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willburns@paulhastings.com

March 24, 2023

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Joanna
    Lam

    Mr. Raj Rajan

    Mr. John Coleman

    Ms. Anuja A. Majmudar

    Ms. Irene Barberena-Meissner

    Re:
    Metals Acquisition Limited

                                                                 Registration Statement on Form F-4

    Filed December 23, 2022

    File No. 333-269007

Ladies and Gentlemen:

On behalf of our client, Metals Acquisition
Limited (the “Company”), we are submitting this letter in response to the comments of the staff of the
Division of Corporate Finance (the “Staff’) of the Securities and Exchange Commission (the
“Commission”), conveyed by the letter dated January 19, 2023 (the “Comment
Letter”), with respect to the above-referenced Registration Statement on Form F-4 (the “Registration
Statement”). Concurrently with the submission of this response letter, the Company is filing its first amendment to
the Registration Statement (“Amendment No. 1”) via EDGAR.

For the convenience of the Staff, the numbering
of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into
this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below,
page number references are to Amendment No. 1.

Paul Hastings LLP | 600 Travis Street, Fifty-Eighth Floor | Houston,
TX 77002

t: +1. 713.860.7300 | www.paulhastings.com

March 24, 2023

Page 2

Questions and Answers About the Business Combination

What are the material differences, if any,
in the terms and price of securities issued at the time of the IPO as compared to..., page 17

 1. We note your intent to raise approximately
                                            $126 million in the PIPE Financing as well as up to $40 million in other equity issuances
                                            and that the shares to be issued are expected to be “substantially similar” to
                                            those issued in the IPO. Please update your disclosures to highlight material differences
                                            in the terms and price of securities issued at the time of the IPO compared to the private
                                            placements contemplated at the time of the business combination. In this regard, we note
                                            that the IPO consisted of units that included one ordinary share and one-third of one redeemable
                                            warrant at an offering price of $10.00 per unit but the private placements do not contemplate
                                            the issuance of warrants. Accordingly, disclose the price of the shares to be issued in connection
                                            with the private placements and if MAC’s sponsors, directors, officers or their affiliates
                                            will participate in the PIPE Financing. In addition, when disclosing the percentage to be
                                            held by the PIPE Investors throughout your filing, please clarify whether it assumes you
                                            will raise the full US$126 million in the PIPE Financing.

Response: The
Company acknowledges the Staff’s comments and has revised Amendment No. 1 on page 17 to clarify that the shares to
be issued in the PIPE Financing are to be identical to the New MAC Ordinary Shares issued in the merger (other than that they will
not include warrants, as did the shares that were issued in the IPO) and on pages 16, 30, 35 and elsewhere to clarify the
participation by certain of MAC’s officers and that the percentage to be held by the PIPE Investors assumes the full amount of
US$126 million of PIPE Financing is raised.

Q: If I hold MAC Warrants, can I exercise
redemption rights with respect to my warrants? page 22

 2. Please clarify whether public shareholders
                                            that redeem their shares will be able to retain their warrants. To the extent they will be
                                            able to retain their warrants, please quantify the value of the warrants, based on recent
                                            trading prices, that may be retained by redeeming stockholders assuming maximum redemptions
                                            and identify any material results risks.

Response:
The Company acknowledges the Staff’s comment and has revised Amendment No. 1 on page 22 accordingly.

March 24, 2023

Page 3

Summary of the Proxy Statement/Prospectus

Organizational Structure, page 2

 3. Please revise your diagram depicting
                                            the organizational structure of New MAC and its subsidiaries immediately after the consummation
                                            of your business combination to disclose the ownership interests held by the initial shareholders,
                                            including sponsor, Green Mountain Metals LLC, and MAC’s directors and officers, PIPE
                                            Investors, Glencore, and public shareholders.

Response:
The Company acknowledges the Staff’s comment and has revised Amendment No. 1 on page 29 to disclose
the ownership interests held by the initial shareholders, including sponsor, Green Mountain Metals LLC, and MAC’s directors and
officers, PIPE Investors, Glencore, and public shareholders.

Summary of Proxy Statement/prospectus

Ownership of New MAC Upon Completion of the
Business Combination, page 34

 4. Please revise to expand your disclosures
                                            to include also share ownership in New MAC under the scenario 100% redemptions by public
                                            shareholders, funding the purchase consideration and the potential impact on the business
                                            combination and related transactions.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that under the Company’s planned
financing for the purchase consideration, the Company would not be able to fund the consideration for the transaction under a 100% redemption
scenario (and, in fact, the 50% redemption scenario represents the maximum amount of redemptions that could occur under which the Company
believes it would be able to close the transaction). Accordingly, the Company requests the Staff’s concurrence with its position
that presenting a 100% redemption scenario would not provide investors with any additional meaningful information. In addition, the Company
has revised Amendment No. 1 on pages 15,  34 and other places where corresponding disclosure appears.

Interests of MAC’s Directors and Officers
in the Business Combination, page 40

 5. We note your amended and restated
                                            memorandum and articles of association waived the corporate opportunities doctrine. Please
                                            address this potential conflict of interest and whether it impacted your search for an acquisition
                                            target.

Response:
The Company acknowledges the Staff’s comment and has revised Amendment No. 1 on pages 19, 40, 72
and 126 to address the waiver and its impact on the search for an acquisition target.

