SecProbe.io

CORRESP
 1
 filename1.htm

 SAYONA MINING LIMITED
 LEVEL 28, 10 EAGLE STREET
 BRISBANE, QUEENSLAND 4000

 June 18, 2025

 Via EDGAR

 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 Division of Corporation Finance
 Office of Energy & Transportation
 Attention: Yong Kim, Gus Rodriguez, Claudia Rios and Liz Packebush

 RE:

 Request for Acceleration of Effectiveness of Sayona Mining Limited’s Registration Statement on Form F-4 (File No. 333-286715)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sayona Mining Limited (the “ Company ”) hereby requests acceleration of effectiveness of its Registration Statement on Form F-4 (File No. 333- 286715 ), as amended (the “ Registration Statement ”), to 4:00 p.m. Eastern Time on June 20, 2025 , or as soon as practicable thereafter.

 The Company hereby authorizes Avner Bengera of Baker Botts L.L.P. to orally modify or withdraw this request for acceleration.

 Please contact Mr. Bengera at (212) 408-2521 or avner.bengera@bakerbotts.com with any questions you may have concerning this letter, or if
 you require any additional information. Please notify Mr. Bengera when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

 SAYONA MINING LIMITED

 By:

 /s/ Lucas Dow

 Name:

 Lucas Dow

 Title:

 Chief Executive Officer

 cc:

 Avner Bengera, Baker Botts L.L.P.

CORRESP
 1
 filename1.htm

 SAYONA MINING LIMITED
 LEVEL 28, 10 EAGLE STREET
 BRISBANE, QUEENSLAND 4000

 Via EDGAR and Electronic Mail
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 Division of Corporation Finance
 Office of Energy & Transportation
 Attention: Yong Kim, Gus Rodriguez, Claudia Rios and Liz Packebush

 RE:       Sayona Mining Limited
   Amendment No. 1 to Registration Statement on Form F-4
   Filed May 16, 2025
   File No. 333-286715
 Ladies and Gentlemen:
 On behalf of Sayona Mining Limited (“ Sayona ”), we submit via EDGAR for review by the Division of Corporation Finance of the United States Securities and Exchange
 Commission (the “ Commission ”) the accompanying Amendment No. 2 to Registration Statement on Form F-4 (including certain exhibits) (the “ Second Amended Registration Statement ”), which is being filed simultaneously with this response
 letter. The Second Amended Registration Statement reflects Sayona’s responses to the comments received from the staff of the Commission (the “ Staff ”) contained in the Staff’s letter dated June 2, 2025 regarding the above-referenced Amendment
 No. 1 to Registration Statement on Form F-4 that Sayona filed on May 16, 2025 (the “ First Amended   Registration Statement ”), and certain other updated information. For your convenience, Sayona is providing to the Staff a supplemental
 copy of the Second Amended Registration Statement marked to indicate the changes from the First Amended Registration Statement. Sayona’s Registration Statement on Form F-4 filed on April 24, 2025, as amended, is herein referred to as the “ Registration

 Statement .”
 Set forth below are Sayona’s responses to the Staff’s comments. Sayona’s responses below are preceded by the Staff’s comments for ease of reference. Capitalized terms used but
 not defined herein have the meanings given to them in the Second Amended Registration Statement.
 Amendment No. 1 to Registration Statement on Form F-4
 Change in Registrant’s Certifying Accountant, page 293

 1.

 Based on your response to prior comment 6, it appears that your former auditor, Nexia Brisbane Audit Pty Ltd, was acquired by Moore Australia on October 1, 2024 and renamed Moore Australia Audit (QLD) Pty Ltd. If
 our understanding is correct, please disclose this in your filing.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that Nexia Brisbane Audit Pty Ltd (“Nexia”) was not acquired by Moore Australia but instead became,
 effective as of October 1, 2024, an independent member of the Moore Global Network. Becoming a member of the network was accomplished by: (i) changes to Nexia’s directors, and shareholdings, which resulted in (a) four individuals serving as directors
 of the company, two from Nexia and two from Moore Australia Group (Qld/NNSW) Pty Ltd, each of which is registered as a Registered Company Auditor with the Australian Securities and Investments Commission (meaning an individual public practitioner has
 satisfied the eligibility requirements prescribed by the Australian Securities and Investments Commission to audit a company or other entities specified under the Australian Corporations Act), as is required by the Australian Corporations Act, and
 (b) those four individuals equally owning the company personally, (ii) changing its name to Moore Australia Audit (QLD) Pty Ltd and (iii) entering into a service agreement with Moore Australia Group (Qld/NNSW) Pty Ltd for management services provided
 to Moore Australia Audit (QLD) Pty Ltd in its capacity as an independent member of the Moore Global Network.
 Sayona has revised the disclosure on page 294 of the Second Amended Registration Statement to include this information.

 2.

 It appears you engaged Moore Australia Audit (WA) (“Moore (WA)”) on October 10, 2024 as your registered public accounting firm with respect to the annual financial statements included in this F-4 registration
 statement since Moore (WA) is registered with the PCAOB. If accurate, please clarify this in your disclosure.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it engaged Moore (WA) on October 10, 2024 as its independent registered public accounting firm
 with respect to the annual financial statements included in the Registration Statement because Moore (WA) is an independent registered public accounting firm with the PCAOB and Moore Australia Audit (QLD) Pty Ltd is not.
 Sayona has revised the disclosure on page 293 of the Second Amended Registration Statement in response to the Staff’s comment.
 In addition, disclose the current status of your relationship with Moore (WA) and state whether your engagement of Moore (WA) has concluded or continues to be
 ongoing. To the extent the engagement has concluded, please ensure Moore (WA) provides an Exhibit 16 letter. Refer to Item 14(j) of Form F-4 and Item 16F(a)(3) of Form 20-F.
 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that Moore (WA) continues to be Sayona’s independent registered public accounting firm.
 Sayona has revised the disclosure on page 293 of the Second Amended Registration Statement in response to the Staff’s comment. Because the engagement of Moore (WA) is ongoing,
 Sayona has not provided an Exhibit 16 letter from Moore (WA).

 2

 3.

