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 June 2, 2025

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

 Re: Sayona Mining Limited
 Amendment No. 1 to Registration Statement on Form F-4
 Filed May 16, 2025
 File No. 333-286715
Dear Lucas Dow:

 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 May 7, 2025
letter.

Amendment No. 1 to Registration Statement on Form F-4
Change in Registrant's Certifying Accountant, page 293

1. Based on your response to prior comment 6, it appears that your former
auditor, Nexia
 Brisbane Audit Pty Ltd, was acquired by Moore Australia on October 1,
2024 and
 renamed Moore Australia Audit (QLD) Pty Ltd. If our understanding is
correct, please
 disclose this in your filing.
2. It appears you engaged Moore Australia Audit (WA) ( Moore (WA) ) on
October 10,
 2024 as your registered public accounting firm with respect to the
annual financial
 statements included in this F-4 registration statement since Moore (WA)
is registered
 with the PCAOB. If accurate, please clarify this in your disclosure.
 June 2, 2025
Page 2

 In addition, disclose the current status of your relationship with Moore
(WA) and state
 whether your engagement of Moore (WA) has concluded or continues to be
 ongoing. To the extent the engagement has concluded, please ensure Moore
(WA)
 provides an Exhibit 16 letter. Refer to Item 14(j) of Form F-4 and Item
16F(a)(3) of
 Form 20-F.
3. We have read your response to prior comment 7 and note that Ernst &
Young
 ("E&Y") is still in the process of completing its U.S. independence
procedures and, as
 such, is not the independent public accounting firm of Sayona for
purposes of the
 PCAOB. We also note your disclosure that E&Y has not been appointed as
the
 independent registered public accounting firm of Sayona. Please address
the
 following comments:

 Clarify, if true, that E&Y has not been appointed as the
independent registered
 accounting firm of Sayona because E&Y is not registered with the
PCAOB. Also
 disclose, if true, that you expect that E&Y will be registered with
the PCAOB by
 June 30, 2025.
 Explain the U.S. independence procedures that are currently
in process.
 Disclose which E&Y office in Australia you engaged as your
independent
 auditor.
Exhibits

4. Please have counsel revise the legal opinion to eliminate any broad
assumptions of
 material facts underlying the opinion. For example, assumptions 2(h)(3)
and 2(p)
 appear to assume that the registrant has taken all corporate actions
necessary to
 authorize the issuance of the securities. Refer to Section II.B.3.a of
Staff Legal
 Bulletin No. 19.
 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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