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 May 7, 2025

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

 Re: Sayona Mining Limited
 Registration Statement on Form F-4
 Filed April 24, 2025
 File No. 333-286715
Dear Lucas Dow:

 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 F-4
Risk Factors
Sayona ADS Holders may not be entitled to a jury trial with respect to claims
arising under
the deposit agreement, page 43

1. We note your response to prior comment 15, including your added
disclosure
 that Sayona believes that a contractual pre-dispute jury trial waiver
provision is
 generally enforceable, including under the laws of the State of New
York, which
 govern the deposit agreement, by a federal or state court in the State
of New York,
 which has nonexclusive jurisdiction over matters arising under the
deposit agreement.
 We further note that Section 7.6 of the Form of Deposit Agreement at
Exhibit 4.1
 does not refer to such jurisdiction as "nonexclusive." Please revise to
clarify
 this inconsistency or advise.
 May 7, 2025
Page 2

Background of the Merger, page 73

2. Please revise your Background section to discuss in greater detail the
material changes
 between the merger agreement executed on November 18, 2024, and
amendment no.
 1 to the merger agreement, executed on April 22, 2025. Please also
disclose which
 party sought to renegotiate the terms of the merger.
3. We note your response to prior comment 3 and reissue the comment in
part. Please
 revise to expand your disclosure to discuss the underlying reasons for
the equity raise
 agreements with Canaccord and RCF.
Sayona Unaudited Pro Forma Combined Financial Information
Notes to the Unaudited pro Forma Combined Financial Information
Note 2. Estimated Consideration and Preliminary Purchase Price Allocation, page
188

4. We note that the purchase price of AUS 197,774 on page 189 subtracts out
the buy-
 out of non-controlling interest in Sayona Quebec of AUS 61,248 and
settlement of
 pre-existing contractual arrangements of AUS 203,733, which then equals
AUS
 (67,247). Please address the following comments:

 Tell us and disclose why the AUS (67,247) subtotal is presented,
what this
 amount is meant to represent, and the purpose of its presentation.

 Describe in detail what the Settlement of pre-existing
contractual arrangements
 of AUS 203,733 represents and disclose the terms of the settlement.
Also, explain
 why this amount is subtracted from the purchase price then added
back in again
 when calculating the Net gain from bargain purchase as it
appears to be a wash.

 Confirm, if true, that the AUS 61,248 buy-out of non-controlling
interests in
 Sayona Quebec represents the buy out of the 25% interest owned by
Piedmont. If
 true, tell us how this this amount was derived and how it relates to
Piedmont s
 recorded value of USD 70,172 for the 25% interest as of December 31,
2024 .

 Tell us why there is no bargain purchase gain recorded in the pro
forma combined
 statement of operations for the six months ended December 31, 2024.

Comparison of Rights of Sayona Shareholders and Piedmont Stockholders
Forum, page 238

5. We note your disclosure that, under the Constitution, each member
submits to the
 non-exclusive jurisdiction of the Supreme Court of Queensland, the
Federal Court of
 Australia and the courts which may hear appeals from those courts.
Please revise to
 include attendant risk factor disclosure addressing any increased costs
to bring a
 claim, that such provisions can discourage claims or limit investors
ability to bring a
 claim in a judicial forum that they find favorable, and any questions
concerning
 enforceability. Your disclosure should also state that investors cannot
waive
 compliance with the federal securities laws and the rules and
regulations thereunder.
 May 7, 2025
Page 3

Change in Registrant's Certifying Accountant, page 292

6. We reviewed the revised disclosures made in response to comment 16. It
appears that
 the following auditors have been engaged and provided you with services
or will be
 engaged to provide services in the future:

 Moore Australia Audit (QLD) Pty Ltd, referred herein as Moore
(QLD)
 Moore Australia Audit (WA), referred herein as Moore (WA)
 Ernst & Young LLP, referred herein as E&Y

 Please address the following comment:

 It appears that Moore (QLD) either resigned, declined to stand for
re-election or
 was dismissed, and that Moore (WA) was engaged as your independent
registered
 public accounting firm for purpose of this proxy
statement/prospectus. Please
 present all disclosures required by Item 14(j) of Form F-4 and Item
16F of Form
 20-F for the removal of Moore (QLD) and engagement of Moore (WA). If
our
 understanding is incorrect, please advise.

 Please tell us whether Moore (QLD) and Moore (WA) are related, and
if so,
 how. We note on page 3 of your initial DRS filing on February 27,
2025 that they
 appear to be separate accounting firms since you disclose that
Moore Australia
 refers to Moore Australia Audit (QLD) Pty Ltd, and, for periods
prior to
 October 1, 2024, also refers to Nexia Brisbane Audit Pty Ltd. For
the avoidance
 of doubt, such term does not refer to Moore Australia Audit (WA).

 The 4th paragraph in this section refers to the audit report of
Moore (QLD) for the
 fiscal years ended June 30, 2024 and 2023. However, the audit report
for these
 two fiscal years in the F-4 is from Moore (WA). Explain this
inconsistency to us.

 Tell us whether Moore (QLD) previously audited Sayona s
financial statements
 for the year(s) ended June 30, 2024 and 2023. Also tell us whether
Moore (QLD)
 is registered with the PCAOB.

 Tell us which audit firm reviewed Sayona s interim financial
statements for the
 six months ended December 31, 2024.
7. You state that Sayona s Board approved the engagement of E&Y on
November 12,
 2024, that your shareholders' appoved the the appoint of E&Y at the
annual meeting
 on November 28, 2024, and that and E&Y was appointed independent auditor
under
 the Australian Corporation Act on December 2, 2024. However, you go on
to state
 that E&Y has not been appointed as the independent public accounting
firm of
 Sayona.
 May 7, 2025
Page 4

 Please address the following comment:

 Describe the process that Management and/or the Board of
Directions must
 undertake to change auditors in Australia. In addition, explain the
approval
 process required under the Australian Corporations Act and by the
Australian
 Securities and Investments Commission.

 Explain the distinction between Board approval of the engagement
of E&Y,
 shareholder approval of E&Y, appointment of E&Y under the Australian
 Corporation Act, and appointment as the independent public
accounting firm of
 Sayona.

 Discuss the timing of E&Y s expected appointment and tell us
when you expect
 to be required to present Item 16F of Form 20-F disclosures
regarding change in
 registrants certifying accountant.

 Tell us whether you have communicated with E&Y subsequent to
November 28,
 2024.
Sayona Mining Limited Financial Statements
Report of Registered Public Accounting Firm, page F-46

8. We note that you changed the audit report date from December 2, 2024 as
presented
 in your initial DRS filing to April 11, 2025 in the current F-4 filing.
Supplementally,
 tell us why the audit report date was changed.
 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.

 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. 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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