
and have revised the Registration Statement accordingly. Please see page 67 of Public Filing No. 3.

 **********

If you have any questions regarding the foregoing responses or the Registration Statement, please do not hesitate to contact me by telephone
at (713) 546-7416 or by email at michael.chambers@lw.com.

 Very truly yours,

 Michael Chambers

of LATHAM & WATKINS LLP

 Enclosure

cc:
 Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation

Eric Dyer, Chief Financial Officer of Tamboran Resources Corporation

David Miller, Latham & Watkins LLP 

Trevor Lavelle, Clifford Chance US LLP

Andrew S. Epstein, Clifford Chance US LLP

United States securities and exchange commission logo
June 13, 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
Registration Statement on Form S-1
Response dated June 12, 2024
File No. 333-279119
Dear Joel Riddle:
            We have reviewed your response dated June 12, 2024 and have the following
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 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Correspondence Filed June 12, 2024
Capitalization, page 66
1.We note in June 2024 you issued to H&P a convertible senior note with an original
principal amount of $9,390,500. We further note you you have included the conversion of
the note into an aggregate of 451,466 shares of common stock in your capitalization table.
Please revise the presentation of the capitalization table to include a separate column
that reflects the proceeds received from convertible notes and conversion of the notes to
common stock.
2.We note including net offering proceeds, increase in cash and cash equivalents under 'As
Adjusted" column total $158,015. However, total stockholders' equity under 'As Adjusted'
column increased by $178,371. Please explain, show us your adjustments and revise your
disclosures as appropriate.

 FirstName LastNameJoel Riddle
 Comapany NameTamboran Resources Corporation
 June 13, 2024 Page 2
 FirstName LastName
Joel Riddle
Tamboran Resources Corporation
June 13, 2024
Page 2
Dilution, page 67
3.We note on page F-15, as of March 31, 2024, the Company incurred $3,315,503 in
deferred offering costs. Please revise your calculation to exclude these costs from your
calculation of net tangible book value and related per share at March 31, 2024, before the
offering or advise why you do not believe revision is necessary.
4.We note you have included the 451,466 shares of common stock in the denominator when
calculating net tangible book value per share at March 31, 2024. Please revise your
presentation to exclude these shares in your calculation of net tangible book value per
share before the offering at March 31, 2024.
5.We note you have included the 451,466 shares of common stock in the denominator when
calculating adjusted net tangible book value per share after the offering. However, the
proceeds from convertible notes related to these shares are not included in the numerator.
Please revise adjusted net tangible book value at March 31, 2024 and related per share to
include the proceeds from the convertible notes as appropriate or explain to us why
revisions are not necessary.
6.Please provide the calculation of net tangible book value per share after the offering if the
underwriters exercise in full their option to purchase additional shares.
            Please contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at 202-551-3388 if
you have questions regarding comments on the financial statements and related matters. You
may contact Sandra Wall at 202-551-4727 or John Hodgin at 202-551-3699 with questions about
engineering comments. Please contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-
551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Chambers, Esq.

CORRESP
1
filename1.htm

CORRESP

300 Colorado Street, Suite 2400

Austin, TX 78701

Tel: +1.737.910.7300 Fax: +1.737.910.7301

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

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Orange County

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June 12, 2024

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U.S. Securities and Exchange Commission

Madrid

 Division of Corporation Finance

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 Washington, D.C. 20549

 Attention:   Myra
Moosariparambil, Raj Rajan, Sandra Wall

        John Hodgin, Cheryl Brown and Timothy Levenberg

Re:
 Tamboran Resources Corporation

Registration Statement on Form S-1

File No. 333-279119

CIK No.: 0001997652

 Ladies and
Gentlemen:

 Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission, Tamboran Resources Corporation (the “Company,” “we,” “us” or “our”) hereby confidentially submits (the
“Submission”) its currently expected offering terms of the initial public offering (the “Offering”) of common stock (the “Common Stock”), including, among other things, the bona
fide price range pursuant to Item 501(b)(3) of Regulation S-K, the number of shares of Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total
number of shares of Common Stock to be outstanding after the Offering. The Company expects that these pricing terms and other items will be included in a future amendment to the Registration Statement on Form
S-1, File No. 333-279119 (the “Registration Statement”).

The Offering terms included in the Submission are based on bona fide estimates of the range of the minimum and maximum offering price and the
maximum number of shares of Common Stock to be offered as of June 11, 2024. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.

