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January 31, 2023
Chris Showalter
Chief Executive Officer
Lifezone Metals Limited
Commerce House, 1 Bowring Road
Ramsey, Isle of Man, IM8 2TF
Re:Lifezone Metals Limited
Draft Registration Statement on Form F-4
Submitted January 3, 2023
CIK No. 0001958217
Dear Chris Showalter:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 submitted January 3, 2023
Cover Page
1.Please revise to disclose the anticipated relative ownership of your common stock
between the GoGreen Initial Holders (including Sponsor), PIPE Investors, existing
GoGreen shareholders, and LHL Shareholders upon completion of the Proposed
Transactions.

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 January 31, 2023 Page 2
 FirstName LastName
Chris Showalter
Lifezone Metals Limited
January 31, 2023
Page 2
Industry and Market Data, page 3
2.We note your use of industry and market data provided to you by Wood Mackenzie
throughout the proxy statement/prospectus.  Please revise to include the name and date of
this report.  To the extent you commissioned this information, please also provide Wood
Mackenzie's consent in accordance with Rule 436.
Questions and Answers About the Proposed Transactions
Q: What will happen in the Proposed Transactions?, page 15
3.Revise your disclosure to include the cash value of the total consideration for the proposed
transactions.
What equity stake will current GoGreen shareholders, the PIPE Investors and LHL Shareholders
have in Lifezone Metals..., page 16
4.We note your disclosure includes equity ownership under three different redemption
scenarios. Revise your disclosure to include a presentation reflecting the dilutive impact of
shares issuable to the LHL Shareholders and the Sponsor pursuant to each triggering event
under the earnout arrangement.
What interests do GoGreen's current officers and directors have in the Proposed Transactions?,
page 20
5.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
6.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.
Material Contracts, page 22
7.Please file a copy of your Kelltech joint venture arrangement with Orkid S.a.r.l (a wholly
owned subsidiary of SRL) as an exhibit to your registration statement, or tell us why you
do not believe that it is a material agreement required to be filed pursuant to Item 8 of
Form F-1 and Item 601(b)(10) of Regulation S-K.
Q: What happens if the Business Combination Proposal or the Merger Proposal is not approved?,
page 22
8.Please update your disclosure to describe the extension to the time to complete an
initial business combination to April 25, 2023 and describe the payment from the sponsor
relating to the additional extension period.