 We have read your response to prior comment 7 and note that Ernst & Young ("E&Y") is still in the process of completing its U.S. independence procedures and, as such, is not the independent public
 accounting firm of Sayona for purposes of the PCAOB. We also note your disclosure that E&Y has not been appointed as the independent registered public accounting firm of Sayona. Please address
 the following comments:

 •

 Clarify, if true, that E&Y has not been appointed as the independent registered accounting firm of Sayona because E&Y is not registered with the PCAOB. Also
 disclose, if true, that you expect that E&Y will be registered with the PCAOB by June 30, 2025.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that E&Y is an independent registered public accounting firm with the PCAOB (Firm ID:1435).
 However, E&Y has not yet been appointed as Sayona’s independent registered public accounting firm because it has not yet completed its “U.S. independence procedures.” For additional information regarding such procedures, and the status thereof,
 please see our response below.
 Sayona has revised the disclosure on page 293 of the Second Amended Registration Statement to clarify that E&Y is registered with the PCAOB, to disclose why it has not yet
 been appointed as the independent registered public accounting firm of Sayona and to disclose that E&Y is expected to be appointed as Sayona’s independent registered public accounting firm by June 30, 2025.

 •

 Explain the “U.S. independence procedures” that are currently in process.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that the “U.S. independence procedures” are the procedures required to satisfy the requirements of
 PCAOB Rule 3526(a), which involves the assessment of all relationships between E&Y and both Sayona and Piedmont, including persons in financial reporting oversight roles, for compliance with the Commission’s independence rules. E&Y has
 substantially completed its procedures to satisfy the requirements of PCAOB Rule 3526(a), and, while the process is ongoing, there have been no independence issues identified to date.
 Sayona has revised the disclosure on page 293 of the Second Amended Registration Statement to disclose the status of the U.S. independence procedures and how they relate to the
 expected appointment of E&Y as Sayona’s independent registered public accounting firm.

 •

 Disclose which E&Y office in Australia you engaged as your independent auditor.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that Sayona has engaged the Brisbane, Australia, office of E&Y as Sayona’s independent auditor
 under the Australian Corporations Act.
 Sayona has revised the disclosure on page 293 of the Second Amended Registration Statement in response to the Staff’s comment.

 3

 Exhibits

 4.

 Please have counsel revise the legal opinion to eliminate any broad assumptions of material facts underlying the opinion. For example, assumptions 2(h)(3) and 2(p) appear to assume that the registrant has taken
 all corporate actions necessary to authorize the issuance of the securities. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 RESPONSE : Sayona acknowledges the Staff’s comment and has filed a revised legal opinion from counsel as an exhibit to the Second Amended Registration Statement, in
 response to the Staff’s comment.
 * * * * *
 If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Avner Bengera of Baker Botts L.L.P.
 at (212) 408-2521.

 Very truly yours,

 /s/ Lucas Dow

       Lucas Dow

       Chief Executive Officer

 cc:   Avner Bengera, Baker Botts L.L.P.

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 2, 2025

Lucas Dow
Chief Executive Officer
Sayona Mining Limited
Level 28, 10 Eagle Street
Brisbane, Queensland 4000
Australia

 Re: Sayona Mining Limited
 Amendment No. 1 to Registration Statement on Form F-4
 Filed May 16, 2025
 File No. 333-286715
Dear Lucas Dow:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 7, 2025
letter.

Amendment No. 1 to Registration Statement on Form F-4
Change in Registrant's Certifying Accountant, page 293

1. Based on your response to prior comment 6, it appears that your former
auditor, Nexia
 Brisbane Audit Pty Ltd, was acquired by Moore Australia on October 1,
2024 and
 renamed Moore Australia Audit (QLD) Pty Ltd. If our understanding is
correct, please
 disclose this in your filing.
2. It appears you engaged Moore Australia Audit (WA) ( Moore (WA) ) on
October 10,
 2024 as your registered public accounting firm with respect to the
annual financial
 statements included in this F-4 registration statement since Moore (WA)
is registered
 with the PCAOB. If accurate, please clarify this in your disclosure.
 June 2, 2025
Page 2

 In addition, disclose the current status of your relationship with Moore
(WA) and state
 whether your engagement of Moore (WA) has concluded or continues to be
 ongoing. To the extent the engagement has concluded, please ensure Moore
(WA)
 provides an Exhibit 16 letter. Refer to Item 14(j) of Form F-4 and Item
16F(a)(3) of
 Form 20-F.
3. We have read your response to prior comment 7 and note that Ernst &
Young
 ("E&Y") is still in the process of completing its U.S. independence
procedures and, as
 such, is not the independent public accounting firm of Sayona for
purposes of the
 PCAOB. We also note your disclosure that E&Y has not been appointed as
the
 independent registered public accounting firm of Sayona. Please address
the
 following comments:

 Clarify, if true, that E&Y has not been appointed as the
independent registered
 accounting firm of Sayona because E&Y is not registered with the
PCAOB. Also
 disclose, if true, that you expect that E&Y will be registered with
the PCAOB by
 June 30, 2025.
 Explain the U.S. independence procedures that are currently
in process.
 Disclose which E&Y office in Australia you engaged as your
independent
 auditor.
Exhibits

4. Please have counsel revise the legal opinion to eliminate any broad
assumptions of
 material facts underlying the opinion. For example, assumptions 2(h)(3)
and 2(p)
 appear to assume that the registrant has taken all corporate actions
necessary to
 authorize the issuance of the securities. Refer to Section II.B.3.a of
Staff Legal
 Bulletin No. 19.
 Please contact Yong Kim at 202-551-3323 or Gus Rodriguez at 202-551-3752
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Avner Bengera, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SAYONA MINING LIMITED
 LEVEL 28, 10 EAGLE STREET
 BRISBANE, QUEENSLAND 4000

 Via EDGAR and Electronic Mail
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 Division of Corporation Finance
 Office of Energy & Transportation
 Attention: Yong Kim, Gus Rodriguez, Claudia Rios and Liz Packebush

 RE:       Sayona Mining Limited
   Registration Statement on Form F-4
   Filed April 24, 2025
   File No. 333-286715
 Ladies and Gentlemen:
 On behalf of Sayona Mining Limited (“ Sayona ”), we submit via EDGAR for review by the Division of Corporation Finance of the United States Securities and
 Exchange Commission (the “ Commission ”) the accompanying Amendment No. 1 to Registration Statement on Form F-4 (including certain exhibits) (the “ Amended Registration Statement ”), which is being filed simultaneously with this response
 letter. The Amended Registration Statement reflects Sayona’s responses to the comments received from the staff of the Commission (the “ Staff ”) contained in the Staff’s letter dated May 7, 2025 regarding the above-reference Registration
 Statement on Form F-4 that Sayona filed on April 24, 2025 (the “ Registration Statement ”), and certain other updated information. For your convenience, Sayona is providing to the Staff a supplemental copy of the Amended Registration Statement
 marked to indicate the changes from the Registration Statement.
 Set forth below are Sayona’s responses to the Staff’s comments. Sayona’s responses below are preceded by the Staff’s comments for ease of reference. Capitalized
 terms used but not defined herein have the meanings given to them in the Amended Registration Statement.
 Registration Statement on Form F-4
 Risk Factors
 Sayona ADS Holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, page 43

 1.