The Company proposes to price the Offering with a bona fide price range of $24.00 to $28.00 per share of Common Stock, with a midpoint of
$26.00 per share of Common Stock. In the Offering, the Company proposes to sell up to 6,500,000 shares of Common Stock. The Company also proposes to grant the underwriters a 30-day option to purchase up to an
additional 975,000 shares of Common Stock to cover over-allotments. As discussed with members of the Staff, this range and the additional information included in the Submission are initially being provided for your consideration by correspondence
due to the Company’s and the underwriters’ concern regarding providing such information in advance of the launch of the Offering given recent market volatility, as well as our desire to provide all information necessary for the Staff to
complete its review on a timely basis.

 June 12, 2024

 Page
 2

 The Company is enclosing its proposed marked copy of those pages of the Registration
Statement that will be affected by the offering terms set forth herein. We expect that these marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from the Staff that it may launch
its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.

 **********

If you have any questions regarding the foregoing Submission or the Registration Statement, please do not hesitate to contact me by telephone
at (713) 546-7416 or by email at michael.chambers@lw.com.

Very truly yours,

 Michael Chambers

 of LATHAM & WATKINS
LLP

 Enclosure

cc:
 Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation

Eric Dyer, Chief Financial Officer of Tamboran Resources Corporation

David Miller, Latham & Watkins LLP

Trevor Lavelle, Clifford Chance US LLP

Andrew S. Epstein, Clifford Chance US LLP

CORRESP
1
filename1.htm

CORRESP

300 Colorado Street, Suite 2400

Austin, TX 78701

Tel: +1.737.910.7300 Fax: +1.737.910.7301

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

June 5, 2024

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

London

Tokyo

Los Angeles

Washington, D.C.

Madrid

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
 Myra Moosariparambil, Raj Rajan, Sandra Wall

 John Hodgin, Cheryl Brown and Timothy Levenberg

Re:
 Tamboran Resources Corporation

Registration Statement on Form S-1

Submitted May 3, 2024

File No.: 333-279119

Ladies and Gentlemen:

 On behalf of Tamboran
Resources Corporation (the “Company”), we submit this letter in connection with the filing of an amendment to the Registration Statement on Form S-1 (the “Public Filing
No. 2”) which reflects the Company’s responses to the comment letter received by the Company on May 10, 2024 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) regarding the Registration Statement previously filed by the Company on May 3, 2024 to the SEC (the “Registration Statement”).

For ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto or a
statement identifying the location in Public Filing No. 2 of the requested disclosure or revised disclosure. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Public Filing No. 2 and all
references to page numbers in such responses are to page numbers in Public Filing No. 2.

 Amendment No. 1 to Registration Statement on Form S-1

 Summary Historical Consolidated Financial Data, page 19

1.
 Net loss per common share- basic and diluted for the periods presented here are not consistent with the
disclosures in the financial statements on pages F-3 and F-21. Please revise or advise.

Response: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 20 of Public
Filing No. 2.

 June 5, 2024

 Page
2

 Choice of Forums, page 152

2.
 You state here and in the risk factor “Our certificate of incorporation designates the Court of Chancery
... as the sole and exclusive forum for certain types of actions” that such forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have
exclusive jurisdiction. However, reference to Article XI of the newly filed certificate of incorporation is silent regarding actions arising under the Exchange Act. If this provision does not apply to actions arising under the Exchange Act, please
ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.

 Response: We respectfully acknowledge the Staff’s comment and note that the Registration Statement on
pages 51 and 153 states that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. We have further
revised the Registration Statement on pages 51 and 153 to note that we will inform investors in each report filed in accordance with the Exchange Act in which we describe the terms of our common stock that the forum provision in our certificate
of incorporation will not apply to suits brought to enforce any duty or liability arising under the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Exhibits

3.
 We note your response to prior comment 43 issued in our February 29, 2024 comment letter. We also note
your disclosures of agreements for which exhibits have not been filed or included in the index of exhibits, including Middle Arm Development, Liberty Energy, APA, gas sales, letters of intent, and BP Memorandum of Understanding. Please provide your
analysis of why you believe that these agreements are not required to be filed, or file them as exhibits to the registration statement. Refer to Item 601(b) of Regulation S-K.

Response: We respectfully advise the Staff that, as discussed in greater detail below, the Company believes each of the following
agreements to be either entered into in the ordinary course of the Company’s business or not material to the Company’s business.

