Exhibit 10.2


UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY
20, 2006.


WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX
VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON THE
EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED
ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA
OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL MAY 20, 2006.


NORSEMONT MINING INC.


SHARE PURCHASE WARRANT


This is to
certify that for value received, SENTIENT
(AUST) PTY. LTD. (AS TRUSTEE FOR SENTIENT GLOBAL RESOURCES TRUST NO. 1)
of Level 9, 20 Loftus Street  Sydney NSW2000 Australia is
entitled to purchase up to 311,925 (Three
Hundred Eleven Thousand Nine Hundred and Twenty Five) fully paid and
non-assessable common shares (the “common shares”) in the share capital of NORSEMONT MINING INC. (the
“Company”) pursuant
to this Share Purchase Warrant (the “Warrant”) on the following terms and
conditions:


	
 

	
 


	
(a)

	
the
  aforesaid 311,925 (Three Hundred Eleven
  Thousand Nine Hundred and Twenty Five) common shares may be
  purchased at any time up to 4:30 p.m., Vancouver time, on January 19, 2008
  subject to reduction of the exercise period pursuant to Section 4.09 of the
  terms and conditions attached hereto as Schedule “A” and forming part hereof;


	
 

	
 


	
(b)

	
the exercise
  price is $4.75 (CDN) per share;


	
 

	
 


	
(c)

	
this Warrant
  may be exercised only at the head office of the Company;


	
 

	
 


	
(d)

	
this Warrant
  is non-transferable, except as provided in section 3.01 of Schedule “A”; 


	
 

	
 


	
(e)

	
These
  Warrants and the common shares issuable upon the exercise of these Warrants
  have not been and will not be registered under the United States Securities Act of 1933, as amended (the
  “U.S. Securities Act”) or any state securities laws. These Warrants may not
  be exercised in the United States (as defined in Regulation S under the U.S.
  Securities Act) unless these Warrants and the common shares issuable upon
  exercise hereof have been registered under the U.S. Securities Act and any
  applicable state securities laws or unless an exemption from such
  registration is available; and 


	
 

	
 


	
(f)

	
this Warrant
  has further terms and conditions attached thereto as set out in the Schedule
  “A” attached hereto.





IN WITNESS
WHEREOF the Company has executed this certificate as of this 19th day of
January, 2006.


NORSEMONT MINING INC.


	
 

	
 


	
Per:

	
 


	
 

	



	
 

	
Authorized Signatory


	
 

	
 


	
 

	



	
 

	
Authorized Signatory











SCHEDULE “A”


NORSEMONT MINING INC.


Terms and
conditions attached to the share purchase warrants of NORSEMONT MINING INC.
(the “Warrants”).


ARTICLE ONE - INTERPRETATION


Section 1.01 - Definitions


In these terms
and conditions, unless there is something in the matter or context inconsistent
therewith:


	
 

	
 


	
(a)

	
“common
  shares” means common shares in the capital of the Company;


	
 

	
 


	
(b)

	
“Company”
  means NORSEMONT MINING INC. until a successor Company shall have become such
  in the manner prescribed in article 6, and thereafter “Company” shall mean
  such successor Company;


	
 

	
 


	
(c)

	
“Company’s
  Auditors” means an independent firm of accountants duly appointed as auditors
  of the Company;


	
 

	
 


	
(d)

	
“Director”
  means a director of the Company for the time being, and reference, without
  more, to action by the directors means action by the directors of the Company
  as a board, or whenever duly empowered, action by a committee of the board;


	
 

	
 


	
(e)

	
“Expiry
  Date” means the time and date before which these Warrants may be exercised,
  as set forth on the face page of this warrant certificate;


	
 

	
 


	
(f)

	
“herein”,
  “hereby” and similar expressions refer to these terms and conditions as the
  same may be amended or modified from time to time; and the expression
  “article” and “section” followed by a number refer to the specified article
  or section of these terms and conditions;


	
 

	
 


	
(g)

	
“person”
  means an individual, corporation, partnership, trustee or any unincorporated
  organization and words importing persons have a similar meaning;


	
 

	
 


	
(h)

	
“Shares”
  means the common shares in the capital of the Company as constituted at the
  date hereof and any shares resulting from any subdivision or consolidation of
  the shares;


	
 

	
 


	
(i)

	
“Subscription
  Form” means the subscription form attached hereto as Schedule “B”;


	
 

	
 


	
(j)

	
“Warrants”
  means the warrants of the Company issued and presently authorized as set out
  in section 2.01 hereof and for the time being outstanding;


	
 

	
 


	
(k)

	
“Warrant
  Holders” or “Holder” means the bearer of the Warrants for the time being; and


	
 

	
 


	
(l)

	
Words
  importing the singular number include the plural and vice versa and words
  importing the masculine gender include the feminine and neuter genders.











