SecProbe.io

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 Lifezone Metals Limited

 2nd Floor, St. George's Court

 Upper Church Street

 Douglas, Isle of Man, IM1 1EE

 September 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Lifezone Metals Limited

 Registration Statement on Form F-3

 ( File No. 333-289809 )

 Ladies and Gentlemen:

 In accordance with Rule 461
promulgated under the Securities Act of 1933, as amended, Lifezone Metals Limited, an Isle of Man company (the "Registrant"),
hereby requests that the effectiveness of the registration statement on Form F-3 (File No. 333-289809), initially filed with the U.S.
Securities and Exchange Commission on August 22, 2025, be accelerated so that the registration statement becomes effective at 4:30 p.m.
Eastern Time on September 8, 2025 or as soon thereafter as practicable.

 If you have any questions
or comments, please contact Carol Stubblefield of Baker McKenzie LLP at (212) 626 4729.

 Very truly yours,

 Lifezone Metals Limited

 By:
 /s/ Spencer Davis

 Spencer Davis

 Chief Legal Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 29, 2025

Chris Showalter
Chief Executive Officer
Lifezone Metals Limited
2nd Floor, St. George s Court
Upper Church Street
Douglas, Isle of Man, IM1 1EE

 Re: Lifezone Metals Limited
 Registration Statement on Form F-3
 Filed August 22, 2025
 File No. 333-289809
Dear Chris Showalter:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Mark L. Mandel, Esq.
</TEXT>
</DOCUMENT>

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Lifezone Metals Limited

Commerce House, 1 Bowring Road

Ramsey, Isle of Man

IM8 2LQ

August 14, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Lifezone Metals Limited

    Registration Statement on Form F-3

    (File No. 333-281189)

    CIK: 0001958217

Ladies and Gentlemen:

In accordance with Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Act”), Lifezone Metals Limited, an Isle of Man company (the “Registrant”),
hereby requests that the effectiveness of the registration statement on Form F-3 (File No. 333-281189), initially filed with the U.S.
Securities and Exchange Commission on August 1, 2024 (the “Registration Statement”), be accelerated so that the Registration
Statement becomes effective at 4:30 p.m. Eastern Time on August 16, 2024, or as soon thereafter as practicable. In making this acceleration
request, the Registrant acknowledges that it is aware of its obligations under the Act.

Once the Registration Statement
has been declared effective, please orally confirm that event with Christopher Lapp of Baker McKenzie LLP at (312) 772-7036. Please also
contact Christopher Lapp if you have any questions or comments.

    Very truly yours,

    LIFEZONE METALS LIMITED

    By:
    /s/ Spencer Davis

    Spencer Davis

    Group General Counsel

August 9, 2024
Chris Showalter
Chief Executive Officer
Lifezone Metals Limited
Commerce House
1 Bowring Road
Ramsey, Isle of Man, IM8 2LQ
Re:Lifezone Metals Limited
Registration Statement on Form F-3
Filed August 1, 2024
File No. 333-281189
Dear Chris Showalter:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Christopher Lapp, Esq.

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Lifezone
Metals Limited

Commerce
House

1
Bowring Road

Ramsey,
Isle of Man, IM8 2LQ

April
24, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington, D.C. 20549

Attention:
Timothy S. Levenberg

    Re:
    Lifezone Metals Limited

    Post-Effective Amendment No. 2 to Form F-1

    Filed April 1, 2024

    File No. 333-272865

Ladies
and Gentlemen:

This
letter sets forth responses of Lifezone Metals Limited (the “Company” or “we”) to the comments of the staff of
the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
set forth in your letter dated April 18, 2024, with respect to the Post-Effective Amendment No. 2 to Registration Statement on Form F-1
filed with the Commission on April 1, 2024 (the “Registration Statement”).

The
text of the Staff’s comment has been included in this letter for your convenience, and the Company’s response to the comment
has been provided immediately thereafter.

Post-Effective
Amendment No. 2 to Form F-1

Registration
Statement Cover Page, Page 0

    1.
    Staff’s
    comment: You list an agent for service located outside of the United States. Instead, please provide an agent for service
    with a United States address.

