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    Skadden,
                                            Arps, Slate, Meagher & Flom llp

    One
    Manhattan West

    New
    York, NY 10001

    ________

    TEL: (212) 735-3000

    FAX: (212) 735-2000

    www.skadden.com

    FIRM/AFFILIATE OFFICES

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    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MUNICH

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    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

August 6, 2024

VIA EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

 Attn: John Coleman

Craig Arakawa

Re: Metals Acquisition Ltd

Form 20-F for the Fiscal Year
Ended December 31, 2023

Filed March 28, 2024

File No. 001-41722

On behalf of our client, Metals Acquisition Ltd,
a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), we hereby provide
responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated July 23, 2024 (the “Comment Letter”) with respect to the above-referenced Form 20-F of the
Company for the Fiscal Year Ended December 31, 2023, filed with the Commission on March 28, 2024 (the “2023 Form 20-F”).

Shortly following the submission of this letter,
the Company intends to provide responses to comments received from the Staff of the Commission by letter dated July 23, 2024 with
respect to the Company’s Post-Effective Amendment No.3 to Form F-1 on Form F-3, filed with the Commission on July 3,
2024.

The headings and paragraph numbers in this letter
correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s
comments in bold and italics below. All references to page numbers and captions (other than those in the Staff’s comments and
unless otherwise stated) correspond to the page numbers and captions in the 2023 Form 20-F.

Securities and Exchange Commission

August 6, 2024

Page 2

Form 20-F for the Fiscal Year Ended December 31, 2023
Filed March 28, 2024

Item 4. Information on the Company, page 38

 1. Please revise to report your mineral resources and mineral reserves corresponding to your most recently completed fiscal year
end as required by item 1304(d)(1) of Regulation S-K.

The Company respectfully acknowledges the Staff’s
comment. The Company filed the 2023 Form 20-F with the Commission on March 28, 2024, the timing of which was dictated by the
relevant due date of the Company’s annual filings under the rules of the Australian Stock Exchange, where the Company maintains
a secondary listing. The Company subsequently furnished a Form 6-K to the Commission on April 22, 2024 containing an updated
mineral resources and mineral reserves statement (with an effective date of August 31, 2023), which superseded any resource and reserve
disclosure in the 2023 Form 20-F. Any report of the Company’s mineral resources and mineral reserves as of December 31,
2023 would have been calculated from the aforementioned mineral resources and mineral reserves statement effective as of August 31,
2023, less immaterial depletion through the end of fiscal 2023, presented as follows:

Copper and Silver Mineral Resources Exclusive
of Mineral Reserves as at December 31, 2023, Based on a Copper Price of US$8,279/t at 1.5% Cu Cut-Off Grade

    Resource
    Tonnes
    Cu
    Cu Metal
    Ag
    Ag Metal

    System
    Category
    Mt
    %
    kt
    g/t
    Moz

    All Systems
    Measured
      2.8
      5.3
      150.3
      18
      1.6

    Indicated
      1.6
      4.7
      74.4
      12
      0.6

    Meas + Ind
      4.4
      5.1
      224.8
      16
      2.2

    Inferred
      3.4
      5.2
      178.4
      20
      2.1

    Total
      7.8
      5.2
      403.2
      14
      4.4

Notes:

 · Mt = million tonnes, kt = thousand tonnes, g/t = grams per tonne, Moz = million ounces

 · Mineral Resources are reported as at December 31, 2023 and are reported using the definitions in Item 1300 of Regulation S-K
(17 CFR Part 229) (SK1300)

 · Mineral Resources are reported excluding Mineral Reserves

 · The Qualified Person for the estimate is Mike Job, of Cube Consulting Pty Ltd

 · Price assumptions used in the estimation include US$8,279/t of copper and US$22.60/troy ounce (“oz”) of silver; in
line with long term Broker Consensus forecast copper pricing as at August 8, 2023

 · Geological mineralization boundaries defined at a nominal 2.5% Cu cut off for high grade lenses, and 1.5% Cu for the lower-grade
halo; Mineral Resources reported above a 1.5% Cu cut-off grade

 · Costs assumptions underlying cut-off grade calculation include US$78/t ore mined, US$20/t ore milled and US$21/t G&A

 · Metallurgical recovery assumptions used in the estimation were 97.5% copper recovery and 80% silver recovery

 · Mineral Resources reported as dry, raw, undiluted, in-situ tonnes

 · Figures are subject to rounding

    2

Securities and Exchange Commission

August 6, 2024

Page 3

Copper and Silver Mineral Reserves as at December 31,
2023, Based on a Copper Price of US$8,279/t