 We note your response to prior comment 15, including your added disclosure that Sayona believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including
 under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the State of New York, which has nonexclusive jurisdiction over matters arising under the deposit agreement. We further note that
 Section 7.6 of the Form of Deposit Agreement at Exhibit 4.1 does not refer to such jurisdiction as “nonexclusive.” Please revise to clarify this inconsistency or advise.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 43 of the Amended Registration
 Statement in response to the Staff’s comment.

 Background of the Merger, page 73

 2.

 Please revise your Background section to discuss in greater detail the material changes between the merger agreement executed on November 18, 2024, and amendment no. 1 to the merger agreement,
 executed on April 22, 2025. Please also disclose which party sought to renegotiate the terms of the merger.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 79 to 83 of the Amended Registration
 Statement in response to the Staff’s comment.

 3.

 We note your response to prior comment 3 and reissue the comment in part. Please revise to expand your disclosure to discuss the underlying reasons for the equity raise agreements with Canaccord
 and RCF.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 82 of the Amended Registration
 Statement in response to the Staff’s comment.
 Sayona Unaudited Pro Forma Combined Financial Information
 Notes to the Unaudited Pro Forma Combined Financial Information
 Note 2. Estimated Consideration and Preliminary Purchase Price Allocation, page 188

 4.

 We note that the purchase price of AUS 197,774 on page 189 subtracts out the buy-out of non-controlling interest in Sayona Quebec of AUS 61,248 and settlement of pre-existing contractual
 arrangements of AUS 203,733, which then equals AUS (67,247). Please address the following comments:

 •

 Tell us and disclose why the AUS (67,247) subtotal is presented, what this amount is meant to represent, and the purpose of its presentation.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that the subtotal was included because the acquisition of Piedmont by Sayona
 results in the acquisition of Piedmont’s non-controlling interest in Sayona Québec, which is already consolidated in Sayona’s financial statements, and the settlement of a pre-existing contractual arrangement between Piedmont and Sayona. Under IFRS,
 the acquisition of Piedmont by Sayona is treated as three elements that require separate accounting, being (i) the acquisition of a business under IFRS 3 Business Combinations, (ii) the acquisition of a non-controlling interest under IFRS 10
 Consolidated Financial Statements and (iii) the settlement of a pre-existing contractual arrangement between Piedmont and Sayona. The acquisition of the non-controlling interest in Sayona Québec is an equity transaction in accordance with IFRS 10
 Consolidated Financial Statements paragraphs 23 and B97. The purpose of the guidance in IFRS 3 Business Combinations paragraphs 51-52 and B51-B53 that results in the loss on settlement is to ensure that a
 transaction that in effect settles a pre-existing relationship between the acquirer and the acquiree is excluded from the accounting or the business combination. The fair value of the consideration transferred is allocated to each element on a
 relative fair value basis. In response to the Staff’s comment, we have removed the AUS (67,247) subtotal from this Note. Please see page 190 of the Amended Registration Statement.

 •

 Describe in detail what the “Settlement of pre-existing contractual arrangements” of AUS 203,733 represents and disclose the terms of the settlement.
 Also, explain why this amount is subtracted from the purchase price then added back in again when calculating the “Net gain from bargain purchase” as it appears to be a wash.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that prior to the acquisition of Piedmont by Sayona, the parties entered into a
 supply contract under which Sayona sold spodumene concentrate to Piedmont. At the date of the acquisition, the supply contract was AUS 203,773 unfavorable from the perspective of Sayona when compared with terms for current market transactions for the
 same or similar items. The value of the pre-existing contractual arrangement was derived as fair value based on discounted cashflows over the term of the supply contract. The term settlement is used because the pre-existing contractual arrangement is
 eliminated on consolidation as a result of the acquisition of Piedmont by Sayona. The acquisition of Piedmont by Sayona resulted in the settlement of the pre-existing contractual arrangement and allocation of AUS 203,773 of the purchase consideration
 to the settlement of this pre-existing contractual arrangement.
 After the close of the transaction, the net gain from bargain purchase AUS (57,207) will be presented in the IFRS income statement of Sayona, with a note
 separately describing the settlement of the pre-existing contractual arrangement AUS 203,773 and the gain from bargain purchase AUS (260,980).
 Please see page 190 of the Amended Registration Statement.

 •

 Confirm, if true, that the AUS 61,248 buy-out of non-controlling interests in Sayona Quebec represents the buy out of the 25% interest owned by
 Piedmont. If true, tell us how this amount was derived and how it relates to Piedmont’s recorded value of USD 70,172 for the 25% interest as of December 31, 2024.

 RESPONSE : Sayona acknowledges the Staff’s comment and confirms to the Staff that the AUS 61,248 buy-out of the non-controlling interest in Sayona Québec
 represents the buy-out of the 25% interest in Sayona Québec owned by Piedmont. The AUS 61,248 was derived as fair value based on discounted expected future cashflows over the Sayona Québec life of operation. The allocation of purchase consideration
 to the buy-out of the non-controlling interest in Sayona Québec is derived on a different measurement basis, a different measurement date, and a different application of GAAP compared to Piedmont’s recorded value of USD 70,172 which was measured by
 applying the equity method in accordance with US GAAP.

 •

 Tell us why there is no bargain purchase gain recorded in the pro forma combined statement of operations for the six months ended December 31, 2024.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that the Basis of Preparation of the Unaudited Pro Forma Combined Financial
 Information states that “the unaudited pro forma combined statement of operations for the half year ended December 31, 2024 and year ended June 30, 2024 give effect to the transaction as if it had occurred on July 1, 2023, being the first day of
 Sayona’s last fiscal year.” In accordance with the stated Basis of Preparation, the net gain from bargain purchase of AUS 57,207 is recorded in Sayona’s unaudited pro forma combined statement of operations for the year ended June 30, 2024.
 Comparison of Rights of Sayona Shareholders and Piedmont Stockholders Forum, page 238

 5.