Response:
The Company acknowledges the Staff’s comment and we have appointed Corporation Service Company as our agent for service of
process with respect to the Registration Statement.

We
hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact
Mark Mandel of Baker & McKenzie LLP at (212) 626-4527.

    Sincerely,

    /s/ Chris Showalter

    Chris Showalter

    Chief Executive Officer

Via E-mail:

    cc:
    Mark Mandel

    Baker & McKenzie LLP

United States securities and exchange commission logo
April 18, 2024
Chris Showalter
Chief Executive Officer
Lifezone Metals Limited
Commerce House
1 Bowring Road
Ramsey, Isle of Man, IM8 2LQ
Re:Lifezone Metals Limited
Post-Effective Amendment No.2 to Form F-1
Filed April 1, 2024
File No. 333-272865
Dear Chris Showalter:
            We have reviewed your post-effective amendment and have the following comment.
            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.

Post-Effective Amendment No.2 to Form F-1 filed April 1, 2024
Registration Statement Cover Page, page 0
1.You list an agent for service located outside of the United States. Instead, please
provide an agent for service with a United States address.

            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.

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 April 18, 2024 Page 2
 FirstName LastName
Chris Showalter
Lifezone Metals Limited
April 18, 2024
Page 2
            Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551-3314
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Carol Stubblefield, Esq., of Baker & McKenzie LLP

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LIFEZONE METALS LIMITED

Commerce House

1 Bowring Road

Ramsey, Isle of Man, IM8 2LQ

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0001

    Attn:
    Anuja A. Majmudar

    Irene Barberena-Meissner

Lifezone Metals Limited

Registration Statement on Form F-1

Originally Filed June 23, 2023

File No. 333-272865

September 29, 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 September 29, 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 Alyssa K. Caples at 212-474-1000 or +44-20-7453-1090. The Company hereby authorizes
Alyssa K. Caples to orally modify or withdraw this request for acceleration.

    Very truly yours,

    LIFEZONE METALS LIMITED

    By:
    /s/ Chris Showalter

    Name:
    Chris Showalter

    Title:
    Chief Executive Officer

cc:

Chris
Showalter

Lifezone Metals Limited

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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.

* * *

    2

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

3

United States securities and exchange commission logo
August 2, 2023
Chris Showalter
Chief Executive Officer
Lifezone Metals Limited
Commerce House
1 Bowring Road
Ramsey, Isle of Man, IM8 2LQ
Re:Lifezone Metals Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed July 11, 2023
File No. 333-272865
Dear Chris Showalter:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
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.

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 August 2, 2023 Page 2
 FirstName LastNameChris Showalter
Lifezone Metals Limited
August 2, 2023
Page 2
Risk Factors
Risks Related to Ownership of Lifezone Metals Securities
The securities being offered in this prospectus represent a substantial percentage of our
outstanding Lifezone Metals Ordinary Shares..., page 81
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.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments
Consummation of the Business Combination, page 174
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.
LHL
F. Liquidity and Capital Resources, page 191
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.
            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.

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 August 2, 2023 Page 3
 FirstName LastName
Chris Showalter
Lifezone Metals Limited
August 2, 2023
Page 3
            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 Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Irene
Barberena-Meissner, Attorney-Adviser, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Alyssa Caples

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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

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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

United States securities and exchange commission logo
May 4, 2023
John Dowd
Chief Executive Officer
Lifezone Metals Limited
Commerce House, 1 Bowring Road
Ramsey, Isle of Man, IM8 2TF
Re:Lifezone Metals Limited
Registration Statement on Form F-4
Filed April 17, 2023
File No. 333-271300
Dear John Dowd:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 17, 2023 letter
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

 FirstName LastNameJohn Dowd
 Comapany NameLifezone Metals Limited
 May 4, 2023 Page 2
 FirstName LastNameJohn Dowd
Lifezone Metals Limited
May 4, 2023
Page 2
here.  For guidance, refer to Section III.C.4 of Staff Legal Bulletin 19.
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.
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.
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.
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.
5. 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

