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Correspondence 0001213900-23-047614 from Lifezone Metals Ltd (LZM)

Lifezone Metals Ltd
Date: June 9, 2023 · CIK: 0001958217 · Accession: 0001213900-23-047614

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File numbers found in text: 333-271300

Date
April 17, 2023
Author
Director
Form
CORRESP
Company
Lifezone Metals Ltd

Letter

LIFEZONE METALS LIMITED

Commerce House, 1 Bowring Road, Ramsey, Isle of Man, IM8 2TF

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0001

Attn: Steve Lo

Craig Arakawa

John Coleman

Anuja A. Majmudar

Irene Barberena-Meissner

Lifezone Metals Limited

Registration Statement on Form F-4

Originally Filed April 17, 2023

File No. 333-271300

June 9, 2023

To the addressees set forth above:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Lifezone Metals Limited (the “Company”) hereby requests that the effective date of the above referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act by 4:00 p.m. (New York City time) on June 9, 2023, or as soon as practicable thereafter.

In connection with this request, the Company acknowledges its obligations under the Securities Act.

* * *

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Ryan J. Maierson at 713.546.7420 or ryan.maierson@lw.com. The Company hereby authorizes Ryan J. Maierson to orally modify or withdraw this request for acceleration.

Very truly yours,
Lifezone Metals Limited

Show Raw Text
CORRESP
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LIFEZONE METALS LIMITED

Commerce House, 1 Bowring Road, Ramsey, Isle of Man,
IM8 2TF

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0001

    Attn:
    Steve Lo

    Craig Arakawa

    John Coleman

    Anuja A. Majmudar

    Irene Barberena-Meissner

Lifezone Metals Limited

Registration Statement on Form F-4

Originally Filed April 17, 2023

File No. 333-271300

June 9, 2023

To the addressees set forth above:

Pursuant to Rule 461 of the General Rules and
Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended
(the “Securities Act”), Lifezone Metals Limited (the “Company”) hereby requests that the effective
date of the above referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective
under the Securities Act by 4:00 p.m. (New York City time) on June 9, 2023, or as soon as practicable thereafter.

In connection with this request, the Company
acknowledges its obligations under the Securities Act.

* * *

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Ryan J. Maierson at 713.546.7420 or ryan.maierson@lw.com. The Company hereby authorizes
Ryan J. Maierson to orally modify or withdraw this request for acceleration.

    Very truly yours,

    Lifezone Metals Limited

    By:
    /s/ Robert Burton

    Name:
     Robert Burton, for and on behalf of Mooragh (BVI) Limited

    Title:
     Director

    cc:

Ryan J. Maierson

Nick S. Dhesi

Latham & Watkins LLP

Richard Hall

Alyssa Caples

G.J. Ligelis Jr.

Cravath, Swaine & Moore LLP