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 January 31, 2023 Page 3
 FirstName LastName
Chris Showalter
Lifezone Metals Limited
January 31, 2023
Page 3
Q: If I hold GoGreen warrants, can I exercise redemption rights with respect to my GoGreen
warrants?, page 24
9.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
shareholders assuming maximum redemptions and identify any material resulting risks.
As we do not own the entire interest in our technology licensing, refinery and metals extraction
businesses, other shareholders, page 57
10.We note your disclosure that in the event the Tranche 3 Investment is consummated, BHP
would own a majority equity interest in KNL (representing a 51% indirect interest in
TNL) and you would indirectly hold the remaining equity interest, and KNL would cease
to be a majority-owned subsidiary of Lifezone Metals from that time onwards.  We also
note your disclosure on page 52 that your current business strategy relies on the Tranche 3
Investment by BHP and you expect to largely rely on BHP to develop the Kabanga Project
and operate the mine.  Please revise your disclosure here or add a separate risk factor
which clearly addresses the related economic impact to your shareholders, including
GoGreen shareholders.  Please also add a Q&A in your Questions and Answers section
discussing the risks to shareholders relating to the Tranche 3 Investment.
Risk Factors
Risks Related to GoGreen and the Proposed Business Combination, page 104
11.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
We may not be able to complete the proposed Business Combination or any other business
combination within the prescribed time frame, page 104
12.Please revise to describe the Extension Period and applicable Extension Payment and
update to reflect the extension to the time to complete an initial business combination
period to April 25, 2023.
Sponsor Support Agreement, page 144
13.We note that certain shareholders entered into a Sponsor Support Agreement and agreed
to, among other things, waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 January 31, 2023 Page 4
 FirstName LastName
Chris Showalter
Lifezone Metals Limited
January 31, 2023
Page 4
Ancillary Documents
New Registration Rights Agreement, page 145
14.We note that you will enter into a new registration rights agreement which will require
Lifezone Metals to register the resale under the Securities Act certain shares of Lifezone
Metals Ordinary Shares and other equity securities of Lifezone Metals that are held by the
parties to the agreement.  Please revise to disclose the amount of shares of common stock
which will be subject to this registration rights agreement.
Description of negotiation process with candidates other than Lifezone, page 149
15.You disclose that GoGreen submitted non-binding indications of interest, term sheets or
proposals to three other companies in addition to Lifezone.  You identify these private
companies as Company A, Company B and Company C and note that each focused on the
green transition that were consistent with GoGreen’s search criteria and that you engaged
in discussions with each of these companies but that GoGreen’s board ultimately
determined not to proceed with any of these potential business combination targets.
However your disclosure in this section appears to focus almost exclusively on the
Lifezone transaction.  Please expand your discussion in this section to describe the process
utilized to evaluate the other potential targets.  Please discuss the information gathered,
how and by whom it was evaluated, the negotiations which occurred, and any alternative
offers that were made or received.  Your disclosure should clearly describe the reasons
you did not further consider any alternative proposal.
The Business Combination
Background of the Proposed Transactions
Description of negotiation process with Lifezone, page 152
16.You disclose that on March 3, 2022 GoGreen submitted an initial letter of intent and the
parties continued their negotiations over a variety of terms including matters related to
Lifezone providing exclusivity, valuation, earn-outs, the scope of lock-ups, board
governance of the combined company, closing conditions and other terms customary for a
transaction of the type being proposed.  Please expand your disclosure to include a more
detailed description of the negotiations surrounding the material terms of the proposed
transactions, including quantitative information where applicable.  Your revised disclosure
should ensure that investors are able to understand how the terms of the letter of intent
evolved during negotiations.
17.You disclose that on March 24, 2022, GoGreen submitted a final draft of the initial letter
of intent to Lifezone, which was accepted and signed by Lifezone that same day. The
agreed initial letter of intent contained non-binding terms implying a pre-money equity
value ascribed to LHL of $611 million.  You further disclose that in arriving at the pre-
money equity value, the parties considered the results of GoGreen’s preliminary analysis
of Lifezone, as well as the valuation ascribed to Lifezone "in prior financing

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 January 31, 2023 Page 5
 FirstName LastNameChris Showalter
Lifezone Metals Limited
January 31, 2023
Page 5
transactions."  Please revise your disclosure to summarize these analyses, and explain how
these analyses were applied to determine Lifezone's enterprise value.  Also, clarify
whether GoGreen's preliminary analysis was the preliminary financial model of Lifezone
presented to GoGreen by Sprott on February 23, 2022, which was composed of data
related to comparable companies and different scenarios related to mine development,
including base and upside cases, with and without using Hydromet Technology.
18.You disclose that terms of the Amended LOI included an updated valuation of  a pre-
money value ascribed to LHL of $626.8 million as well as other revised terms.  Please
revise to discuss the factors considered and the reasons for the increased valuation and
additional details regarding any negotiations surrounding the minimum cash condition and
earnout portion of the consideration.
Material Tax Considerations, page 167
19.We note your disclosure that the Merger is expected to constitute a transaction treated as a
“reorganization” under Section 368(a)(1)(F) of the Code. Your disclosure further indicates
that if the Merger qualifies as reorganization, a U.S. Holder who owns GoGreen securities
and who exchanges such GoGreen securities for Lifezone Metals securities in the Merger
generally is not expected to recognize gain or loss and the remainder of this section
assumes that the Merger will be respected as a “reorganization.”  As a result, it appears
that the tax consequences may be material to shareholders.  Please revise your disclosures
to identify tax counsel and file a related opinion or provide us an analysis explaining why
it is not necessary to do so.  For guidance, refer to Section III of Staff Legal Bulletin 19
(Oct. 14, 2011).
Information Related to GoGreen
Permitted Purchases of our Securities, page 181
20.We note your disclosure here and on pages 19 and 105 that the Sponsor, directors,
officers, advisors or any of their respective affiliates may purchase shares in privately
negotiated transactions or in the open market prior to the proposed transactions.  You
further state that the purpose of the share purchases could be to vote in favor of the
business combination.  Please provide your analysis on how such purchases comply with
Rule 14e-5.
Information About Lifezone Holdings Limited, page 196
21.Please revise to fully describe the Kell-Sedibelo-Lifezone Refinery pursuant to Item 102
of Regulation S-K.  In the description include the location, with appropriate maps, and an
update on the project construction including the percentage of construction completed.
Intellectual Property, page 208
22.We note your disclosure that you have been granted or issued 112 patents and have 11
applications pending in 59 jurisdictions relating to your Hydromet Technology and