 FirstName LastNameJohn Dowd
 Comapany NameLifezone Metals Limited
 May 4, 2023 Page 3
 FirstName LastNameJohn Dowd
Lifezone Metals Limited
May 4, 2023
Page 3
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.
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.
4. Segment information, page F-49
8.We note you present more than one measure of reportable segment profit or loss,
including operating loss, loss before tax, loss for the year and total comprehensive loss for
the financial year.  Please tell us how your presentation complies with paragraph 26 of
IFRS 8, or revise to present only one measure of segment profit or loss that you believe is
determined in accordance with the measurement principles most consistent with those
used in measuring the corresponding amounts in your financial statements.
16. Exploration and evaluation assets and mining data, page F-55
9.You disclose that your mining data is included as an exploration and evaluation asset and
that it has an indefinite life.  You also characterize the mining data as an intangible asset
at page F-40. Please tell us your basis to conclude that the mining data has an indefinite
life considering that the mining data relates to the underlying mineral property, a depleting
asset by nature, and your policy that exploration and evaluation assets will be reclassified
to mineral properties and eventually depleted upon commencement of production. In
addition, explain how your characterization of the mining assets as intangible assets is
consistent with the guidance in IFRS6.
22. Significant related party transactions, page F-57
10.Please disclose that related party transactions were made on terms equivalent to those that
prevail in arm’s length transactions are made and only if such terms can be substantiated.
Refer to paragraph 23 of IAS 24.

 FirstName LastNameJohn Dowd
 Comapany NameLifezone Metals Limited
 May 4, 2023 Page 4
 FirstName LastName
John Dowd
Lifezone Metals Limited
May 4, 2023
Page 4
Related party revenue, page F-57
11.Please disclose the outstanding balances of trade receivables related to the related party
revenues from Kellplant Proprietary Ltd and Kelltechnology SA Proprietary Ltd. as of
each of the years presented.  Refer to paragraph 18 of IAS 24.
            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.
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters. Please contact John Coleman at (202) 551-3610 for
engineering related questions.  Please contact Anuja A. Majmudar, Attorney-Adviser, at (202)
551-3844 or Irene Barberena-Meissner, Attorney-Adviser, at (202) 551-6548 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Nick S. Dhesi, Esq.

CORRESP
1
filename1.htm

April 17, 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

Amendment No. 1 to Draft Registration Statement
on Form F-4

Submitted February 27, 2023

CIK No. 0001958217

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 Amendment No.
1 to the Company’s Draft Registration Statement on Form F-4 (the “Form F-4”), 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 its initial public filing of the Form F-4 (the “Initial Filing”) 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 March 17, 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 Initial Filing.

Draft Registration Statement Amendment No. 1 on Form F-4 submitted
February 27, 2023

Questions and Answers About the Proposed Transactions

Q: What are the risks to GoGreen shareholders relating to the Tranche
3 Investment from BHP?,

page 16

 1. We
note your response to our prior comment 10 that the Company believes that both scenarios mentioned in our comment will have a limited
economic impact on its shareholders, including the GoGreen shareholders.  However, we note your disclosure on page 173 stating that
the projections included in your prospectus reflect LHL’s proportionate interest in TNL and BHP’s 17% shareholding of KNL,
and that in the event BHP exercises its Option under the Tranche 3 Option Agreement, BHP would own a majority equity interest in KNL
(representing a 51% indirect interest in TNL) and the Adjusted EBITDA attributable to Lifezone Metals would decrease proportionally.
 Please revise this Q&A and related risk factors to reflect this potential economic impact.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 17 and 64 of the Initial Filing.

The Business Combination

Background of the Proposed Transactions

Description of negotiation process with candidates other than Lifezone,
page 162

 2. We
note your response to prior comment 17 and reissue the comment in part. Please revise your disclosure to summarize the analyses performed
by Sprott and presented to GoGreen on February 23, 2022 that considered comparable companies and various scenarios for Lifezone’s
mine development.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 165-166 of the Initial Filing.