March 24, 2023

Page 4

Risk Factors

Risks Relating to MAC and the Business Combination

The Sponsor and MAC’s directors, officers,
advisors and their affiliates may elect to purchase public shares or public warrants..., page 82

 6. We note the disclosure that the
                                            Sponsor and MAC’s directors, officers, advisors or their affiliates, may purchase public
                                            shares in privately negotiated transactions or in the open market prior to the extraordinary
                                            meeting, although they are under no obligation to do so. You further state that the purpose
                                            of the share purchases “could be to vote such shares in favor of the Business Combination.”
                                            Please provide your analysis on how such purchases comply with Rule 14e-5.

Response:
The Company respectfully acknowledges the Staff’s comments and advises the Staff that none of the Sponsor or MAC’s
directors, officers, advisors or their affiliates will purchase any public shares prior to the closing of the Business Combination. Certain
of MAC’s officers have expressed an interest in participating in the PIPE Financing, but any shares issued in connection therewith
would not have an impact on the vote for the Business Combination because they would not be issued until closing. Accordingly, the Company
has deleted the risk factor in question but acknowledges that to the extent any purchases of public shares are made by such persons,
they must comply with the requirements set out in Compliance and Disclosure Interpretation (“C&DI”) Question 166.01
related to the list of parameters under which the Staff would permit any such applicable purchases of SPAC securities by the SPAC sponsor
or its affiliates outside of the redemption offer.

The Business Combination Proposal

Background of the Business Combination, page 102

 7. We note your disclosure that MAC
                                            had carried out due diligence on additional Glencore assets that included the CSA Mine which
                                            you refer to as the Alternative Asset Package. You further disclose that on November 19,
                                            2021, you submitted a non-binding proposal for the Alternative Asset Package and Phase 1
                                            offer for the CSA Mine. However, your disclosure in this section appears to focus almost
                                            exclusively on the offer for the CSA Mine. Please expand your discussion to describe the
                                            evaluation of the Alternative Asset Package.

Response:
The Company acknowledges the Staff’s comment and has revised Amendment No. 1 beginning on page 106 to
expand the discussion around the evaluation of the Alternative Asset Package.

March 24, 2023

Page 5

 8. You disclose that on November 19, 2021, MAC submitted an
                                            offer comprised of $900 million payable in cash on a cash-free, debt-free basis with a normalized
                                            level of working capital. Please revise your disclosure to summarize the basis for this offer
                                            including any analyses that were utilized to determine this initial valuation.

Response:
The Company acknowledges the Staff’s comment and has revised Amendment No. 1 on page 107 to summarize
the basis for the offer.

 9. Please expand the disclosure in this section to include a more
                                            detailed description of the negotiations surrounding the material terms of the business combination
                                            agreement and related transactions. In this regard, we note your disclosure that on January 5,
                                            2022, SPB and MAC sent a list of key comments on the Share Sale Agreement to Glencore’s
                                            advisors to be shared with Glencore’s Australian legal counsel, King & Wood
                                            Mallesons (“KWM”), and on January 11, 2022, Glencore’s advisors provided
                                            written responses from KWM to each of the issues raised. We further note your disclosure
                                            that one of the key work streams over the final two weeks of negotiation related to negotiations
                                            on the Offtake Agreement, as it represented a key commercial contract for the transaction.
                                            Your revised disclosure should ensure that investors are able to understand how the terms
                                            of the business combination evolved during negotiations and why MAC’s board approved
                                            the initial business combination with CMPL and determined the business combination advisable
                                            and fair to, and in the best interests of, MAC and its shareholders. To the extent that certain
                                            terms were deemed not subject to negotiation, please disclose this fact.

Response:
The Company acknowledges the Staff’s comment and has revised Amendment No. 1 beginning on page 108 to
include a more detailed description of the negotiations surrounding the material terms of the business combination agreement and related
transactions, including specifically with respect to the Offtake Agreement beginning on page 110.

 10. We note that representatives or
                                            members of management of MAC and Glencore participated in meetings and discussions from December 2021
                                            through November 2022 to discuss the potential business combination. Revise to clearly
                                            identify the representatives or members of management who participated in the referenced
                                            meetings and discussions. As examples, we note your general references to “management,”
                                            “senior executives,” and “representatives” of MAC and Glencore’s
                                            management teams, and to “MAC” and “Glencore.”

Response:
The Company acknowledges the Staff’s comment and has revised Amendment No. 1  beginning on page 108
to clarify which individuals participated in the referenced meetings and discussions.

March 24, 2023

Page 6

 11. You disclose on page 113 that
                                            the MAC Board considered that MAC is acquiring CMPL at a valuation of approximately 4.8x
                                            2022 projected EBITDA, versus a peer group consisting of eleven other copper and base metal
                                            producers that were trading in a range of 3.7x to 9.6x 2022 projected EBITDA, with the lower
                                            multiple peers having assets in less favorable jurisdictions than the CSA Mine. You also
                                            disclose the MAC Board looked at price as a multiple of NAV in precedent transactions and
                                            believes that the proposed acquisition sits toward the lower end of the spectrum when compared
                                            to comparable transactions. Please expand your disclosure to summarize the financial information
                                            relating to the peer group and precedent transactions reviewed by the MAC Board, including
                                            the multiples reviewed and how they were extrapolated. Please consider including this information
                                            in charts. Explain how this data was applied to determine CMPL’s enterprise value.
                                            In addition, disclose the criteria used to select the comparable companies and comparable