Letter Agreement

Pursuant to a Letter Agreement with the Northern Territory Government of Australia (the “Letter Agreement”), we have the exclusive
rights to use 420 acres in the Middle Arm Sustainable Development to progress development of an LNG export terminal.

 Under Item
601(b)(10)(i) of Regulation S-K,, the Company is required to file every contract not made in the ordinary course of business that is material to the registrant. As disclosed in the Registration Statement, the Company’s long term
business plan includes the development of an LNG export terminal to facilitate the export and sale of natural gas. However, the Letter Agreement imposes no obligations on the Company to develop an LNG export terminal and in any event, any such
development is not expected to be commissioned until 2026 and is not expected to export volumes until 2030, if ever. Further, even in the long term, we will not be reliant on the development of an LNG export terminal as there is sufficient domestic
demand for our projected natural gas production and existing LNG facilities that are potential alternatives. As such the Company does not consider the Letter Agreement to be material to its business.

 June 5, 2024

 Page
3

 Master Services Agreement with Liberty Energy

Pursuant to the Master Services Agreement with Liberty Energy (the “Master Services Agreement”), Liberty Energy has
agreed to provide us dedicated frac fleets and personnel on market terms. The Master Services Agreement is an agreement with a service provider in the ordinary course of our business of producing natural gas.

We acknowledge that, under Item 601(b)(10)(ii) of Regulation S-K, certain agreements that ordinarily
accompany the kind of business conducted by a registrant nevertheless are required to be filed as exhibits. Items 601(b)(10)(ii)(A), (C) and (D) are not applicable to the Master Services Agreement as such agreement does not involve insider
counterparties, the sale of property, plant or equipment or material lease of property.

 In order for a contract to fall under Item
601(b)(10)(ii)(B), the contract must be one “upon which the registrant’s business is substantially dependent”. Although it does not define the term “substantially dependent”, Item 601(b)(10)(ii)(B) identifies two types of
agreements that meet that test: (1) continuing contracts to sell the major part of registrant’s products or services or to purchase the major part of registrant’s requirements of goods, services or raw materials; and (2) any
franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s business depends to a material extent.

The Company does not consider the Master Services Agreement to be a contract “upon which [the Company’s] business is substantially
dependent”. The Company does not believe it is substantially reliant on any one service provider as it can obtain similar services from other vendors in the market without materially impacting the Company’s long-term business strategy or
development. In addition, while the Master Services Agreement provides for a preferred arrangement with Liberty to provide certain services, the arrangement is not an exclusive relationship and the Master Services Agreement does not impose any
obligations on the Company to purchase services.

 Framework Agreements with APA

We are party to several agreements with APA relating to the construction of pipelines to transport natural gas. Under such agreements, we agree
to work with APA exclusively with respect to the evaluation of certain pipeline projects. However, each of such agreements are preliminary agreements subject to the negotiation and execution of future development agreements and gas transport
services agreements. Neither party has any obligation to construct or dedicate funds to the construction of the pipeline under any of the agreements. In addition, none of such agreements determine the economic terms of participation in any pipeline
project. Ultimately, either the Company or APA may decline to proceed with construction of any pipeline project.

 While we acknowledge that
our business is dependent on the development of pipelines generally, as described above our preliminary agreements with APA are limited in scope and do not create material obligations on either party such that they are “material contracts”
of the type that are required to be filed under Item 601(b)(10).

 For the foregoing reasons, we respectfully submit that these Agreements
are not required to be filed as exhibits pursuant to Item 601(b)(10).

 June 5, 2024

 Page
4

 Gas Sales Agreements

 Item 601(b)(10)(ii)(A), (C) and (D) are not applicable to any of our
gas sales agreement as none involve insider counterparties, the sale of property, plant or equipment or material lease of property. The Company does not consider its gas sales agreements, including the NT GSA, to be agreements “upon which [the
Company’s] business is substantially dependent” under Item 601(b)(10)(ii)(B). With respect to the NT GSA, in particular, the volumes of natural gas to be sold is for the relatively immaterial amount of natural gas expected to be produced
from our pilot wells. Although initially 100% of our natural gas production is subject to sale under the NT GSA, sales from the volumes of natural gas subject to this agreement will not generate revenue sufficient to cover our existing operating
expenses.