 We note your disclosure that, under the Constitution, each member submits to the non-exclusive jurisdiction of the Supreme Court of Queensland, the Federal Court of Australia and the courts which
 may hear appeals from those courts. Please revise to include attendant risk factor disclosure addressing any increased costs to bring a claim, that such provisions can discourage claims or limit investors’ ability to bring a claim in a
 judicial forum that they find favorable, and any questions concerning enforceability. Your disclosure should also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 41 and 42 of the Amended Registration
 Statement in response to the Staff’s comment.
 Change in Registrant’s Certifying Accountant, page 292

 6.

 We reviewed the revised disclosures made in response to comment 16. It appears that the following auditors have been engaged and provided you with services or will be engaged to provide services
 in the future:

 •

 Moore Australia Audit (QLD) Pty Ltd, referred herein as “Moore (QLD)”

 •

 Moore Australia Audit (WA), referred herein as “Moore (WA)”

 •

 Ernst & Young LLP, referred herein as “E&Y”

 Please address the following comment:

 •

 It appears that Moore (QLD) either resigned, declined to stand for re-election or was dismissed, and that Moore (WA) was engaged as your independent
 registered public accounting firm for purpose of this proxy statement/prospectus. Please present all disclosures required by Item 14(j) of Form F-4 and Item 16F of Form 20-F for the removal of Moore (QLD) and engagement of Moore (WA). If
 our understanding is incorrect, please advise.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that, in June 2024, Sayona commenced a process to seek an independent auditor that
 would meet the expanded qualifications the Sayona board of directors deemed necessary (the “Audit Tender”), to wit, as a result of Sayona’s expanded operations across multiple geographies and jurisdictions, an auditor with a more global footprint
 (particularly in Québec where Sayona’s active mining operations are located) and French language capabilities, among other qualifications. Moore (QLD) did not meet the qualifications for the Audit Tender and, as a result, was not invited to
 participate in the Audit Tender. As a result of the Audit Tender process,   the Sayona board of directors decided on November 12, 2024, in line with the recommendation from the Sayona Audit and Risk Committee, to
 select Ernst & Young (“Ernst & Young”), the Australian member firm of Ernst & Young Global Limited (of which Ernst & Young LLP is the U.S. member firm), as its independent auditor, subject to ASIC’s approval of the resignation of the
 then-current auditor Moore (QLD) and subject to shareholder approval at Sayona’s annual general meeting. Moore (QLD) submitted its resignation to ASIC to which ASIC provided its consent on November 25, 2024. Ernst & Young’s appointment was
 approved by Sayona’s shareholders at its annual general meeting on November 28, 2024. Following Ernst & Young’s approval by Sayona shareholders, Moore (QLD) submitted its resignation to the Sayona board of directors on December 2, 2024. Sayona
 advises the Staff that, as required under the Australian Corporations Act (and regulated by ASIC), an auditor may only cease to be an independent auditor of a company if it resigns or is dismissed at a general shareholder meeting, and as such, may
 not be unilaterally dismissed by a company. For more information on the process in Australia to change auditors, please see our response to Staff comment #7 below.
 With regard to Moore (WA), Sayona advises the Staff that, since Moore (QLD) was the previous auditor of Sayona and was not registered with the Public Company
 Accounting Oversights Board (“PCAOB”), Sayona engaged Moore (WA), which is registered with the PCAOB, on October 10, 2024 to audit the financial statements of Sayona for the fiscal years to be included in the Registration Statement. Sayona also
 engaged Moore (WA) so that an audit firm registered with the PCAOB would deliver an opinion on such financial statements. Ernst & Young is the current independent auditor of Sayona as discussed further herein. Moore (WA) was only engaged for the
 purpose of auditing the financial statements of Sayona for the fiscal years included in the Registration Statement and delivering an audit opinion related thereto.
 Sayona also advises the Staff that pages 293 and 294 of the Amended Registration Statement provide the disclosures responsive to Item 14(j) of Form F-4 and Item
 16F of Form 20-F regarding Sayona’s change in independent auditor from Moore (QLD) to Ernst & Young.

 •

 Please tell us whether Moore (QLD) and Moore (WA) are related, and if so, how. We note on page 3 of your initial DRS filing on February 27, 2025 that
 they appear to be separate accounting firms since you disclose that “Moore Australia” refers to Moore Australia Audit (QLD) Pty Ltd, and, for periods prior to October 1, 2024, also refers to Nexia Brisbane Audit Pty Ltd. For the avoidance
 of doubt, such term does not refer to Moore Australia Audit (WA).”

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that the prior auditor of Sayona Mining Limited under the Australian Corporations
 Act, Nexia Brisbane Audit Pty Ltd (“Nexia”), became as of October 1, 2024, Moore Australia Audit (Qld) Pty Ltd, an independent member of the Moore Global Network of accounting firms. Moore (QLD) and Moore (WA) are independent accounting firms, with
 Moore (QLD) being a proprietary company in Australia and Moore (WA) a partnership in Australia. Both are independent members of the Moore Global Network of accounting firms.

 •

 The 4th paragraph in this section refers to the audit report of Moore (QLD) for the fiscal years ended June 30, 2024 and 2023. However, the audit
 report for these two fiscal years in the F-4 is from Moore (WA). Explain this inconsistency to us.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that the reference to the audit report of Moore (QLD) for the two years ended June
 30, 2023 and 2024, conducted in its former capacity as Sayona’s independent auditor, is responsive to Item 14(j) of Form F-4 and Item 16F(a)(1)(ii) of Form 20-F. For clarity, Sayona has also revised the disclosure on page 294 of the

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Lucas Dow
Chief Executive Officer
Sayona Mining Limited
Level 28, 10 Eagle Street
Brisbane, Queensland 4000
Australia

 Re: Sayona Mining Limited
 Registration Statement on Form F-4
 Filed April 24, 2025
 File No. 333-286715
Dear Lucas Dow:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-4
Risk Factors
Sayona ADS Holders may not be entitled to a jury trial with respect to claims
arising under
the deposit agreement, page 43