- 2 -


Section 1.02 - Interpretation Not Affected by
Headings


The division
of these terms and conditions into articles and sections, and the insertion of
headings, are for convenience of reference only and shall not affect the
construction or interpretation thereof.


Section 1.03 - Applicable Law


The Warrants
shall be construed in accordance with the laws of the Province of British
Columbia and the laws of Canada applicable thereto and shall be treated in all
respects as British Columbia contracts.


ARTICLE TWO - ISSUE OF WARRANTS


Section 2.01 - Issue of Warrants


The warrants
entitle the Warrant Holder to purchase an aggregate of 311,925 (Three Hundred
Eleven Thousand Nine Hundred and Twenty Five) common shares which are
authorized to be issued by the Company. 


Section 2.02 - Additional Warrants


The Company
may at any time and from time to time do further equity or debt financing and
may issue additional shares, warrants or grant options or similar rights to
purchase shares of its capital stock.


Section 2.03 - Issue in Substitution for Lost
Warrants


	
 

	
 


	
(a)

	
In case a
  Warrant shall become mutilated, lost, destroyed or stolen, the Company shall
  issue and deliver a new Warrant of like date and tenor as the one mutilated,
  lost, destroyed or stolen, in exchange for and in place of and upon
  cancellation of such mutilated Warrant, or in lieu of, and in substitution
  for such lost, destroyed or stolen Warrant and the exchanged or substituted
  Warrant shall be entitled to the same rights and benefits as such mutilated,
  lost, destroyed or stolen Warrant.


	
 

	
 


	
(b)

	
The
  applicant for the issue of a new Warrant pursuant hereto shall bear the cost
  of the issue thereof and in case of loss, destruction or theft furnish to the
  Company such evidence of ownership and of loss, destruction or theft of the
  Warrant so lost, destroyed or stolen as shall be satisfactory to the Company,
  acting reasonably, and such applicant may also be required to furnish
  indemnity in amount and form satisfactory to the Company, acting reasonably,
  and shall pay the reasonable charges of the Company in connection therewith.





Section 2.04 - Warrant Holder Not a
Shareholder


The holding of
a Warrant shall not constitute the Holder thereof a shareholder of the Company
nor entitle him to any right or interest in respect thereof.


ARTICLE THREE - OWNERSHIP AND TRANSFER


Section 3.01 - Warrants Non-Transferable   


The Warrants
of the Company are non-transferable, except as follows:


	
 

	
 


	
(a)

	
with the
  written consent of the Company, which will not be unreasonably withheld; or











- 3 -


	
 

	
 


	
(b)

	
with or
  without the consent of the Company, provided the transfer is made to a
  company or entity within the “Sentient Group” including, without limitation,
  to an affiliate of the Holder;





provided that
any such transfer shall be made in accordance with the provisions of the
Transfer Form attached hereto as Schedule “C”.


Section 3.02 - Notice to Warrant Holders


Unless herein
otherwise expressly provided, any notice to be given hereunder to Warrant
Holders shall be deemed to be validly given if mailed by prepaid post or if
made, given or served by telefax or other similar means of recorded
transmission. Any notice so given shall be deemed to have been received on the
day following such transmission.


ARTICLE FOUR - EXERCISE OF WARRANTS


Section 4.01 - Method of Exercise of Warrants


The right to
purchase shares conferred by the Warrants may be exercised by the Holder of
such Warrant surrendering it, with a duly completed and executed subscription
in the form attached hereto together with cash, certified cheque or bank draft
payable to or to the order of the Company, at par in Vancouver, British
Columbia, for the purchase price applicable at the time of surrender in respect
of the shares subscribed for in lawful money of Canada, to the Company’s head
office address.


Section 4.02 - Effect of Exercise of Warrants


	
 

	
 


	
(a)

	
Upon surrender
  and payment as aforesaid the shares so subscribed for shall be deemed to have
  become the Holder or Holders of record of such shares on the date of such
  surrender and payment, and such shares shall be issued at the subscription
  price in effect on the date of such surrender and payment;


	
 

	
 


	
(b)

	
Within seven
  business days after surrender and payment as aforesaid, the Company shall
  forthwith cause to be delivered to the person in whose name the shares so
  subscribed for are to be issued as specified in such subscription or cause to
  be mailed to him at his address specified in such subscription, a certificate
  or certificates for the appropriate number of shares not exceeding those
  which the Warrant Holder is entitled to purchase pursuant to the Warrant surrendered.