 Letters of Intent / Memoranda of Understanding Regarding Gas Sales

We are party to various letters of intent and memoranda of understanding with retailers relating to sales of natural gas, including a non-binding memorandum of understanding with a subsidiary of bp PLC regarding the potential purchase of up to 2.2 Mtpa of LNG and a letter of intent with a subsidiary of Shell plc, regarding the potential
purchase of up to 2.2 Mtpa of LNG.

 We do not believe these agreements are of the type that are required to be filed pursuant to Item
601(b)(10) because we are not “substantially dependent” on any such agreement or any single purchaser. Natural gas is a fungible product with well-established markets and numerous purchasers.

In addition, none of these are binding agreements. They set out terms upon which the parties may negotiate definitive agreements, but due to
the non-binding nature cannot be considered material contracts.

 **********

If you have any questions regarding the foregoing responses or the Registration Statement, please do not hesitate to contact me by telephone
at (713) 546-7416 or by email at michael.chambers@lw.com.

 June 5, 2024

 Page
5

Very truly yours,

 Michael Chambers

 of LATHAM & WATKINS
LLP

 Enclosure

cc:
 Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation

Eric Dyer, Chief Financial Officer of Tamboran Resources Corporation

David Miller, Latham & Watkins LLP

Trevor Lavelle, Clifford Chance US LLP

Andrew S. Epstein, Clifford Chance US LLP

United States securities and exchange commission logo
May 10, 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
Registration Statement on Form S-1
Filed May 3, 2024
File No. 333-279119
Dear Joel Riddle:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Summary Consolidated Financial data, page 19
1.Net loss per common share- basic and diluted for the periods presented here are not
consistent with the disclosures in the financial statements on pages F-3 and F-21. Please
revise or advise.
Choice of Forums, page 152
2.You state here and in the risk factor "Our certificate of incorporation designates the Court
of Chancery ... as the sole and exclusive forum for certain types of actions" that such
forum provision will not apply to suits brought to enforce any duty or liability created by
the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction. However, reference to Article XI of the newly filed certificate of
incorporation is silent regarding actions arising under the Exchange Act. If this provision
does not apply to actions arising under the Exchange Act, please ensure that the exclusive
forum provision in the governing documents states this clearly, or tell us how you will

 FirstName LastNameJoel Riddle
 Comapany NameTamboran Resources Corporation
 May 10, 2024 Page 2
 FirstName LastName
Joel Riddle
Tamboran Resources Corporation
May 10, 2024
Page 2
inform investors in future filings that the provision does not apply to any actions arising
under the Exchange Act.
Exhibits
3.We note your response to prior comment 43 issued in our February 29, 2024 comment
letter. We also note your disclosures of agreements for which exhibits have not been filed
or included in the index of exhibits, including Middle Arm Development, Liberty Energy,
APA, gas sales, letters of intent, and BP Memorandum of Understanding. Please
provide your analysis of why you believe that these agreements are not required to be
filed, or file them as exhibits to the registration statement. Refer to Item 601(b) of
Regulation S-K.
            Please contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at 202-551-3388 if
you have questions regarding comments on the financial statements and related matters. You
may contact Sandra Wall at 202-551-4727 or John Hodgin at 202-551-3699 with questions about
engineering comments. Please contact Cheryl Brown at 202-551-3905 or Timothy Levenberg at
202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Chambers, Esq.

CORRESP
1
filename1.htm

CORRESP

300 Colorado Street, Suite 2400

Austin, TX 78701

Tel: +1.737.910.7300 Fax: +1.737.910.7301

 www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

 May 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

London

Tokyo

Los Angeles

Washington, D.C.

Madrid

 Division of Corporation Finance

Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Myra Moosariparambil, Raj Rajan, Sandra Wall

 
 John Hodgin, Cheryl Brown and Timothy Levenberg

 Re:
 Tamboran Resources Corporation

 
 Draft Registration Statement on Form S-1

 
 Submitted April 9, 2024

 
 CIK No.: 0001997652

Ladies and Gentlemen:

 On behalf of Tamboran
Resources Corporation (the “Company”), we submit this letter in connection with the public filing of an amendment to the Registration Statement on Form S-1 (the “Public
Filing No. 1”) which reflects the Company’s responses to the comment letter received by the Company on April 22, 2024 from the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) regarding the Draft Registration Statement previously confidentially submitted by the Company on April 9, 2024 to the SEC (the “Registration Statement”).

For ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto or a
statement identifying the location in Public Filing No. 1 of the requested disclosure or revised disclosure. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Public Filing No. 1 and all
references to page numbers in such responses are to page numbers in Public Filing No. 1.

 Amendment No. 2 to Draft Registration Statement on
Form S-1

 Summary Historical Consolidated Financial Data, page 17

1.
 Tell us why you have not adjusted weighted average number of common shares outstanding and net loss per common
share for the years ended June 30, 2023, and 2022 to reflect a one for two hundred (1:200) exchange ratio (“Exchange Ratio”) of all of your issued and outstanding common stock disclosed on page
F-6. Please revise or advise.

 May 3, 2024

 Page
 2

 Response: We acknowledge the Staff’s comment and have revised the Registration
Statement accordingly. Please see page 20 of Public Filing No. 1.

 Industry

Australian Natural Gas and Natural Gas Liquids Reserves, page 83

2.
 We have read your response to prior comment 4 and the revised disclosure on page 83; however, the statement,
“These definitions are not comparable to the definitions of “proved reserves” and “possible reserves” used by us and the SEC” appears to be a misstatement and should read “probable reserves” rather than
“possible reserves.” Please review and revise as necessary.

 Response: We acknowledge the Staff’s
comment and note that we have revised the Registration Statement accordingly. Please see page 84 of Public Filing No. 1.

 Business

Our Assets Within the Beetaloo, page 94

3.
 We note you disclose the Company “currently holds interests in seven EPs and one EP(A)”; however,
based on additional disclosure information provided and the acreage table on page 95, it appears the Company holds interests in six EPs and one EP(A) for a total of seven. Please review and revise as necessary.

Response: We acknowledge the Staff’s comment and note that we have revised the Registration Statement accordingly. Please see page
95 of Public Filing No. 1.

 Index to Consolidated Financial Statements and Supplementary Information

Notes to the Condensed Consolidated Financial Statements, page F-6

4.
 We note you recorded $63,811,478 of proceeds from the issuance of shares in your statement of cash flows for
the six months ended December 31, 2023. In addition, we note the increase in shares outstanding from 7,080,054 at June 30, 2023 to 9,857,888 at December 31, 2023. Please address the following:

•

 We noted you address the July 2023 and December 2023 capital raises in your subsequent event footnote on page F-44. Please provide a reconciliation of the shares issued and amounts included in this disclosure to the $63,811,478 of proceeds recorded in the six months ended December 31, 2023.

•

 Please revise your footnotes to the interim financial statements to address the capital raises that
occurred in the period reconciling to shares issued and outstanding at December 31, 2023 reflected on page F-2.

Response: We acknowledge the Staff’s comment and note that we have revised the Registration Statement accordingly. Please see
pages F-5, F-13, F-17, F-18, and F-45 of Public
Filing No. 1.

 Consolidated Balance Sheets, page F-19

5.
 We note your disclosure on page F-6 that “As a result of the
reorganization, we became the parent company of TR Ltd., and for financial reporting purposes, the historical financial statements of TR Ltd. have become our historical financial statements as a continuation of the predecessor.” Tell us how you
retroactively adjusted the financial statements for the year ended June 30, 2023, and 2022 to reflect a one for two hundred (1:200) exchange ratio (“Exchange Ratio”) of all of your issued and outstanding common stock. Please revise or
advise.

 May 3, 2024

 Page
 3

 Response: We acknowledge the Staff’s comment and have included the financial
statements of Tamboran Resources Corporation for the years ended June 30, 2023 and 2022, which have been retroactively adjusted for the change in reporting entity and reflect the effect of the Exchange Ratio. See pages F-20 - F-25 of
Public Filing No. 1.

 **********

 If
you have any questions regarding the foregoing responses or Public Filing No. 1, please do not hesitate to contact me by telephone at (713) 546-7416 or by email at michael.chambers@lw.com.

