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 March 26, 2025

Lucas Dow
Chief Executive Officer
Sayona Mining Limited
Level 28, 10 Eagle Street
Brisbane, Queensland 4000
Australia

 Re: Sayona Mining Limited
 Draft Registration Statement on Form F-4
 Submitted February 27, 2025
 CIK No. 0001739016
Dear Lucas Dow:

 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 F-4
HSR, CFIUS and Other Regulatory Approvals, page 25

1. Please revise to provide any necessary updates to your disclosure here
and at page 104
 regarding regulatory approvals. For instance, we note your disclosure
that the waiting
 period with respect to the notification and report forms filed under the
HSR Act was
 set to expire on March 6, 2025.
Risk Factors, page 32

2. Please revise to provide risk factor disclosure identifying any
exemptions and scaled
 disclosures available to you as an emerging growth company which overlap
with
 those that will be available to you as a foreign private issuer. Clarify
that the described
 March 26, 2025
Page 2

 exemptions and scaled disclosures as a result of your status as a
foreign private issuer
 will be available to you even if you no longer qualify as an emerging
growth company
Background of the Merger, page 70

3. Please expand your disclosure to discuss the negotiation of, and
underlying reasons
 for, the equity raise agreements with Canaccord and RCF and the support
agreements
 with Piedmont's executives and directors.
4. From the initial draft of the non-binding term sheet sent on September
20, 2024, we
 note various meetings among the parties and their advisors up until the
execution of
 the merger agreement on November 18, 2024. Please revise to disclose any
change to
 the material terms leading to execution of the merger agreement, such as
changes to
 the valuation and transaction structure, and how the material terms were
negotiated
 and ultimately agreed to in the executed merger agreement.
Recommendation of the Piedmont Board; Piedmont's Reasons for the Merger, page
77

5. Please disclose whether Piedmont's board considered the possibility that
the parties
 may waive the Nasdaq condition set forth in the merger agreement,
resulting in the
 combined company's ADSs not being listed on a U.S. exchange.
Opinion of J.P. Morgan Securities LLC, Piedmont's Financial Advisor
Public Trading Multiples, page 87

6. Please revise to disclose the underlying data for each of the companies
that was used
 to calculate the net asset value per share metrics, and how this
information was used
 to determine the net asset value per share reference range for each of
Piedmont and
 Sayona.
Certain Unaudited Prospective Financial Information, page 92

7. We note the disclaimers throughout this section that readers are
cautioned not to rely
 on the projections. While it may be appropriate to caution investors not
to place undue
 reliance upon the prospective forecasts, it is not appropriate to tell
readers to not rely
 upon them. Please revise your disclosures accordingly.
Listing of Sayona Ordinary Shares and Sayona ADSs, page 97

8. Please revise your disclosure here and on the cover page to indicate
whether Nasdaq's
 determination regarding the initial listing application will be known at
the time
 stockholders are asked to vote on the merger agreement and whether you
have had
 any discussions with Nasdaq concerning the initial listing application.
Please also
 revise to include a discussion of the potential consequences to
investors, including the
 ability of investors to buy and sell Sayona ADSs, if Nasdaq does not
approve the
 listing application of the combined company, but Sayona and Piedmont
proceed with
 the merger. In this regard we note your disclosure that Sayona or
Piedmont may waive
 one or more of the closing conditions without re-soliciting their
respective shareholder
 approvals.
 March 26, 2025
Page 3
The Support Agreements, page 170

9. We note that each director of Piedmont entered into a support agreement
to vote all of
 his or her shares of Piedmont common stock in favor of the adoption and
approval of
 the merger agreement and approval of the transactions contemplated by
the merger
 agreement. Please describe any consideration provided in exchange for,
and clarify
 the percentage of outstanding Piedmont shares subject to, the support
 agreement. Provide analogous disclosure in your related Q&A at page 8.
Sayona Unaudited Pro Forma Combined Financial Information
Notes to the Unaudited Pro Forma Combined Financial Information
Note 6. Management's Adjustments to the Unaudited Pro Forma Combined Financial
Information, page 189

10. You disclose cost savings adjustment for your plan to leverage synergies
resulting
 from the integration of the two entities. Please address the following
comments:

 Disclose the basis and material limitations of your cost savings,
including any
 material assumptions or uncertainty of such adjustment. In addition,
explain the
 method of calculating the adjustment. Refer to Rule
11-02(a)(7)(ii)(D) of
 Regulation S-X.