Section 4.03 - Subscription for Less than
Entitlement


The Holder of
any Warrant may subscribe for and purchase a number of shares less than the
number which he is entitled to purchase pursuant to the surrendered Warrant. In
the event of any purchase of a number of common shares less than the number
which can be purchased pursuant to a Warrant, the Holder thereof upon exercise
thereof shall, in addition, be entitled to receive a new Warrant in respect of
the balance of the shares which he was entitled to purchase pursuant to the
surrendered Warrant and which were not then purchased. Such new Warrant shall
entitle the Holder thereof to purchase the balance of the shares at the same
price and on the same terms and conditions as provided in the surrendered
Warrant.


Section 4.04 - Warrants for Fractions of
Shares


To the extent
that the Holder of any Warrant is entitled to receive on the exercise or
partial exercise thereof a fraction of a common share, such right may be
exercised in respect of such fraction only in combination with another Warrant
which in the aggregate entitle the Holder to receive a whole number of such
common shares.







- 4 -


Section 4.05 - Expiration of Warrants


After the
expiration of the period within which a Warrant is exercisable, all rights
thereunder shall wholly cease and terminate and such Warrant shall be void and
of no effect.


Section 4.06 - Exercise Price


The price per
share which must be paid to exercise the Warrants is as set forth on the face
of the share purchase warrant.


Section 4.07 - Adjustment of Exercise Price


The exercise
price and the number of common shares deliverable upon the exercise of the
Warrants shall be subject to adjustment in the events and in the manner
following:


	
 

	
 


	
(a)

	
If and
  whenever the common shares at any time outstanding shall be subdivided into a
  greater or consolidated into a lesser number of common shares, or in the
  event of any payment by the Company of a stock dividend, the exercise price
  shall be decreased or increased proportionately as the case may be; upon any
  such subdivision, consolidation, or payment of a stock dividend, the number
  of common shares deliverable upon the, or payment of a stock dividend, the
  number of common shares deliverable upon the exercise of the Warrants shall
  be increased or decreased proportionately as the case may be; 


	
 

	
 


	
(b)

	
In case of
  any capital reorganization or of any reclassification of the capital of the
  Company or in case of the consolidation, merger or amalgamation of the
  Company with or into any other Company, each Warrant shall, after such
  capital reorganization, reclassification of capital, consolidation, merger or
  amalgamation, confer the right to purchase the number of shares or other
  securities of the Company or of the company resulting from such capital
  reorganization, reclassification, consolidation, merger or amalgamation, as
  the case may be, to which the Holder of the shares deliverable at the time of
  such capital reorganization, reclassification of capital, consolidation,
  merger or amalgamation, upon the exercise of such Warrant would have been
  entitled on such capital reorganization, reclassification, consolidation,
  merger or amalgamation and in any case, if necessary, appropriate adjustments
  shall be made in the application of the provisions set forth in this Article
  Four shall thereafter correspondingly be made applicable as nearly as may
  reasonably be in relation to any shares or other securities thereafter
  deliverable on the exercise of the Warrants. The subdivision or consolidation
  of common shares at any time outstanding into a greater or lesser number of
  common shares (whether with or without par value) shall not be deemed to be a
  capital reorganization or a reclassification of the capital of the Company
  for the purposes of this paragraph;


	
 

	
 


	
(c)

	
The
  adjustments provided for in this section are cumulative.





Section 4.08 - Determination of Adjustments


If any
questions shall at any time arise with respect to the exercise price, such
question shall be conclusively determined by the Company’s Auditors, or, if
they decline to so act, any other firm of Chartered Accountants, in Vancouver,
that the Company may designate and who shall have access to all appropriate
records and such determination shall be binding upon the Company and the
Warrant Holders.







- 5 -


Section 4.09 – Adjustment of Expiry Date


If at any time prior to the Expiry Date the
closing price of the Shares on the TSX Venture Exchange or other recognized
stock exchange on which the Shares are listed is at or above $6.00 (subject to
adjustment pursuant to section 4.07) for ten (10) consecutive trading days (the
“Premium Trading Days”) on each of which at least 500 common shares are traded
in board lots, the Company may (without further act or instrument other than
written notice to the Holder of the Warrants announcing the new Expiry Date)
amend the Expiry Date of the Warrants to reduce the period during which the
Warrants may be exercised to twenty (20) days. The twenty (20) day exercise
period will commence seven (7) calendar days after the tenth Premium Trading
Day.


