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CORRESP
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August 22, 2023

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: Anuja A. Majmudar

Irene Barberena-Meissner

    Re:
    Lifezone Metals Limited

    Amendment No. 1 to Registration Statement on Form F-1

    Filed July 11, 2023

    File No. 333-272865

Ladies and Gentlemen:

This letter is submitted on behalf of Lifezone
Metals Limited (the “Company”) in response to the comments from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter to the Company
dated August 2, 2023 (the “Comment Letter”) with respect to the above referenced amendment to the registration statement
on Form F-1 filed with the Commission on July 11, 2023 (the “Registration Statement”). In connection with this letter
responding to the Staff’s comments, the Company is filing Amendment No. 2 to the Registration Statement (“Amendment No.
2”), which includes changes in response to the Staff’s comments.

The numbered paragraphs and headings below correspond
to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response
to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in Amendment No. 2.
All references to page numbers in these responses are to pages of Amendment No. 2.

Amendment No. 1 to Registration Statement on Form F-1 Filed
July 11, 2023

Cover Page

 1. Disclose the exercise price of the warrants compared to the market price of the underlying ordinary shares. If the warrants are
out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of
the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on hand.

Response: The Company has revised its disclosure
on the cover page and pages 21, 81-82, 102 and 193-194 to address the Staff’s comment.

Risk Factors

Risks Related to Ownership of Lifezone Metals Securities

 2. Please expand your risk factor to disclose the purchase price of all securities being registered for resale. Also disclose that
while certain stockholders, including sponsor, may experience a positive rate of return based on the current trading price, the public
stockholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Lastly, disclose the potential profit the selling securityholders will earn based on the current trading price.

Response: The Company has revised its disclosure
on page 81 to address the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations

Recent Developments

Consummation of the Business Combination

 3. Please revise your disclosure here to include the number of redemptions of GoGreen ordinary shares. Please also expand your discussion
here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how
such sales could impact the market price of the company’s common stock.

Response: The Company has revised its disclosure
on page 175 to address the Staff’s comment.

LHL

F. Liquidity and Capital Resources

 4. We note your disclosure that “LHL will need additional capital in the future (beyond the next 12 months) to fund LHL’s
operations and project developments” and that you “intend to finance [y]our future working capital requirements and capital
expenditures from cash generated from operating activities, funds raised from financing activities, and funds raised in connection with
the Business Combination, including proceeds raised from the PIPE Financing and the funds released from the Trust Account after giving
effect to any redemptions.” In light of the significant number of redemptions and the unlikelihood you will receive significant proceeds
from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the
ordinary shares, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business
combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.

Response: The Company has revised its disclosure
on pages 193-194 to address the Staff’s comment.

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Should you have any questions or comments with
respect to Amendment No. 2 or this letter, please contact Alyssa K. Caples at 212-474-1000 or +44-20-7453-1090.

    Sincerely,

    /s/ Alyssa K. Caples

    Alyssa K. Caples

Copy to:

Chris Showalter

Chief Executive Officer

Commerce House

1 Bowring Road, Ramsey

Isle of Man, IM8 2LQ

VIA E-MAIL

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