Material Tax Considerations, page
177

 3. We
note your response to our prior comment 19 and reissue it in part.  Please revise your disclosures to identify tax counsel.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 183 of the Initial Filing.

The Description of the Kabanga Project, page 253

 4. Please
revise all mineral resource tables to include the metallurgical recovery factor and to not sum the inferred resources with measured
and indicated resources as required by Item 1304(d)(1) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 219 and 269 of the Initial Filing.

Unaudited Pro Forma Condensed Combined
Financial Information

Earnout, page 287

 5. We
note your response to prior comment 26 regarding the earnout arrangements with the Sponsor and the LHL shareholders.  Please disclose
how you determined the valuations for each of the earnout shares, providing details of the methods used and significant assumptions made.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 307 and 308 of the Initial Filing.

Lifezone Limited

Consolidated Financial Statements For the Years Ended 31 December
2021 and 2020

Statement of Comprehensive (Loss) Income for the Years Ended December
31, 2021 and

December 31, 2020, page F-26

 6. We
note that all or a majority of your management and consulting revenue is derived from related parties for the years ended December 31,
2021 and 2020.  Please revise to separately state and label these amounts as revenue from related parties on the face of your
statement of comprehensive income to comply with Rule 4-08(k) of Regulation S-X.

Response: The Company respectfully submits
that the financial statements of Lifezone Limited that were included in Amendment No. 1 to the Form F-4 (because the financial years presented
in Amendment No. 1 to the Form F-4 all preceded the Lifezone Holdings Transaction and the Flip-Up) are no longer included in the Form
F-4, as the Initial Filing instead includes the consolidated financial statements for LHL for fiscal years 2022 and 2021. However, the
disclosure on page F-25 of the Initial Filing is responsive to the Staff’s comment.

    2

Kabanga Nickel Limited

Consolidated Financial Statements For the Year Ended December 31,
2021 and 2020

Consolidated Statement of Cash Flows, page F-49

 7. We
note you have provided revised disclosure about the cash flow restatement at Note 16 in response to prior comment 36.  However you
continue to present the release of the $8 million restricted deposit from escrow as a cash flow from operating activity in your statement
of cash flow.  Please clarify or revise.  In addition, revise Note 16 Restatement on page F-67 to describe the nature of error.
Refer to paragraph 49(a) of IAS 8.

Response: The Company respectfully submits
that the continued presentation of the release of the $8 million restricted deposit from escrow as a cash flow from operating activity
in KNL’s statement of cash flow was a typographical error in Amendment No. 1 to the Form F-4 and that the error was otherwise corrected
in KNL’s financial statements.

Regarding the Staff’s comment to revise Note 16, the
Company respectfully submits that the financial statements of KNL that were included in Amendment No. 1 to the Form F-4 (because the financial
years presented in Amendment No. 1 to the Form F-4 all preceded the Lifezone Holdings Transaction and the Flip-Up) are no longer included
in the Form F-4, as the Initial Filing instead includes the consolidated financial statements for LHL for fiscal years 2022 and 2021,
which do not include the relevant note regarding restatement.

Notes to the Consolidated Financial Statements

12 Interests in Other Entities, page F-63

 8. We
note your response to prior comment 37 and understand that you have accounted for the purchase of Kabanga Holdings as an asset acquisition.
Please clarify whether you recorded the mining data asset as an exploration and evaluation asset under IFRS 6. If so, please expand your
disclosure to identify and label your exploration and evaluation assets as a separate class of assets providing the disclosures required
by paragraphs 23 through 25 of IFRS 6.

Response:
The Company respectfully submits that the financial statements of KNL that were included in Amendment No. 1 to the Form F-4 (because
the financial years presented in Amendment No. 1 to the Form F-4 all preceded the Lifezone Holdings Transaction and the Flip-Up) are
no longer included in the Form F-4, as the Initial Filing instead includes the consolidated financial statements for LHL for fiscal years
2022 and 2021, wherein the mining data asset has been recorded as an exploration and evaluation asset. The disclosures on pages F-26
and F-55 of the Initial Filing are responsive to the Staff’s comment.