Section 4.10 – Notice of Adjustments


Upon any
adjustment of the number of common shares subject to this Warrant, then and in
each such case the Company shall give written notice thereof to the Holder at
the Holder’s address in the books of the Company, which notice shall state the
number of shares or other securities subject to this Warrant resulting from
such adjustment, and shall upon receipt of the written request of the Holder
set forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.


ARTICLE FIVE - COVENANTS BY THE COMPANY


Section 5.01 - General Covenants


The Company
covenants and agrees that all common shares which may be issued upon the
exercise of this Warrant will, upon issuance, be fully paid and non-assessable
and free (subject to any applicable hold period) of all liens, charges and
encumbrances. The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of shares to satisfy the rights of
purchase provided for herein and in the Warrants should the Holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all shares which they are or may be entitled to purchase pursuant
thereto.


Section 5.02 – Filings


The Company
shall make all required filings under applicable securities laws and, if
applicable, by-laws, rules and regulations of the TSX Venture Exchange and any
other stock exchange or quotation system on which the common shares of the
Company may be listed or quoted, to report the issuance of this Warrant to the
Holder and purchase of common shares hereunder, and shall pay all fees or other
governmental charges in connection with such filing.


Section 5.03 – Compliance with Securities
Laws


The Company
shall use reasonable commercial efforts to:


	
 

	
 


	
(a)

	
maintain the
  listing of the common shares on the TSX Venture Exchange or other recognized
  stock exchange or quotation system, and to ensure that the common shares issuable upon exercise of
  this Warrant will be listed and posted for trading on such exchange or quoted
  on such quotation system; and


	
 

	
 


	
(b)

	
comply with
  its reporting issuer obligations under the Securities Act (British
  Columbia) and equivalent provisions, if any, of applicable securities laws in
  each other Province of Canada.











- 6 -


ARTICLE SIX - MODIFICATION OF TERMS, MERGER,
SUCCESSORS


Section 6.01 - Modification of Terms and
Conditions for Certain Purposes


From time to
time the Company may, subject to the provisions of these presents, and they
shall, when so directed by the these presents, modify the terms and conditions
hereof, for any one or more or all of the following purposes:


	
 

	
 


	
(a)

	
Adding to
  the provisions hereof such additional covenants and enforcement provisions
  as, in the opinion of counsel for the Company, are necessary or advisable,
  provided however that such additional covenants and enforcement provisions do
  not affect the rights or obligations of the Warrant Holders;


	
 

	
 


	
(b)

	
Adding to or
  altering the provisions hereof in respect of the registration and transfer of
  the Warrants, making provision for the exchange of the Warrants of different
  denominations and making any modification in the form of the Warrants which
  does not affect the substance thereof;


	
 

	
 


	
(c)

	
For any
  other purpose not inconsistent with the terms hereof, including the
  correction or rectification of any ambiguities, defective provisions, errors
  or omissions herein; and 


	
 

	
 


	
(d)

	
To evidence
  any succession of any company and the assumption by any successor of the
  covenants of the Company herein and in the Warrants contained as provided
  hereafter in this article.





provided, in
each case, that in the opinion of counsel for the Company, such modifications
(if any) do not in any way adversely affect the rights or obligations of
Holders hereunder.


Section 6.02 - Company May Consolidate, etc.
on Certain Terms


Nothing herein
contained shall prevent any consolidation, amalgamation or merger of the
Company with or into any other company or companies provided however that the
company formed by such consolidation or into which such merger shall have been
made shall be a company organized and existing under the laws of Canada or of
the United States of America, or any Province, State, District or Territory thereof,
and shall, simultaneously with such consolidation, amalgamation or merger,
assume the due and punctual performance and observance of all the covenants and
conditions hereof to be performed or observed by the Company.







SCHEDULE “B”

SUBSCRIPTION FORM


	
 

	
 


	
TO: 

	
NORSEMONT MINING INC.
  (the “Company”)


	
 

	
Suite
  402 – 750 West Pender Street


	
 

	
Vancouver,
  British Columbia, V6C 2T7


	
 

	
Facsimile: (604) 669-9768


	
 

	
 


	






The
Undersigned, being the registered holder of the enclosed Warrant Certificate
issued by the Company does hereby irrevocably exercise
____________________________ of the Warrants evidenced thereby in accordance
with the terms thereof, and accordingly hereby irrevocably subscribes for the
common shares (the “Common Shares”) of the Company to be received thereon and
irrevocably surrenders the Warrant Certificate to the Company for such purpose.



