United States securities and exchange commission logo





                                December 5, 2022

       Luke Brandenberg
       Chief Executive Officer
       Granite Ridge Resources, Inc.
       5217 McKinney Avenue, Suite 400
       Dallas, TX 75205

                                                        Re: Granite Ridge
Resources, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed November 18,
2022
                                                            File No. 333-268478

       Dear Luke Brandenberg:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed November 18, 2022

       Cover Page

   1.                                                   For each of the
securities being registered for resale, please disclose here the price that the
                                                        selling securityholders
paid for such securities.
   2.                                                   We note the warrants
are out the money. Please disclose the exercise price of the warrants
                                                        compared to the market
price of the underlying securities. In addition, please disclose the
                                                        likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
                                                        in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose
                                                        that cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
 Luke Brandenberg
Granite Ridge Resources, Inc.
December 5, 2022
Page 2
3.       We note the significant number of redemptions of your Class A common
stock in
         connection with your business combination and that the shares being
registered for resale
         will constitute a considerable percentage of your public float. Please
highlight the
         significant negative impact sales of shares on this registration
statement could have on the
         public trading price of the Class A common stock.
Prospectus Summary, page 2

4.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that Existing GREP Members, the beneficial owner of
over 90% of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
Risk Factors
Sales of the Granite Ridge common stock by the Selling Securityholders..., page
31

5.       We note your disclosure that sales of the Granite Ridge common stock
by the selling
         securityholders (or the perception that such shares may be sold) may
cause the market
         price of Granite Ridge   s securities to drop significantly. To
illustrate the risk of the
         negative pressure potential sales of shares pursuant to this
registration statement could
         have on the public trading price of the common shares, disclose the
purchase price of the
         securities being registered for resale and the percentage that these
shares currently
         represent of the total number of shares outstanding. Also disclose, if
true, that even though
         the current trading price is significantly below the Executive Network
Partnering
         Corporation IPO price, the private investors have an incentive to sell
because they will
         still profit on sales because of the lower price that they purchased
their securities than the
         public investors.
General

6.     Revise your prospectus to disclose the price that each selling
securityholder paid for the
       shares being registered for resale. Highlight any differences in the
current trading price,
       the prices that the selling securityholders acquired their shares and
warrants, and the price
       that public securityholders acquired their shares and warrants. As
applicable, please also
       disclose that while the selling securityholders may experience a
positive rate of return
       based on the current trading price, the public securityholders may not
experience a similar
       rate of return on the securities they purchased due to any differences
in the purchase prices
FirstName LastNameLuke Brandenberg
       and the current trading price. Please also disclose any potential profit
the selling
Comapany    NameGranite
       securityholders     Ridge
                        will earn Resources,
                                   based on theInc.
                                                 current trading price. Lastly,
please include
       appropriate
December            risk factor
           5, 2022 Page   2     disclosure.
FirstName LastName
 Luke Brandenberg
FirstName  LastNameLuke   Brandenberg
Granite Ridge Resources, Inc.
Comapany5,
December   NameGranite
             2022       Ridge Resources, Inc.
December
Page 3    5, 2022 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or
Karina Dorin, Staff
Attorney, at (202) 551-3763 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:      Amy Curtis