Exhibit 10.1


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 EXECUTIVE GP 1, LIMITED (for General Partner
of Sentient Global Resources Fund 1, L.P.) of 3rd Floor Harbour Centre, George Town, Grand Cayman,
Cayman Islands, B.W.I. is entitled to purchase up to 1,438,075
(One Million Four Hundred Thirty Eight Thousand and Seventy 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 1,438,075 (One Million Four Hundred Thirty Eight Thousand and
  Seventy 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 1,438,075 (One Million Four Hundred Thirty Eight
Thousand and Seventy 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 EXECUTIVE GP 1, LIMITED

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
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.