1. We note your response to prior comment 15, including your added
disclosure
 that Sayona believes that a contractual pre-dispute jury trial waiver
provision is
 generally enforceable, including under the laws of the State of New
York, which
 govern the deposit agreement, by a federal or state court in the State
of New York,
 which has nonexclusive jurisdiction over matters arising under the
deposit agreement.
 We further note that Section 7.6 of the Form of Deposit Agreement at
Exhibit 4.1
 does not refer to such jurisdiction as "nonexclusive." Please revise to
clarify
 this inconsistency or advise.
 May 7, 2025
Page 2

Background of the Merger, page 73

2. Please revise your Background section to discuss in greater detail the
material changes
 between the merger agreement executed on November 18, 2024, and
amendment no.
 1 to the merger agreement, executed on April 22, 2025. Please also
disclose which
 party sought to renegotiate the terms of the merger.
3. We note your response to prior comment 3 and reissue the comment in
part. Please
 revise to expand your disclosure to discuss the underlying reasons for
the equity raise
 agreements with Canaccord and RCF.
Sayona Unaudited Pro Forma Combined Financial Information
Notes to the Unaudited pro Forma Combined Financial Information
Note 2. Estimated Consideration and Preliminary Purchase Price Allocation, page
188

4. We note that the purchase price of AUS 197,774 on page 189 subtracts out
the buy-
 out of non-controlling interest in Sayona Quebec of AUS 61,248 and
settlement of
 pre-existing contractual arrangements of AUS 203,733, which then equals
AUS
 (67,247). Please address the following comments:

 Tell us and disclose why the AUS (67,247) subtotal is presented,
what this
 amount is meant to represent, and the purpose of its presentation.

 Describe in detail what the Settlement of pre-existing
contractual arrangements
 of AUS 203,733 represents and disclose the terms of the settlement.
Also, explain
 why this amount is subtracted from the purchase price then added
back in again
 when calculating the Net gain from bargain purchase as it
appears to be a wash.

 Confirm, if true, that the AUS 61,248 buy-out of non-controlling
interests in
 Sayona Quebec represents the buy out of the 25% interest owned by
Piedmont. If
 true, tell us how this this amount was derived and how it relates to
Piedmont s
 recorded value of USD 70,172 for the 25% interest as of December 31,
2024 .

 Tell us why there is no bargain purchase gain recorded in the pro
forma combined
 statement of operations for the six months ended December 31, 2024.

Comparison of Rights of Sayona Shareholders and Piedmont Stockholders
Forum, page 238

5. We note your disclosure that, under the Constitution, each member
submits to the
 non-exclusive jurisdiction of the Supreme Court of Queensland, the
Federal Court of
 Australia and the courts which may hear appeals from those courts.
Please revise to
 include attendant risk factor disclosure addressing any increased costs
to bring a
 claim, that such provisions can discourage claims or limit investors
ability to bring a
 claim in a judicial forum that they find favorable, and any questions
concerning
 enforceability. Your disclosure should also state that investors cannot
waive
 compliance with the federal securities laws and the rules and
regulations thereunder.
 May 7, 2025
Page 3

Change in Registrant's Certifying Accountant, page 292

6. We reviewed the revised disclosures made in response to comment 16. It
appears that
 the following auditors have been engaged and provided you with services
or will be
 engaged to provide services in the future:

 Moore Australia Audit (QLD) Pty Ltd, referred herein as Moore
(QLD)
 Moore Australia Audit (WA), referred herein as Moore (WA)
 Ernst & Young LLP, referred herein as E&Y

 Please address the following comment:

 It appears that Moore (QLD) either resigned, declined to stand for
re-election or
 was dismissed, and that Moore (WA) was engaged as your independent
registered
 public accounting firm for purpose of this proxy
statement/prospectus. Please
 present all disclosures required by Item 14(j) of Form F-4 and Item
16F of Form
 20-F for the removal of Moore (QLD) and engagement of Moore (WA). If
our
 understanding is incorrect, please advise.

 Please tell us whether Moore (QLD) and Moore (WA) are related, and
if so,
 how. We note on page 3 of your initial DRS filing on February 27,
2025 that they
 appear to be separate accounting firms since you disclose that
Moore Australia
 refers to Moore Australia Audit (QLD) Pty Ltd, and, for periods
prior to
 October 1, 2024, also refers to Nexia Brisbane Audit Pty Ltd. For
the avoidance
 of doubt, such term does not refer to Moore Australia Audit (WA).

 The 4th paragraph in this section refers to the audit report of
Moore (QLD) for the
 fiscal years ended June 30, 2024 and 2023. However, the audit report
for these
 two fiscal years in the F-4 is from Moore (WA). Explain this
inconsistency to us.

 Tell us whether Moore (QLD) previously audited Sayona s
financial statements
 for the year(s) ended June 30, 2024 and 2023. Also tell us whether
Moore (QLD)
 is registered with the PCAOB.

 Tell us which audit firm reviewed Sayona s interim financial
statements for the
 six months ended December 31, 2024.
7. You state that Sayona s Board approved the engagement of E&Y on
November 12,
 2024, that your shareholders' appoved the the appoint of E&Y at the
annual meeting
 on November 28, 2024, and that and E&Y was appointed independent auditor
under
 the Australian Corporation Act on December 2, 2024. However, you go on
to state
 that E&Y has not been appointed as the independent public accounting
firm of
 Sayona.
 May 7, 2025
Page 4

 Please address the following comment:

 Describe the process that Management and/or the Board of
Directions must
 undertake to change auditors in Australia. In addition, explain the
approval
 process required under the Australian Corporations Act and by the
Australian
 Securities and Investments Commission.

 Explain the distinction between Board approval of the engagement
of E&Y,
 shareholder approval of E&Y, appointment of E&Y under the Australian
 Corporation Act, and appointment as the independent public
accounting firm of
 Sayona.

 Discuss the timing of E&Y s expected appointment and tell us
when you expect
 to be required to present Item 16F of Form 20-F disclosures
regarding change in
 registrants certifying accountant.

