Exhibit 10.4


UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE
NOVEMBER 20, 2007.


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 24, Australia Square, 264 George Street, Sydney NSW2000 Australia is entitled to
purchase up to 111,402 (One Hundred Eleven Thousand Four Hundred and
Two) 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 111,402 (One Hundred Eleven Thousand Four Hundred
  and Two) common shares may be purchased at any time up to 4:30
  p.m., Vancouver time, on July 19, 2009;


	
 

	
 


	
(b)

	
the exercise price is $1.95 (CDN) per share;


	
 

	
 


	
(c)

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


	
 

	
 


	
(d)

	
this Warrant is
  transferable, 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 July, 2007.


NORSEMONT MINING INC.


	
 

	
 


	
Per:

	
 


	
 

	



	
 

	
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)

	
“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;


	
 

	
 


	
(b)

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


	
 

	
 


	
(c)

	
“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;


	
 

	
 


	
(d)

	
“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;


	
 

	
 


	
(e)

	
“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;


	
 

	
 


	
(f)

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


	
 

	
 


	
(g)

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


	
 

	
 


	
(h)

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


	
 

	
 


	
(i)

	
“TSX” means the Toronto
  Stock Exchange;


	
 

	
 


	
(j)

	
“Warrants” means the
  warrants of the Company issued pursuant hereto 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 111,402
(One Hundred Eleven Thousand Four Hundred and Two) 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 Transferable


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







- 3 -


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 common shares so subscribed for shall be issued as fully
  paid and non-assessable common shares of the Company, and the holder shall
  become the holder of record of such shares 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.


Section 4.09 – 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 







- 5 -


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 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 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.





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 shall, when so
directed by 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 













- 6 -


	
 

	
 


	
(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
  507 – 700 West Pender Street
Vancouver,
  British Columbia, V6C 1G8
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.

  (AS TRUSTEE FOR SENTIENT 

  GLOBAL RESOURCES TRUST NO. 1)


	
 

	
 

	
 


	
 

	
Per: 

	
 


	
 

	
 

	



	
 

	
 

	
Authorized
  Signatory













SCHEDULE
“C”

TRANSFER FORM


	
 

	
 


	
TO: 

	
NORSEMONT
  MINING INC. (the “Company”)
Suite
  507 – 700 West Pender Street
Vancouver,
  British Columbia, V6C 1G8
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
  an eligible guarantor institution with membership in an approved signature
  guarantee medallion program.

	
 

	
(Signature
  of Warrantholder)


	
 

	
 


	
 

	



	
 

	
(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.