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 January 31, 2023 Page 6
 FirstName LastName
Chris Showalter
Lifezone Metals Limited
January 31, 2023
Page 6
associated processes.  We also note your disclosure that you exclusively own the patents
for the Kell Process Technology.  Please disclose the type of patent protection, expiration
dates, and applicable jurisdictions relating to your material patents.
The Description of the Kabanga Project, page 241
23.Please revise to include the following property disclosure with respect to the Kabanga
project pursuant to Item 1304(b) of Regulation S-K:
•describe existing infrastructure including roads, railroads, airports, ports, sources of
water, and electricity,
•describe the name, number, and title of mineral rights including size or acreage,
required payments, royalties, and expiration dates,
•describe any updates with respect to the hydrometallurgical process testing,
•include the total cost or book value of the property and its associated plant and
equipment, and
•describe any significant encumbrances to the property.
24.We note that you disclose historical estimates of mineral resources in your filing.  Please
explain the basis for the inclusion of these historical estimates in your filing considering
only current mineral resources, as defined under Item 1300 of S-K, should be disclosed in
Commission filings.  To the extent you are relying on the provisions of Item 1304(h) of
Regulation S-K, please clearly explain why this guidance applies to your situation based
on the structure of your transaction.
25.Please revise to include the information required under Item 1305 of Regulation S-K with
respect to your internal controls.
Unaudited Pro Forma Condensed Combined Financial Information
Earnout, page 270
26.Please tell us how you plan to account for the earnout shares, providing the authoritative
literature that supports your view. Please also tell us how you considered any pro forma
adjustments for these earnout shares.
Basis of Pro Forma Presentation, page 272
27.We note you describe the second pro forma scenario, or Scenario 2, as "Assuming
Redemptions up to Minimum Cash Condition."  However, your narrative discussion
appears to describe a scenario in which the GoGreen shareholders redeem 50% of their
shares, resulting in a cash balance that exceeds the $50 million Minimum Cash Condition
defined at page 113.  Please explain how your description of this scenario is appropriate or
revise your disclosure accordingly.

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 January 31, 2023 Page 7
 FirstName LastName
Chris Showalter
Lifezone Metals Limited
January 31, 2023
Page 7
1. Basis of Presentation, page 278
28.Please tell us how presenting an unaudited pro forma condensed combined statement of
operations for the year ended December 31, 2020 complies with Rule 11-02(c)(2) of
Regulation S-X which requires pro forma condensed statement of operation be filed for
only the most recent fiscal year and interim period.
3. Pro-Forma Adjustments, page 279
29.We note pro forma adjustment (C) indicates that in calculating the expense for the
difference between the fair value Lifezone Metals shares issued to GoGreen net assets
contributed in accordance with IFRS