Very truly yours,

 Michael Chambers

 of LATHAM & WATKINS
LLP

 Enclosure

cc:
 Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation

Eric Dyer, Chief Financial Officer of Tamboran Resources Corporation

David Miller, Latham & Watkins LLP

Trevor Lavelle, Clifford Chance US LLP

Andrew S. Epstein, Clifford Chance US LLP

United States securities and exchange commission logo
April 22, 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
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted April 9, 2024
CIK No. 0001997652
Dear Joel Riddle:
            We have reviewed your amended 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.
Unless we note otherwise, any references to prior comments are to comments in our April 2,
2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Summary Historical Consolidated Financial Data, page 17
1.Tell us why you have not adjusted weighted average number of common shares
outstanding and net loss per common share for the years ended June 30, 2023, and 2022 to
reflect a one for two hundred (1:200) exchange ratio (“Exchange Ratio”) of all of your
issued and outstanding common stock disclosed on page F-6. Please revise or advise.
Industry
Australian Natural Gas and Natural Gas Liquids Reserves, page 83
2.We have read your response to prior comment 4 and the revised disclosure on page 83;
however, the statement, “These definitions are not comparable to the definitions of

 FirstName LastNameJoel Riddle
 Comapany NameTamboran Resources Corporation
 April 22, 2024 Page 2
 FirstName LastName
Joel Riddle
Tamboran Resources Corporation
April 22, 2024
Page 2
“proved reserves” and “possible reserves” used by us and the SEC” appears to be a
misstatement and should read “probable reserves” rather than “possible reserves.” Please
review and revise as necessary.
Business
Our Assets Within the Beetaloo, page 94
3.We note you disclose the Company “currently holds interests in seven EPs and one
EP(A)”; however, based on additional disclosure information provided and the acreage
table on page 95, it appears the Company holds interests in six EPs and one EP(A) for a
total of seven. Please review and revise as necessary.
Index to Consolidated Financial Statements and Supplementary Information
Notes to the Condensed Consolidated Financial Statements, page F-6
4.We note you recorded $63,811,478 of proceeds from the issuance of shares in your
statement of cash flows for the six months ended December 31, 2023. In addition, we note
the increase in shares outstanding from 7,080,054 at June 30, 2023 to 9,857,888 at
December 31, 2023. Please address the following:

•We noted you address the July 2023 and December 2023 capital raises in your
subsequent event footnote on page F-44. Please provide a reconciliation of the shares
issued and amounts included in this disclosure to the $63,811,478 of proceeds
recorded in the six months ended December 31, 2023.

•Please revise your footnotes to the interim financial statements to address the capital
raises that occurred in the period reconciling to shares issued and outstanding at
December 31, 2023 reflected on page F-2.
Consolidated Balance Sheets, page F-19
5.We note your disclosure on page F-6 that “As a result of the reorganization, we became
the parent company of TR Ltd., and for financial reporting purposes, the historical
financial statements of TR Ltd. have become our historical financial statements as a
continuation of the predecessor.” Tell us how you retroactively adjusted the financial
statements for the year ended June 30, 2023, and 2022 to reflect a one for two hundred
(1:200) exchange ratio (“Exchange Ratio”) of all of your issued and outstanding common
stock. Please revise or advise.

 FirstName LastNameJoel Riddle
 Comapany NameTamboran Resources Corporation
 April 22, 2024 Page 3
 FirstName LastName
Joel Riddle
Tamboran Resources Corporation
April 22, 2024
Page 3
            Please contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at 202-551-3388 if
you have questions regarding comments on the financial statements and related matters. You
may contact Sandra Wall at 202-551-4727 or John Hodgin at 202-551-3699 with questions about
engineering comments. Please contact Cheryl Brown at 202-551-3905 or Timothy Levenberg at
202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Chambers, Esq.

United States securities and exchange commission logo
April 2, 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
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 14, 2024
CIK No. 0001997652
Dear Joel Riddle:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
February 29, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Glossary of Natural Gas Terms, page iv
1.We have read your response to prior comment 2 and note the additional industry terms
included in your glossary; however, the following definitions require revision:

•Proved Reserves  – the glossary definition is incomplete and contains the phrase "have
been proved to a high degree of certainty " which more closely resembles the PRMS
definition of proved reserves. The SEC definition of proved reserves in Rule 4-
10(a)(22) states "those quantities of oil and gas, which by analysis of geoscience and
engineering data, can be estimated with reasonable certainty  to be economically
producible - from a given date forward, from known reservoirs, and under existing

 FirstName LastNameJoel Riddle
 Comapany NameTamboran Resources Corporation
 April 2, 2024 Page 2
 FirstName LastName
Joel Riddle
Tamboran Resources Corporation
April 2, 2024
Page 2
economic conditions, operating methods, and government regulations." Please revise.
•Probable Reserves  - the glossary definition incorrectly includes the phrase “ in sum
with proved reserves” rather than Rule 4-10(a)(18) wording of " together with proved
reserves." We believe volumes of proved reserves and probable reserves should not
be summed together due to the different risk profiles for each category of reserves.
Please revise.
•Unconventional Drilling  – the glossary definition should include more specific
unconventional drilling methods such as: drilling in zones of low porosity and
permeability, directional and horizontal drilling, and include various types of well
stimulation/multi-stage fracturing completion methods. Please revise.
•Developed Acres  – in conjunction with your disclosure of undeveloped acreage,
please include a definition for developed acres .