 Tell us whether you have communicated with E&Y subsequent to
November 28,
 2024.
Sayona Mining Limited Financial Statements
Report of Registered Public Accounting Firm, page F-46

8. We note that you changed the audit report date from December 2, 2024 as
presented
 in your initial DRS filing to April 11, 2025 in the current F-4 filing.
Supplementally,
 tell us why the audit report date was changed.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Yong Kim at 202-551-3323 or Gus Rodriguez at 202-551-3752
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Avner Bengera, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SAYONA MINING LIMITED
 LEVEL 28, 10 EAGLE STREET
 BRISBANE, QUEENSLAND 4000
 Via EDGAR and Electronic Mail
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 Division of Corporation Finance
 Office of Energy & Transportation
 Attention: Yong Kim, Gus Rodriguez, John Coleman, Claudia Rios and Liz Packebush

         RE:

 Sayona Mining Limited
 Draft Registration Statement on Form F-4
 Submitted February 27, 2025
 CIK No. 0001739016

 Ladies and Gentlemen:
 On behalf of Sayona Mining Limited (“ Sayona ”), we submit via EDGAR for review by the Division of Corporation Finance of the United States Securities
 and Exchange Commission (the “ Commission ”) the accompanying Registration Statement on Form F-4 (including certain exhibits) (the “ Registration Statement ”), which is being filed simultaneously with this response letter. The Registration
 Statement reflects Sayona’s responses to the comments received from the staff of the Commission (the “ Staff ”) contained in the Staff’s letter dated March 26, 2025 regarding the above-reference Draft Registration Statement on Form F-4 that
 Sayona submitted on February 27, 2025 (the “ Draft Registration Statement ”), and certain other updated information. For your convenience, Sayona is providing to the Staff a supplemental copy of the Registration Statement marked to indicate the
 changes from the Draft Registration Statement.
 Set forth below are Sayona’s responses to the Staff’s comments. Sayona’s responses below are preceded by the Staff’s comments for ease of reference.
 Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement.
 Draft Registration Statement on Form F-4
 HSR, CFIUS and Other Regulatory Approvals, page 25

 1.

 Please revise to provide any necessary updates to your disclosure here and at page 104 regarding regulatory approvals. For instance, we note your disclosure that the waiting period with
 respect to the notification and report forms filed under the HSR Act was set to expire on March 6, 2025.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 26, 110 and 111 of the
 Registration Statement in response to the Staff’s comment.

 1

 Risk Factors, page 32

 2.

 Please revise to provide risk factor disclosure identifying any exemptions and scaled disclosures available to you as an emerging growth company which overlap with those that will be
 available to you as a foreign private issuer. Clarify that the described exemptions and scaled disclosures as a result of your status as a foreign private issuer will be available to you even if you no longer qualify as an emerging growth
 company.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 38 and 39 of the Registration
 Statement in response to the Staff’s comment.
 Background of the Merger, page 70

 3.

 Please expand your disclosure to discuss the negotiation of, and underlying reasons for, the equity raise agreements with Canaccord and RCF and the support agreements with Piedmont's
 executives and directors.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 73 through 83 of the Registration
 Statement in response to the Staff’s comment.

 4.

 From the initial draft of the non-binding term sheet sent on September 20, 2024, we note various meetings among the parties and their advisors up until the execution of the merger agreement
 on November 18, 2024. Please revise to disclose any change to the material terms leading to execution of the merger agreement, such as changes to the valuation and transaction structure, and how the material terms were negotiated and
 ultimately agreed to in the executed merger agreement.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 73 through 83 of the Registration
 Statement in response to the Staff’s comment.
 Recommendation of the Piedmont Board; Piedmont's Reasons for the Merger, page 77

 5.

 Please disclose whether Piedmont's board considered the possibility that the parties may waive the Nasdaq condition set forth in the merger agreement, resulting in the combined company's ADSs
 not being listed on a U.S. exchange.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 89 of the Registration Statement in
 response to the Staff’s comment.
 Opinion of J.P. Morgan Securities LLC, Piedmont's Financial Advisor
 Public Trading Multiples, page 87

 6.

 Please revise to disclose the underlying data for each of the companies that was used to calculate the net asset value per share metrics, and how this information was used to determine the
 net asset value per share reference range for each of Piedmont and Sayona.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 93 of the Registration Statement in
 response to the Staff’s comment.

 2

 Certain Unaudited Prospective Financial Information, page 92

 7.

 We note the disclaimers throughout this section that readers are cautioned not to rely on the projections. While it may be appropriate to caution investors not to place undue reliance upon
 the prospective forecasts, it is not appropriate to tell readers to not rely upon them. Please revise your disclosures accordingly.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 99 and 100 of the Registration
 Statement in response to the Staff’s comment.
 Listing of Sayona Ordinary Shares and Sayona ADSs, page 97

 8.

 Please revise your disclosure here and on the cover page to indicate whether Nasdaq's determination regarding the initial listing application will be known at the time stockholders are asked
 to vote on the merger agreement and whether you have had any discussions with Nasdaq concerning the initial listing application. Please also revise to include a discussion of the potential consequences to investors, including the ability of
 investors to buy and sell Sayona ADSs, if Nasdaq does not approve the listing application of the combined company, but Sayona and Piedmont proceed with the merger. In this regard we note your disclosure that Sayona or Piedmont may waive one
 or more of the closing conditions without re-soliciting their respective shareholder approvals.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover page and pages 7, 20, 40, 41,
 45, 103, 123, 125, 207, 216, 220, 238 and 239 of the Registration Statement in response to the Staff’s comment.
 The Support Agreements, page 170

 9.

 We note that each director of Piedmont entered into a support agreement to vote all of his or her shares of Piedmont common stock in favor of the adoption and approval of the merger agreement
 and approval of the transactions contemplated by the merger agreement. Please describe any consideration provided in exchange for, and clarify the percentage of outstanding Piedmont shares subject to, the support agreement. Provide analogous
 disclosure in your related Q&A at page 8.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 6, 9, 28, 69 and 176 of the
 Registration Statement in response to the Staff’s comment.

 3

 Sayona Unaudited Pro Forma Combined Financial Information
 Notes to the Unaudited Pro Forma Combined Financial Information
 Note 6. Management's Adjustments to the Unaudited Pro Forma Combined Financial Information, page 189

 10.

 You disclose cost savings adjustment for your plan to leverage synergies resulting from the integration of the two entities. Please address the following comments:

 •

 Disclose the basis and material limitations of your cost savings, including any material assumptions or uncertainty of such adjustment. In
 addition, explain the method of calculating the adjustment. Refer to Rule 11-02(a)(7)(ii)(D) of Regulation S-X.

 •

 Please disclose any dis-synergies resulting from the integration of the two entities. To the extent you did not identify any dis-synergies, please
 state that fact

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 200 of the Registration Statement
 in response to the Staff’s comment.
 Business of Sayona, page 191

 11.

