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                                                             July 23, 2024

Christopher Rosario
General Counsel
Metals Acquisition Ltd
3rd Floor, 44 Esplanade
St. Helier, Jersey, JE4 9WG

       Re: Metals Acquisition Ltd
           Post-Effective Amendment No.3 to Form F-1 on Form F-3
           Filed July 3, 2024
           File No. 333-276216
Dear Christopher Rosario:

       We have reviewed your post-effective amendment 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.

Post-Effective Amendment No.3 to Form F-1 on Form F-3
Exhibits

1.     The legality opinions filed as exhibits 5.1 and 5.2 with this filing
appear to be unchanged
       from the opinions filed with the amended Form F-1 from January 9, 2024,
including
       retaining a date for exhibit 5.1 of January 9, 2023. But there have been
substantial
       changes to the number of outstanding ordinary shares and the number of
outstanding
       warrants shown in the respective "Offering" sections of the two filings.
For example, we
       note that page 7 of the January 9 filing shows a total of 18.6 million
outstanding warrants,
       including "Public Warrants" and "Private Warrants," whereas the
corresponding
       disclosure at page 3 of the POSAM filed July 3, 2024, includes only the
approximately
       three million "Financing Warrants" from the January 9 filing.

       Please file as exhibits new or updated legality opinions to cover all
the offered securities
       and to reflect any changes to the composition of the offered securities.
Also, make
       corresponding changes to the prospectus cover page and elsewhere in the
filing, as
 July 23, 2024
Page 2

       appropriate. In the alternative, confirm to us that the cover page
disclosure and the two
       filed legality opinions remain current and reflect all intervening
changes, including any
       warrant exercises in the interim period.
General

2.     Please update this filing to reflect any changes you make in response to
the staff's
       comments to your Form 20-F in the letter dated July 23, 2024. For
example, at page ix
       you incorporate by reference the Form 20-F filed March 28, 2024.
        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.

       Please contact Timothy Levenberg at 202-551-3707 or Daniel Morris at
202-551-3314
with any other questions.

                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Energy &
Transportation
cc:   Ryan J. Dzierniejko, Esq., of Skadden Arps et al.
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