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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