Item 21. Exhibits and Financial Statement Schedules

96.1, page II-3

 9. Please
discuss the following observations with your qualified person and arrange to obtain and file a revised Technical Report Summary:

 ● Please
do not combine inferred mineral resources with measured and indicated mineral resources; rather report inferred resources in a separate
column or row consistent with the resource tables shown in Item 1303 and Item 1304 of Regulation S- K.

 ● Remove
all historical mineral resources, or mineral resources that are not current.

 ● Disclose the
equation for your cut-off grade calculation.

 ● Provide
information regarding the criteria used to classify a resource as inferred, indicated, or measured as required by Item 601(b)(96)(iii)(B)(11)(iv)
of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has obtained and filed as Exhibit 96.1 to the Initial Filing a revised Technical Report Summary. In response to the
Staff’s comment (i) “Please do not combine inferred mineral resources with measured and indicated mineral resources;
rather report inferred resources in a separate column or row consistent with the resource tables shown in Item 1303 and Item 1304 of Regulation
S-K”, the qualified person has revised pages 16 and 112 of the Technical Report Summary; (ii) “Disclose the equation for your
cut-off grade calculation”, the qualified person has revised pages 109-110 of the Technical Report Summary; and (iii) “Provide
information regarding the criteria used to classify a resource as inferred, indicated, or measured as required by Item 601(b)(96)(iii)(B)(11)(iv)
of Regulation S-K”, the qualified person has revised pages 105-108 of the Technical Report Summary.

In response to the Staff’s comment “Remove all
historical mineral resources, or mineral resources that are not current”, the Company respectfully submits that the Technical Report
Summary does not contain any mineral resources that are historical or not current, and the Company respectfully refers the Staff to the
statement in Section 1.6 of the Technical Report Summary that provides that “Mineral Resource estimates for the [Kabanga] Project
have been reviewed and are considered to be based on industry best practices and conform to the requirements of S-K 1300 and are suitable
for reporting as current estimates of mineral resources”.

*********

    3

Any comments or questions regarding the foregoing
should be directed to the undersigned at 713.546.7420 or ryan.maierson@lw.com. Thank you in advance for your cooperation in connection
with this matter.

    Very truly yours,

    /s/ Ryan J. Maierson

    Ryan J. Maierson

    of LATHAM & WATKINS LLP

Enclosures

cc:

John Dowd

GoGreen Investments Corporation

1021 Main Street, Suite 1960

Houston, Texas 77002

John Dowd

Lifezone Metals Limited

c/o GoGreen Investments Corporation

1021 Main Street, Suite 1960

Houston, Texas 77002

Nick S. Dhesi

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

United States

Chris Showalter

Keith Liddell

Lifezone Holdings Ltd

Commerce House

1 Bowring Road, Ramsey

Isle of Man, IM8 2LQ

Richard Hall

Alyssa Caples

G.J. Ligelis Jr.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Tom Coulter

Travers Smith LLP

10 Snow HI

London EC1A 2AL

United Kingdom

4

United States securities and exchange commission logo
March 17, 2023
Chris Showalter
Chief Executive Officer
Lifezone Metals Limited
Commerce House, 1 Bowring Road
Ramsey, Isle of Man, IM8 2TF
Re:Lifezone Metals Limited
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted February 27, 2023
CIK No. 0001958217
Dear Chris Showalter:
            We have reviewed your amended 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 Amendment No. 1 on Form F-4 submitted February 27, 2023
Questions and Answers About the Proposed Transactions
Q: What are the risks to GoGreen shareholders relating to the Tranche 3 Investment from BHP?,
page 16
1.We note your response to our prior comment 10 that the Company believes that both
scenarios mentioned in our comment will have a limited economic impact on its
shareholders, including the GoGreen shareholders.  However, we note your disclosure on
page 173 stating that the projections included in your prospectus reflect LHL’s
proportionate interest in TNL and BHP’s 17% shareholding of KNL, and that in the event
BHP exercises its Option under the Tranche 3 Option Agreement, BHP would own a
majority equity interest in KNL (representing a 51% indirect interest in TNL) and the

