SecProbe.io

CORRESP
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May 15, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

 Attention:
  Steve Lo

Craig Arakawa

John Coleman

Anuja A. Majmudar

Irene Barberena-Meissner

 Re: Lifezone Metals Limited

Registration Statement on Form F-4

Filed April 17, 2023

File No. 333-271300

To the addressees set forth above:

On behalf of Lifezone Metals Limited (the “Company”),
set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division
of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s
Registration Statement on Form F-4 filed on April 17, 2023 (the “Initial Filing”), originally confidentially
submitted on January 3, 2023 and amended on February 27, 2023. Concurrently with the delivery of this letter to the Staff, the Company
has publicly filed the amendment no. 1 to its Initial Filing (the “Amendment No. 1”) with the Commission through
its EDGAR system.

Set forth below are the responses of the Company
to the comments in the Staff’s letter to the Company, dated May 4, 2023, relating to the Form F-4. For convenience of reference,
the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its
response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to
such terms in the Amendment No. 1.

Registration Statement on Form F-4 filed on April 17, 2023

Material Tax Considerations

The Merger, page 182

 1. We note your revised disclosure in response to prior comment 3 that although the Merger is not conditioned upon the receipt
of an opinion of counsel regarding such consequences, Latham & Watkins LLP will deliver an opinion, to be filed by amendment as Exhibit
8.1 hereto, that the Merger "should" qualify as a “reorganization” under Section 368(a)(1)(F) of the Code. If the
opinion is subject to uncertainty, please ensure the opinion explains why counsel cannot give a "will" opinion and describes
the degree of uncertainty in the opinion. In addition, please provide risk factor disclosure setting forth the risks of uncertain tax
treatment to investors. We note you have included some of this disclosure here. For guidance, refer to Section III.C.4 of Staff Legal
Bulletin 19.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 126 and 180 of the Amendment No. 1.

Unaudited Pro forma Condensed Combined Financial Information

Introduction, page 292

 2. You state that you determined the financial statements of SGPL are not required to be filed in accordance with Rule 408(a) of
the Securities Act. Please clarify for us how Rule 408(a) of the Securities Act is applicable to your determination that financial statements
of SGPL are not required. In this regard, we note that 408(a) pertains to additional information as opposed to information expressly required
to be in the registrations statement. In addition, please provide your analysis of each of the three significance tests set forth in Rule
1-02(w) of Regulation S-X that you performed to determine whether the financial statements of SGPL are required. Refer to Rule 3-05(b)(2)
of Regulation S-X.

Response: The Company respectfully submits
that (i) the financial statements of SGPL are not required to be included in the Company’s Registration Statement on Form F-4 and
(ii) the historical financial information for SGPL is not required to be included in the Unaudited Pro Forma Condensed Combined Financial
Information, in accordance with the significance tests set forth in Rule 1-02(w) of Regulation S-X read with Rule 3-05(b)(2) of Regulation
S-X and in accordance with Rule 408(a) of the Securities Act.

Accordingly, the historical financial information for SGPL
that was included in the Unaudited Pro Forma Condensed Combined Financial Information in the Initial Filing is no longer included in the
Unaudited Pro Forma Condensed Combined Financial Information in the Amendment No. 1 based on the reasons set out below (which includes
the Company’s analysis of each of the three significance tests set forth in Rule 1-02(w) of Regulation S-X):

Significance tests:

SGPL is not significant to LHL at the 20% level under any
of the three significance set forth in Rule 11-01(b) and Rule 1-02(w) of Regulation S-X as set out below.(1) Therefore, the
Company respectfully submits that SGPL’s financial statements are not required to be included in the Company’s Registration
Statement on Form F-4.

    Sr no.

    Test

    Particulars

    Calculation

    Result

    Significance

(>20%)

    (1)

    Investment Test

    Purchase price of SGPL / Book value of LHL’s assets

    = 13,500,000(2) / 96,977,051

    = 13.9%

    Not significant

    (2)

    Income Test

    SGPL’s profit before tax / LHL’s loss before
    tax(3)

    = 238,579 / 25,494,220(3)

    = 1%

    Not significant (based on

    SGPL’s total revenue / LHL’s total revenue

    = 5,208,012 / 2,927,460

    = 178%

    lower of the two)

    (3)

    Asset Test

    SGPL’s total assets / LHL’s total assets

    =  4,379,332 / 96,977,051

    = 5%

    Not significant

 (1) The analysis is based on the audited financial results of LHL as of and for the year ended December 31, 2022 and the financial
results of SGPL as of and for the year ended June 30, 2022 (which is the most recently completed fiscal year in each case). All amounts
denominated in USD.