 Please disclose the point of reference with your summary mineral resource and summary mineral reserve tables, as required by Item 1303(b)(3)(v) of Regulation S-K.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 252 of the Registration Statement
 in response to the Staff’s comment.

 12.

 Please disclose the cost or book value of the Authier Lithium project as required by Item 1304(b)(2)(iii) of Regulation S-K.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 254 of the Registration Statement
 in response to the Staff’s comment.

 13.

 Please revise to include the information about internal controls used in your exploration and mineral resource and reserve estimation efforts as required by Item 1305 of Regulation S-K.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 267 of the Registration Statement
 in response to the Staff’s comment.

 4

 Beneficial Ownership of Securities, page 192

 14.

 Please disclose the natural person(s) who have voting and/or investment control over the shares held by LG Chem, Ltd.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 203 and 204 of the Registration
 Statement in response to the Staff’s comment.
 Jury Trial Waiver, page 205

 15.

 We note your disclosure that the deposit agreement provides that, to the extent permitted by law, Sayona ADS Holders waive the right to a jury trial of any claim they may have against Sayona
 or the depositary bank arising out of or relating to Sayona ordinary shares, Sayona ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. Please include relevant risk factor disclosure, including increased
 costs to bring a claim, limited access to information and other imbalances of resources between the company and shareholders, and that these provisions can discourage claims or limit a shareholder's ability to bring a claim in a judicial
 forum that they find favorable. Please also disclose whether this provision will apply to purchasers in secondary transactions.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 17, 42 and 43 of the Registration
 Statement in response to the Staff’s comment.
 Change in Registrant's Certifying Accountant, page 274

 16.

 We note that Sayona Mining Limited’s (“Sayona”) auditor, Moore Australia Audit  (WA) (“Moore”), resigned on November 12, 2024 effective as of December 2, 2024. We also note that Sayona
 appointed Ernst & Young LLP (“E&Y”) as their new auditors on November 28, 2024. Please clarify the date in which Moore resigned and tell us the relevance of the December 2, 2024 effective date of resignation. If December 2, 2024 is
 the date of Moore’s resignation that represents the date they  ceased performing services, then it appears that both Moore and E&Y were engaged from November 28, 2024 through December 2, 2024. Please revise or clarify as necessary.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 292 of the Registration Statement
 in response to the Staff’s comment.

 5

 Sayona Mining Limited Financial Statements
 Notes to the Financial Statements
 4. Segment Reporting
 (b) Segment Results, page F-11

 17.

 You disclose that segment performance is measured by Underlying EBIT and Underlying EBITDA. As IFRS 8 permits only one measure of segment profit or loss for each reportable segment, please
 revise your disclosures as necessary.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that, in response to the Staff’s comment, it has revised the explanatory
 disclosure in the Notes to the Financial Statements in Note 4 (b) Segment results, which appears on page F-11 of the Registration Statement. Underlying EBITDA is the principal measure of an operating segment’s profit or loss, assets or liabilities
 which is used by the chief operating decision maker to assess an operating segment’s performance and decide how to allocate resources. Accordingly, the explanatory disclosure has been revised to include, “Segment performance is measured by Underlying
 EBITDA. Underlying EBITDA is earnings before underlying depreciation and amortisation expense, net financial income and expenses, income tax expense, and other earnings adjustment items.”
 In addition to the revised explanatory disclosure, the segment results disclosure in Note 4 (b) Segment results and the underlying results reconciliation in
 Note 4 (c) Underlying results reconciliation has been revised to include only the principal measures of segment profit or loss for each reportable segment. Please see pages F-11 through F-13 of the Registration Statement.
 Exhibit Index
 96.2, page II-2

 18.

 We note that estimates of resources inclusive of reserves are disclosed on page 29, 159 and 163 of the technical report summary. Please consult with the qualified persons involved in
 preparing the technical report summary for the Moblan Lithium Project and arrange to obtain and file a revised report that also includes estimates of mineral resources that are exclusive of mineral reserves to comply with Item
 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has revised Exhibit 96.2 on pages 29, 159, 161 and 163 of such exhibit
 in response to the Staff’s comment.
 Exhibits

 19.

 Please file Piedmont's placement agreement with Canaccord as an exhibit to your registration statement or tell us why you do not believe that this is a material agreement required to be filed
 pursuant to Item 601(b)(10) of Regulation S-K.

 RESPONSE : Sayona acknowledges the Staff’s comment and advises the Staff that it has filed Piedmont’s placement agreement with Canaccord as an exhibit
 to the Registration Statement in response to the Staff’s comment.

 6

 * * * * *
 If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Avner Bengera
 of Baker Botts L.L.P. at (212) 408-2521.

 Very truly yours,

 /s/

 Lucas Dow

 Lucas Dow
 Chief Executive Officer

 cc:            Avner Bengera, Baker Botts L.L.P.

 7

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Lucas Dow
Chief Executive Officer
Sayona Mining Limited
Level 28, 10 Eagle Street
Brisbane, Queensland 4000
Australia

 Re: Sayona Mining Limited
 Draft Registration Statement on Form F-4
 Submitted February 27, 2025
 CIK No. 0001739016
Dear Lucas Dow:

 We have reviewed your draft registration statement and have the
following comments.

 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 a comment applies 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 this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-4
HSR, CFIUS and Other Regulatory Approvals, page 25

1. Please revise to provide any necessary updates to your disclosure here
and at page 104
 regarding regulatory approvals. For instance, we note your disclosure
that the waiting
 period with respect to the notification and report forms filed under the
HSR Act was
 set to expire on March 6, 2025.
Risk Factors, page 32

2. Please revise to provide risk factor disclosure identifying any
exemptions and scaled
 disclosures available to you as an emerging growth company which overlap
with
 those that will be available to you as a foreign private issuer. Clarify
that the described
 March 26, 2025
Page 2

 exemptions and scaled disclosures as a result of your status as a
foreign private issuer
 will be available to you even if you no longer qualify as an emerging
growth company
Background of the Merger, page 70

3. Please expand your disclosure to discuss the negotiation of, and
underlying reasons
 for, the equity raise agreements with Canaccord and RCF and the support
agreements
 with Piedmont's executives and directors.
4. From the initial draft of the non-binding term sheet sent on September
20, 2024, we
 note various meetings among the parties and their advisors up until the
execution of
 the merger agreement on November 18, 2024. Please revise to disclose any
change to
 the material terms leading to execution of the merger agreement, such as
changes to
 the valuation and transaction structure, and how the material terms were
negotiated
 and ultimately agreed to in the executed merger agreement.
Recommendation of the Piedmont Board; Piedmont's Reasons for the Merger, page
77