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 March 17, 2023 Page 2
 FirstName LastNameChris Showalter
Lifezone Metals Limited
March 17, 2023
Page 2
Adjusted EBITDA attributable to Lifezone Metals would decrease proportionally.  Please
revise this Q&A and related risk factors to reflect this potential economic impact.
The Business Combination
Background of the Proposed Transactions
Description of negotiation process with candidates other than Lifezone, page 162
2.We note your response to prior comment 17 and reissue the comment in part.   Please
revise your disclosure to summarize the analyses performed by Sprott and presented to
GoGreen on February 23, 2022 that considered comparable companies and various
scenarios for Lifezone’s mine development.
Material Tax Considerations, page 177
3.We note your response to our prior comment 19 and reissue it in part.  Please revise your
disclosures to identify tax counsel.
The Description of the Kabanga Project, page 253
4.Please revise all mineral resource tables to include the metallurgical recovery factor and to
not sum the inferred resources with measured and indicated resources as required by Item
1304(d)(1) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Earnout, page 287
5.We note your response to prior comment 26 regarding the earnout arrangements with the
Sponsor and the LHL shareholders.  Please disclose how you determined the valuations
for each of the earnout shares, providing details of the methods used and significant
assumptions made.
Lifezone Limited
Consolidated Financial Statements For the Years Ended 31 December 2021 and 2020
Statement of Comprehensive (Loss) Income for the Years Ended December 31, 2021 and
December 31, 2020, page F-26
6.We note that all or a majority of your management and consulting revenue is derived from
related parties for the years ended December 31, 2021 and 2020.  Please revise to
separately state and label these amounts as revenue from related parties on the face of
your statement of comprehensive income to comply with Rule 4-08(k) of Regulation S-X.
Kabanga Nickel Limited
Consolidated Financial Statements For the Year Ended December 31, 2021 and 2020
Consolidated Statement of Cash Flows, page F-49
7.We note you have provided revised disclosure about the cash flow restatement at Note 16

 FirstName LastNameChris Showalter
 Comapany NameLifezone Metals Limited
 March 17, 2023 Page 3
 FirstName LastName
Chris Showalter
Lifezone Metals Limited
March 17, 2023
Page 3
in response to prior comment 36.  However you continue to present the release of the $8
million restricted deposit from escrow as a cash flow from operating activity in your
statement of cash flow.  Please clarify or revise.  In addition, revise Note 16 Restatement
on page F-67 to describe the nature of error. Refer to paragraph 49(a) of IAS 8.
Notes to the Consolidated Financial Statements
12 Interests in Other Entities, page F-63
8.We note your response to prior comment 37 and understand that you have accounted for
the purchase of Kabanga Holdings as an asset acquisition.  Please larify whether you
recorded the mining data asset as an exploration and evaluation asset under IFRS 6. If so,
please expand your disclosure to identify and label your exploration and evaluation assets
as a separate class of assets providing the disclosures required by paragraphs 23 through
25 of IFRS6.
Item 21. Exhibits and Financial Statement Schedules
96.1, page II-3
9.Please discuss the following observations with your qualified person and arrange to obtain
and file a revised Technical Report Summary:
•Please do not combine inferred mineral resources with measured and indicated
mineral resources; rather report inferred resources in a separate column or row
consistent with the resource tables shown in Item 1303 and Item 1304 of Regulation
S-K.
•Remove all historical mineral resources, or mineral resources that are not current.
•Disclose the equation for your cut-off grade calculation.
•Provide information regarding the criteria used to classify a resource as inferred,
indicated, or measured as required by Item 601(b)(96)(iii)(B)(11)(iv) of Regulation
S-K.
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters. Please contact John Coleman at (202) 551-3610 for
engineering related questions. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202)
551-3844 or Irene Barberena-Meissner, Attorney-Adviser, at (202) 551-6548 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Nick S. Dhesi

United States securities and exchange commission logo
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