 (2) As per the SGPL Term Sheet.

 (3) Since LHL’s pre-tax income for the year ended December 31, 2022 is a loss, the absolute value has been considered.

    2

SGPL’s results do not constitute material information:

In addition, the Company has further considered whether
inclusion of SGPL financial statements or SGPL financial information in the Unaudited Condensed Combined Pro Forma Financial
Information would be “necessary to make the required statements, in the light of the circumstances under which they are made,
not misleading” pursuant to Rule 408(a). The Company does not consider the acquisition of SGPL to be material and has
disclosed the consideration involved in the acquisition on pages 55, 64, 213, 317 and 335 of the Amendment No. 1. Following the
completion of the Simulus Acquisition, it is intended that SGPL will become an in-house testing, research & development and
training facility exclusively for LHL and its subsidiaries and will not accept any commitments or assignments from third parties.
The Company respectfully submits that it has determined that the inclusion of SGPL’s financial statements or financial
information in the Unaudited Condensed Combined Pro Forma Financial Information is not necessary under Rule 408(a).

Rule 11-01(c) of Regulation S-X:

Furthermore, the Company respectfully submits that the historical
financial information of SGPL is not required to be included as part of the Unaudited Pro Forma Condensed Combined Financial Information
in the in the Company’s Registration Statement on Form F-4 as per Rule 11-01(c) of Regulation S-X read with Rule 3-05(b)(2)(iv)
(together, the “Aggregation Rules”). The Aggregation Rules require the proforma financial information as per
Article 11 of Regulation S-X based on aggregation of business acquisitions which are each individually not significant (where financial
statements for such acquirees are not required as per Rule 3-05(b)(2)(i) of Regulation S-X). However, since the Business Combination involving
GoGreen would be considered “significant” for the purposes of Rule 3-05 of Regulation S-X, it would not be required to be
aggregated with the Simulus Acquisition (which is not “significant” by itself as set out above) for the purposes of Rule 11-01(c)
of Regulation S-X.

Notes to Unaudited Pro Forma Condensed
Combined Financial Information

1. Basis of Presentation, page 303

 3. We note you include the historical financial information for SGPL as of and for the year ended June 30, 2022 in your Unaudited
Pro Forma Condensed Combined Financial Information. However your Pro Forma Condensed Combined Financial Information presents annual amounts
based on your fiscal year-end, or December 31, 2022. Please tell us how your presentation of the June 30, 2022 financial period of SGPL
complies with the requirements of Rule 11-02(c)(3) of Regulation S-X or revise your disclosure accordingly.

Response: The Company acknowledges the Staff’s
comment and respectfully submits that the historical financial information for SGPL that was included in the Unaudited Pro Forma Condensed
Combined Financial Information in the Initial Filing is no longer included in the Unaudited Pro Forma Condensed Combined Financial Information
in the Amendment No. 1 based on the reasons set out in the response to the Staff’s comment no. 2.

    3

 4. Please disclose any revenues, expenses, gains and losses and related tax effects which will not recur beyond 12 months after
the transaction. Refer to Rule 11-02(a)(11)(i) of Regulation S-X.

Response: The Company respectfully submits
that the Company has complied with Rule 11-02(a)(11)(i) of Regulation S-X, to the extent applicable, and has specified the expenses which
would not recur beyond 12 months after the Proposed Transactions under ‘Transaction Accounting Adjustments to Unaudited Pro Forma
Condensed Combined Statement of Operations — (BB)’ on page 306 of the Amendment No. 1.

3. Pro-forma Adjustments, page
304

 5. We note transaction accounting adjustment C to your Unaudited Pro Forma Condensed Combined Statement of Financial Position and
understand that in determining enterprise value you have included GoGreen's cash at December 31, 2022. Given that both scenarios 2 and
3 contemplate cash redemptions, please explain why you did not adjust the calculation of enterprise value for the respective redemption
payments in determining the fair value of share consideration. Please also explain and reconcile for us the GoGreen ownership percentages
presented in the calculations of the fair value of share consideration with the ownership percentages disclosed at page 297.

Response: In response to the Staff’s
comment regarding adjusting the calculation of the enterprise value for the redemption payments in determining the fair value of share
consideration, the Company has revised the disclosure on page 303 of the Amendment No. 1.