5. Please disclose whether Piedmont's board considered the possibility that
the parties
 may waive the Nasdaq condition set forth in the merger agreement,
resulting in the
 combined company's ADSs not being listed on a U.S. exchange.
Opinion of J.P. Morgan Securities LLC, Piedmont's Financial Advisor
Public Trading Multiples, page 87

6. Please revise to disclose the underlying data for each of the companies
that was used
 to calculate the net asset value per share metrics, and how this
information was used
 to determine the net asset value per share reference range for each of
Piedmont and
 Sayona.
Certain Unaudited Prospective Financial Information, page 92

7. We note the disclaimers throughout this section that readers are
cautioned not to rely
 on the projections. While it may be appropriate to caution investors not
to place undue
 reliance upon the prospective forecasts, it is not appropriate to tell
readers to not rely
 upon them. Please revise your disclosures accordingly.
Listing of Sayona Ordinary Shares and Sayona ADSs, page 97

8. Please revise your disclosure here and on the cover page to indicate
whether Nasdaq's
 determination regarding the initial listing application will be known at
the time
 stockholders are asked to vote on the merger agreement and whether you
have had
 any discussions with Nasdaq concerning the initial listing application.
Please also
 revise to include a discussion of the potential consequences to
investors, including the
 ability of investors to buy and sell Sayona ADSs, if Nasdaq does not
approve the
 listing application of the combined company, but Sayona and Piedmont
proceed with
 the merger. In this regard we note your disclosure that Sayona or
Piedmont may waive
 one or more of the closing conditions without re-soliciting their
respective shareholder
 approvals.
 March 26, 2025
Page 3
The Support Agreements, page 170

9. We note that each director of Piedmont entered into a support agreement
to vote all of
 his or her shares of Piedmont common stock in favor of the adoption and
approval of
 the merger agreement and approval of the transactions contemplated by
the merger
 agreement. Please describe any consideration provided in exchange for,
and clarify
 the percentage of outstanding Piedmont shares subject to, the support
 agreement. Provide analogous disclosure in your related Q&A at page 8.
Sayona Unaudited Pro Forma Combined Financial Information
Notes to the Unaudited Pro Forma Combined Financial Information
Note 6. Management's Adjustments to the Unaudited Pro Forma Combined Financial
Information, page 189

10. You disclose cost savings adjustment for your plan to leverage synergies
resulting
 from the integration of the two entities. Please address the following
comments:

 Disclose the basis and material limitations of your cost savings,
including any
 material assumptions or uncertainty of such adjustment. In addition,
explain the
 method of calculating the adjustment. Refer to Rule
11-02(a)(7)(ii)(D) of
 Regulation S-X.

 Please disclose any dis-synergies resulting from the integration
of the two
 entities. To the extent you did not identify any dis-synergies,
please state that fact.
Business of Sayona, page 191

11. Please disclose the point of reference with your summary mineral
resource and
 summary mineral reserve tables, as required by Item 1303(b)(3)(v) of
Regulation S-K.
12. Please disclose the cost or book value of the Authier Lithium project as
required by
 Item 1304(b)(2)(iii) of Regulation S-K.
13. Please revise to include the information about internal controls used in
your
 exploration and mineral resource and reserve estimation efforts as
required by Item
 1305 of Regulation S-K.
Beneficial Ownership of Securities, page 192

14. Please disclose the the natural person(s) who have voting and/or
investment control
 over the shares held by LG Chem, Ltd.
Jury Trial Waiver, page 205

15. We note your disclosure that the deposit agreement provides that, to the
extent
 permitted by law, Sayona ADS Holders waive the right to a jury trial of
any claim
 they may have against Sayona or the depositary bank arising out of or
relating to
 Sayona ordinary shares, Sayona ADSs or the deposit agreement, including
any claim
 under the U.S. federal securities laws. Please include relevant risk
factor disclosure,
 including increased costs to bring a claim, limited access to
information and other
 imbalances of resources between the company and shareholders, and that
these
 provisions can discourage claims or limit a shareholder's ability to
bring a claim in a
 March 26, 2025
Page 4

 judicial forum that they find favorable. Please also disclose whether
this provision
 will apply to purchasers in secondary transactions.
Change in Registrant's Certifying Accountant, page 274

16. We note that Sayona Mining Limited s ( Sayona ) auditor, Moore
Australia Audit
 (WA) ( Moore ), resigned on November 12, 2024 effective as of
December 2,
 2024. We also note that Sayona appointed Ernst & Young LLP ( E&Y )
as their new
 auditors on November 28, 2024. Please clarify the date in which Moore
resigned and
 tell us the relevance of the December 2, 2024 effective date of
resignation. If
 December 2, 2024 is the date of Moore s resignation that represents
the date they
 ceased performing services, then it appears that both Moore and E&Y were
engaged
 from November 28, 2024 through December 2, 2024. Please revise or
clarify as
 necessary.
Sayona Mining Limited Financial Statements
Notes to the Financial Statements
4. Segment Reporting
(b) Segment Results, page F-11

17. You disclose that segment performance is measured by Underlying EBIT and
 Underlying EBITDA. As IFRS 8 permits only one measure of segment profit
or loss
 for each reportable segment, please revise your disclosures as
necessary.
Exhibit Index
96.2, page II-2

18. We note that estimates of resources inclusive of reserves are disclosed
on page 29,
 159 and 163 of the technical report summary. Please consult with the
qualified
 persons involved in preparing the technical report summary for the
Moblan Lithium
 Project and arrange to obtain and file a revised report that also
includes estimates of
 mineral resources that are exclusive of mineral reseves to comply with
Item
 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K.
Exhibits

19. Please file Piedmont's placement agreement with Canaccord as an exhibit
to your
 registration statement or tell us why you do not believe that this is a
material
 agreement required to be filed pursuant to Item 601(b)(10) of Regulation
S-K.
 March 26, 2025
Page 5

 Please contact Yong Kim at 202-551-3323 or Gus Rodriguez at 202-551-3752
if you
have questions regarding comments on the financial statements and related
matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering
comments.
Please contact Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Avner Bengera, Esq.
</TEXT>
</DOCUMENT>