The
undersigned hereby represents and warrants to the Company that at the time of
exercise (PLEASE CHECK x
ONE [ONLY] OF THE FOLLOWING): 



	
 

	
 


	
1. ____

	
The undersigned
  holder (i) at the time of exercise of this Warrant is not in the United
  States; (ii) is not a “U.S. person” as defined in Regulation S under the
  United States Securities Act of 1933, as amended (the “1933 Act”) and is not
  exercising this Warrant on behalf of a “U.S. person”; and (iii) did not
  execute or deliver this Subscription Form in the United States. 


	
 


	
2. ____

	
The
  undersigned holder (i) is an “accredited investor”, as defined in Rule 501(a)
  under the 1933 Act, who purchased the Warrants directly from the Company
  pursuant to a written subscription agreement for the purchase of Units
  consisting of Common Shares and Warrants; (ii) is exercising the Warrants
  solely for its own account and not on behalf of any other person; and (iii)
  each of the representations and warranties made at the time of subscription
  for the purchase of Units remains true and correct on the date of exercise of
  the Warrants. 


	
 


	
3. ____

	
The
  undersigned holder has delivered to the Company an opinion of counsel in form
  and substance satisfactory to the Company to the effect that the exemption
  from the registration requirements of the 1933 Act and applicable state
  securities laws is available. 





The
undersigned holder understands that unless box 1 is checked, the certificate
representing the Common Shares will bear a legend restricting transfer without
registration under the 1933 Act and applicable state securities laws unless an
exemption from registration is available. 


If any Warrants represented by
this Warrant Certificate are not being exercised, a new Warrant Certificate
will be issued and delivered with the Common Share certificates.


The
undersigned hereby directs that the Common Shares hereby subscribed for be
issued and delivered as follows:




	
 

	
 

	
 

	
 

	
 


	
Name(s) in Full

	
 

	
Addresses

	
 

	
Number of 

  Shares


	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	


	
 

	


	
 

	






DATED this
______ day of _______________ . _____ .


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
SENTIENT (AUST) PTY. LTD.

	
 

	
 











- 2 -


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Per:

	
 

	
 

	
 


	
 

	
 

	
 

	


	
 

	
 


	
 

	
 

	
 

	
Authorized Signatory

	
 

	
 











SCHEDULE “C”

TRANSFER FORM


	
 

	
 


	
TO: 

	
NORSEMONT MINING INC. (the “Company”)


	
 

	
Suite
  402 – 750 West Pender Street


	
 

	
Vancouver,
  British Columbia, V6C 2T7


	
 

	
Facsimile: (604) 669-9768


	
 

	
 


	






FOR VALUE
RECEIVED, the undersigned hereby sells, transfers and assigns to __________________________, of _________________________________________________________
Warrants of the Company registered in the name of the undersigned on the
records of the Company represented by the attached certificate, and irrevocably
appoints ____________________ as the attorney of the undersigned to transfer
the said securities on the books or register of transfer with full power of
substitution.


DATED the
_________ day of ________________________, ________.


	
 

	
 

	
 


	


	
 

	



	
Signature Guaranteed by a Chartered Bank or 

	
 

	
(Signature
  of Warrantholder)


	
an eligible guarantor institution with

	
 

	
 


	
membership in an approved signature

	
 

	



	
guarantee medallion program.

	
 

	
(Print Name)


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
(Print
  Address)


	
 

	
 

	
 


	
 

	
 

	






In order to
effect a transfer of Warrants, the transferee must not be in the United States
or be a U.S. Person.


Instructions:


	
 

	
 


	
1.

	
Signature of
  the Warrant holder must be the signature of the person appearing on the face
  of this Warrant Certificate.


	
 

	
 


	
2.

	
If the
  Transfer Form is signed by a trustee, executor, administrator, curator,
  guardian, attorney, officer of a corporation or any person acting in a
  fiduciary or representative capacity, the certificate must be accompanied by
  evidence of authority to sign satisfactory to the Company.


	
 

	
 


	
3.

	
The
  signature on the Transfer Form must be guaranteed by a Chartered Bank or an
  eligible guarantor institution with membership in an approved signature
  guarantee medallion program.


	
 

	
 


	
4.

	
Warrants
  shall only be transferable in accordance with applicable laws. The transfer
  of Warrants to a purchaser not resident in a designated province may result
  in the Common Shares obtained upon the exercise of the Warrants (whether
  after or before obtaining receipts for a final prospectus relating to the
  distribution of Common Shares upon exercise of Warrants) not being freely
  tradeable in the jurisdiction where such purchaser is resident.