    Reserve
    Tonnes
    Cu
    Cu Metal
    Ag
    Ag Metal

    System
    Category
    Mt
    %
    kt
    g/t
    Moz

    All Systems
    Proven
      8.4
      3.4
      281.1
      14
      3.7

    Probable
      6.2
      3.0
      187.3
      11
      2.2

    Total
      14.6
      3.2
      468.4
      12
      5.8

Notes:

 · Mineral Reserves are reported as at December 31, 2023 and are reported using the definitions in Item 1300 of Regulation S-K
(17 CFR Part 229)(SK1300)

 · The Qualified Person for the estimate is Jan Coetzee, an officer of the Registrant’s Australian subsidiary

 · Price assumptions used in the estimation include US$8,279/t of copper and US$22.60/troy ounce of silver; in line with long term
Broker Consensus forecast copper pricing as at August 8, 2023

 · Mineral Reserves reported as dry, diluted, in-situ tonnes using a Stope breakeven cut-off grade of 2.2% Cu for 2024 to 2026, a
cut-off grade of 1.65% for the remaining periods and a Development breakeven cut-off grade of 1.0% Cu

 · Cost assumptions underlying the cut-off grade calculation include US$78/t ore mined, US$20/t ore milled and US$21/t G&A

 · Metallurgical recovery assumptions used in the estimation were 97.5% copper recovery and 80% silver recovery

 · Figures are subject to rounding

The Company undertakes to include in future filings
of the Company’s annual report on Form 20-F a report of the Company’s mineral resources and mineral reserves corresponding
to the Company’s most recently completed fiscal year, as required by item 1304(d)(1) of Regulation S-K.

 2. Please compare your property's mineral resources and reserves as of the end of the last fiscal year end with the mineral resources
and reserves as of the end of the preceding fiscal year, and explain any differences between the two, as required by Item 1304(e) of
Regulation S-K.

The Company respectfully acknowledges the Staff’s
comment. In respect of the differences between the Company’s mineral resources and reserves as of the end of fiscal 2022 (contained
in the 2023 Form 20-F) and the Company’s mineral resources and reserves as of the end of fiscal 2023 (presented above), the
Company notes that, as indicated above, subsequent to the end of fiscal 2022 the Company commissioned an updated mineral resources and
mineral reserves statement with an effective date of August 31, 2023. The Company’s mineral resources and mineral reserves
as of the end of fiscal 2023 were derived from the aforementioned mineral resources and mineral reserves statement, less immaterial depletion
through the end of fiscal 2023.

The Company undertakes to include in future filings
of its annual report on Form 20-F a comparison of the Company’s mineral resources and reserves as of the end of the last fiscal
year end with the mineral resources and reserves as of the end of the preceding fiscal year, and to explain any differences between the
two, as required by Item 1304(e) of Regulation S-K.

    3

Securities and Exchange Commission

August 6, 2024

Page 4

 3. Please revise to include all information required under Item 1304(b) of Regulation S-K, including:

 · a description of existing infrastructure,

 · the total cost or book value of the property,

 · a brief description of previous operations, and

 · a brief description of any significant encumbrances, such as permit conditions, royalties, and streaming arrangements.

The Company respectfully acknowledges the Staff’s
comment. The Company undertakes to comply with this comment in future filings of its annual report on Form 20-F by including all
information required under Item 1304(b) of Regulation S-K, including (i) a description of existing infrastructure, (ii) the
total cost or book value of the property, (iii) a brief description of previous operations, and (iv) a brief description of
any significant encumbrances, such as permit conditions, royalties, and streaming arrangements. Examples of the intended revisions to
the Company’s disclosures by reference to the Company’s single, primary asset, the CSA Copper Mine located in New South Wales,
Australia, are set out in the attached Appendix A.

* * * * *

Please
contact me at (212) 735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.

    Very truly yours,

    /s/ Ryan J. Dzierniejko

 cc: Michael James McMullen, Chief Executive Officer, Metals
Acquisition Ltd

Morné Engelbrecht, Chief Financial Officer, Metals Acquisition Ltd

Chris Rosario, General Counsel and Joint Company Secretary,
Metals Acquisition Ltd

    4

Securities and Exchange Commission

August 6, 2024

Page 5

Appendix A

(i) Existing infrastructure

The Company intends going-forward to revise the
disclosure on pages 36 and 44 of the 2023 Form 20-F to read as follows (new language underlined):

We operate the CSA Copper Mine, which is located
less than 1,000 kilometers west-northwest of Sydney near the town of Cobar in western New South Wales, Australia. Sealed highways and
public roads provide all-weather access to the CSA Copper Mine, and the CSA Mine is linked by rail to the ports of Newcastle and Port
Kembla, New South Wales, from which the copper concentrate product is exported. Road access to the mine site from Sydney is via National
Highway No. A32, the Barrier Highway, a high-quality rural highway to Cobar and from there to the mine site on sealed urban roads.