Also please add a definition or further clarification for the terms Exploration Permit
(“EP”) or Exploration Permit Application (“BP(A)).
Prospectus Summary
Our Company
Competitive Strengths, page 7
2.We have read your response to prior comment 7 and note the revised disclosures on page
7 state:

•The “SS1H well is currently producing;” however, on page 19, you disclose you do
not expect to generate any production revenue until 2026. Please review and revise to
identify the referenced production as either sales volumes or test volumes only.
•“Each of these wells are productive wells” without clarifying if this relates to all 21
wells or only your six appraisal wells. Please expand the disclosure to clarify: 1) how
many of the 21 total wells, including your six appraisal wells, were determined to be
productive in the Middle Verlkerri formation, 2) the basis for determining these wells
were productive wells capable of producing gas in sufficient quantities to justify
completion as a gas well and not dry wells, and 3) the total number of wells that have
produced natural gas to the surface as test volumes or as sales volumes, if any.
Summary Historical Consolidated Financial Data, page 16
3.We note your revised presentation of stock based compensation within the line item
"Compensation and benefits including stock based compensation" in page F-4 in response
to prior comment 33. Please revise your presentation here, "Results of operations" in page
70 and related discussions in page 71 consistent with the revised consolidated statement of
operations and comprehensive loss presented in page F-4.

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April 2, 2024
Page 3
Industry
Australian Natural Gas and Natural Gas Liquids Reserves, page 78
4.We have read your response to prior comment 22 and the revised disclosure on page 79;
however, we note the statement, “proved and probable reserves represent resources which
are commercially recoverable” is inconsistent with the SEC definition in Rule 4-10(a)(22).
We reissue the prior comment in part to request clarification of the industry definitions
used to determine the estimates prepared by Geoscience Australia.
Business
Our Assets Within the Beetaloo, page 90
5.We have read your response to prior comment 25 and your disclosure that none of your
six appraisal wells can be defined as exploratory or development wells; however, in
response to prior comment 24, you classify the six appraisal wells as "exploratory type
stratigraphic test wells" which is a subset of exploratory wells. In addition, based on the
tabular disclosures on pages 2 and 92, these six appraisal wells were permitted as
exploratory wells. Please review and revise your disclosures as necessary.
6.We have read your response to prior comment 26, and the associated revised disclosures.
We note your disclosure of the number of gross non-operated wells, but do not see the
corresponding net number. Please revise to include the net number of non-operated wells.
In addition, you state that all of your wells are productive wells, mechanically capable of
producing gas, but then disclose, "one of our four wells is not capable of producing gas
until it is re-entered and a lateral is drilled." Please review the definitions of a “productive
well” and a “dry well” in Items 1208(c)(3) and 1205(b)(1), respectively, and revise your
disclosure as necessary or tell us why a revision is not needed.
Choice of Forums, page 138
7.We note your response to prior comment 31. We note that your forum selection provision
identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation and that the federal district courts of the United States of America will be
the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act. Please disclose whether this provision applies to actions arising
under the Exchange Act. In that regard, you removed the text from the corresponding risk
factor which disclosed that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder. If this provision does not apply to actions
arising under the Exchange Act, please also ensure that the exclusive forum provision in
the governing documents states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under
the Exchange Act.

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 FirstName LastName
Joel Riddle
Tamboran Resources Corporation
April 2, 2024
Page 4
            Please contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at 202-551-3388 if
you have questions regarding comments on the financial statements and related matters. You
may contact Sandra Wall at 202-551-4727 or John Hodgin at 202-551-3699 with questions about
engineering comments. Please contact Cheryl Brown at 202-551-3905 or Timothy Levenberg at
202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Chambers, Esq.

United States securities and exchange commission logo
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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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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& 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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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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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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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