 Please disclose any dis-synergies resulting from the integration
of the two
 entities. To the extent you did not identify any dis-synergies,
please state that fact.
Business of Sayona, page 191

11. Please disclose the point of reference with your summary mineral
resource and
 summary mineral reserve tables, as required by Item 1303(b)(3)(v) of
Regulation S-K.
12. Please disclose the cost or book value of the Authier Lithium project as
required by
 Item 1304(b)(2)(iii) of Regulation S-K.
13. Please revise to include the information about internal controls used in
your
 exploration and mineral resource and reserve estimation efforts as
required by Item
 1305 of Regulation S-K.
Beneficial Ownership of Securities, page 192

14. Please disclose the the natural person(s) who have voting and/or
investment control
 over the shares held by LG Chem, Ltd.
Jury Trial Waiver, page 205

15. We note your disclosure that the deposit agreement provides that, to the
extent
 permitted by law, Sayona ADS Holders waive the right to a jury trial of
any claim
 they may have against Sayona or the depositary bank arising out of or
relating to
 Sayona ordinary shares, Sayona ADSs or the deposit agreement, including
any claim
 under the U.S. federal securities laws. Please include relevant risk
factor disclosure,
 including increased costs to bring a claim, limited access to
information and other
 imbalances of resources between the company and shareholders, and that
these
 provisions can discourage claims or limit a shareholder's ability to
bring a claim in a
 March 26, 2025
Page 4

 judicial forum that they find favorable. Please also disclose whether
this provision
 will apply to purchasers in secondary transactions.
Change in Registrant's Certifying Accountant, page 274

16. We note that Sayona Mining Limited s ( Sayona ) auditor, Moore
Australia Audit
 (WA) ( Moore ), resigned on November 12, 2024 effective as of
December 2,
 2024. We also note that Sayona appointed Ernst & Young LLP ( E&Y )
as their new
 auditors on November 28, 2024. Please clarify the date in which Moore
resigned and
 tell us the relevance of the December 2, 2024 effective date of
resignation. If
 December 2, 2024 is the date of Moore s resignation that represents
the date they
 ceased performing services, then it appears that both Moore and E&Y were
engaged
 from November 28, 2024 through December 2, 2024. Please revise or
clarify as
 necessary.
Sayona Mining Limited Financial Statements
Notes to the Financial Statements
4. Segment Reporting
(b) Segment Results, page F-11

17. You disclose that segment performance is measured by Underlying EBIT and
 Underlying EBITDA. As IFRS 8 permits only one measure of segment profit
or loss
 for each reportable segment, please revise your disclosures as
necessary.
Exhibit Index
96.2, page II-2

18. We note that estimates of resources inclusive of reserves are disclosed
on page 29,
 159 and 163 of the technical report summary. Please consult with the
qualified
 persons involved in preparing the technical report summary for the
Moblan Lithium
 Project and arrange to obtain and file a revised report that also
includes estimates of
 mineral resources that are exclusive of mineral reseves to comply with
Item
 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K.
Exhibits

19. Please file Piedmont's placement agreement with Canaccord as an exhibit
to your
 registration statement or tell us why you do not believe that this is a
material
 agreement required to be filed pursuant to Item 601(b)(10) of Regulation
S-K.
 March 26, 2025
Page 5

 Please contact Yong Kim at 202-551-3323 or Gus Rodriguez at 202-551-3752
if you
have questions regarding comments on the financial statements and related
matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering
comments.
Please contact Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Avner Bengera, Esq.
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