[…]

The town of Cobar is serviced by a sealed airstrip,
with commercial flights five times per week to and from Sydney. The project is well-served by existing infrastructure, which includes
power supply, water supply, site buildings, and service facilities. Power is supplied to the site from the state energy network via a
132 kV transmission line. A 22kV line is also connected to the site and is available for limited supply in emergencies. The state energy
network is supplied by a mix of conventional and renewable power generation, including the 102 megawatt (“MW”) and 132MW
solar farms in the nearby towns of Nyngan and Nevertire. Further diesel power generators are available to supply minimal backup power
capable of supporting emergency room facilities and functions.

The majority of the water supply for the operation
is provided by the Cobar Water Board from Lake Burrendong via a weir on the Bogan River at Nyngan through a network of pumps and pipelines.
During times of significant drought, the CSA Copper Mine may not be able to rely on this water supply. Additional water is available from
tailings water recycling, surface water capture, and an installed borefield, and can also be secured by replacing the pipeline from
the Cobar Water Board system to the mine site that currently has approximately 20% transmission losses. The borefield has capacity for
up to 1.3ML/day. The Cobar Water Board system is adequate to supply the operation up to around 1.4Mtpa; the borefield is only required
during periods of drought or should a plant feed rate in excess of 1.4Mtpa be considered for extended periods. Although the CSA Copper
Mine has water allocations provided under water licenses, there is no certainty of supply in times of significant drought. The supplementary
water supply listed is not sufficient to maintain mining and processing operations at full production.

[…]

The CSA Copper Mine operates with a workforce of
mostly residential or “drive in drive out” workers sourced from the surrounding district. The majority of the workforce
is accommodated in Cobar. No workforce accommodation is provided at the mine site itself, however, the Company owns and leases various
properties in Cobar. The typical staffing levels are approximately 500 permanent employees with a workforce of contractors that are
used for larger construction and maintenance projects.

    5

Securities and Exchange Commission

August 6, 2024

Page 6

(ii) Total cost or book value of the
CSA Mine

The Company intends going-forward to revise the
disclosure on page 50 of the 2023 Form 20-F to explicitly disclose the total cost of the CSA Mine, which includes all costs
incurred to date, including exploration and evaluation costs. As at December 31, 2023, the total cost of the CSA mine was $1,212,833,000,
being the addition of (i) total property, plant and equipment carrying value of $1,194,915,000 as at December 31, 2023 and disclosed
on page F-35 of the 2023 Form 20-F, and (ii) total exploration and evaluation costs of $17,918,000 as of December 31,
2023 and disclosed on page F-4 of the 2023 Form 20-F.

(iii) Previous operations

The Company intends going-forward to revise the
disclosure on page 36 of the 2023 Form 20-F to read as follows (new language underlined, deletions indicated by strikethrough):

The CSA Copper Mine has a long operating history,
with copper mineralization first discovered in 1871. Development commenced in the early 1900s, focusing on near surface mineralization.
In 1965, Broken Hill South Limited developed a new mechanized underground mining and processing operation, with new shafts, winders, concentrator,
and infrastructure. First underground production was in 1967. The mine was acquired by Conzinc RioTinto Australia Pty Ltd in 1980 and
sold to Golden Shamrock Mines Pty Ltd (“GSM”) in 1993. GSM was subsequently acquired by Ashanti Gold Fields in the same year
and the mine continued to operate until 1997. Subsequently, it operated under several different owners, until Glencore
acquired the property in 1999. Cobar Management Pty Limited (“CMPL”), a wholly owned Australian subsidiary of Glencore
Operations Australia Pty Ltd, itself a wholly owned subsidiary of Glencore, was the direct owner and operator of the mine (and is the
entity acquired by Metals Acquisition Corporation (“MAC”)). As part of its acquisition in 1999, Glencore received a number
of concessions from the New South Wales government whereby several components of the previous mining operations were excised from the
mining lease such that no liability arising from these components transferred to CMPL. The excised components included the Northern Tailings
Storage Facility, a mine subsidence area and adjacent waste rock dumps.

Underground operations were resumed, and the
mine was operated under Glencore management for over 20 years until being acquired by the Company on June 16, 2023.

(iv) Significant encumbrances, such
as permit conditions, royalties, and streaming arrangements

In addition to replicating the disclosure with
respect to streaming arrangements on pages 63 and 96 of the 2023 Form 20-F, the Company intends going-forward to revise the
disclosure on pages 45, 47 and 48 of the 2023 Form 20-F to read as f