Regarding the Staff’s comment regarding the reconciliation
of the GoGreen ownership percentages on pages 304 and 297 of the Initial Filing, the Company respectfully submits that the GoGreen ownership
percentages presented in the calculation of fair value of share consideration in adjustment C on page 302 of the Amendment No. 1 are based
on the fully diluted ownership percentage, including the outstanding shares, warrants and earnout shares. Set out below is the reconciliation
of the ownership percentages to the disclosed at page 293 of the Amendment No. 1:

    Scenario 1
    Scenario 2
    Scenario 3

    GoGreen public shareholders - outstanding shares
      27,600,000
      13,800,000
      -

    GoGreen public shareholders - warrants
      13,800,000
      13,800,000
      13,800,000

    GoGreen ownership, including warrants (A)
      41,400,000
      27,600,000
      13,800,000

    Total outstanding shares at closing per ownership table
      103,766,045
      89,966,045
      76,166,045

    Add:

    GoGreen public warrants
      13,800,000
      13,800,000
      13,800,000

    GoGreen Private Placement Warrants
      667,500
      667,500
      667,500

    Sponsor Earnout Shares
      1,725,000
      1,725,000
      1,725,000

    Earnout Shares (to eligible LHL Shareholders)
      25,072,052
      25,072,052
      25,072,052

    Total outstanding shares, including warrants and earnout shares (B)
      145,030,597
      131,230,597
      117,430,597

    Go Green % ownership, including warrants and earnout shares (A divided by B)
      28.55 %
      22.03 %
      11.75 %

    Go Green public shareholders - outstanding shares (C)
      27,600,000
      13,800,000
      -

    Total outstanding shares at closing (D)
      103,766,045
      89,966,045
      76,166,045

    Go Green % ownership, excluding warrants and earnout shares (C divided by D)
      26.6 %
      15.3 %
      0.0 %

    4

Preliminary Allocation of Preliminary Purchase Price, page 309

 6. We
                                            note you allocated $3.3 million of the purchase price for the fair value of the property,
                                            plant and equipment you will acquire with Simluls Group Pty Ltd. Please address the following
                                            points:

 ● Please
                                            revise to disclose further details on the underlying assets that you will acquire and the
                                            fair value estimate of each asset.

 ● Disclose
                                            the methods used to estimate the fair values of these assets. To the extent there are significant
                                            increases of the values of these assets, please explain.

 ● Disclose
                                            the estimated useful life of each major type of fixed assets and depreciation methods.

Response:
The Company acknowledges the Staff’s comment and respectfully submits that the historical financial information
for SGPL that was included in the Unaudited Pro Forma Condensed Combined Financial Information in the Initial Filing is no longer included
in the Unaudited Pro Forma Condensed Combined Financial Information in the Amendment No. 1 based on the reasons set out in the response
to the Staff’s comment no. 2.

Notes to the consolidated financial statements

3. Key sources of estimation and uncertainty

3.1.1. Business Combination due to Ownership Change (Flip-up of
Ownership), page F-46

 7. We note that you deemed the reorganization of LZL and KNL as a business combination under common control and applied the predecessor
value method in accounting for the transaction. We also note your disclosure that there was no change in the ultimate ownership to conclude
that the transaction fell outside the scope of IFRS3. Please provide an analysis that supports the notion that these were entities under
common control during the periods presented including details sufficient to understand the controlling ownership of LZL and KNL both pre
and post combination.

Response: The Company respectfully submits
that, as set out on page 2 of the Amendment No. 1, LHL was formed on March 28, 2022, as a holding company for Lifezone Limited, and
acquired 100% of the equity interest in Lifezone Limited on June 24, 2022, in consideration for issuing shares of LHL on a 1:1 basis
to the Lifezone Limited shareholders at the time (following a 1:200 split of shares of Lifezone Limited) (the “Lifezone Holdings
Transaction”). In addition, at the same time as the Lifezone Holdings Transaction, on June 24, 2022, the shareholders
of KNL (other than Lifezone Limited) exchanged their shares of KNL for shares of LHL on a 1:1 basis (the “Flip-Up”,
and together with the Lifezone Holdings Transaction, the “Relevant Transactions”).

    5

As per paragraph B1 of Appendix B of International Financial
Reporting Standard 3 Business Combinations (“IFRS 3”), “a business combination involving entities
or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled
by the same party or parties both before and after the business combination, and that control is not transitory.” Set out below
is the list of shareholders and optionholders of LHL, Lifezone Limited and KNL prior to and following the completion of t