CB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form CB

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(AMENDMENT NO. 2)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering)	¨
Securities Act Rule 802 (Exchange Offer)	x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)	x
Exchange Act Rule 14e-2(d) (Subject Company Response)	¨
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)	¨

Norsemont Mining Inc.

(Name of Subject Company)

N/A

(Translation of Subject Company’s Name into English (if applicable))

British Columbia, Canada

(Jurisdiction of Subject Company’s Incorporation or Organization)

HudBay Minerals Inc.

(Name of Person(s) Furnishing Form)

Common Shares

(Title of Class of Subject Securities)

209677

(CUSIP Number of Class of Securities (if applicable))

Christopher Reynolds

Chief Financial Officer

Norsemont Mining Inc.

40 University Avenue

Toronto, Ontario, M5J 1T1, Canada

(416) 408-4088

(Name, Address (including zip code) and Telephone Number (including area code)

of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

January 24, 2011

(Date Tender Offer/Rights Offering Commenced)

This Amendment is furnished solely to furnish certain exhibits as indicated in Part II.

This Form CB is being furnished by HudBay Minerals Inc., a company governed by the laws of Canada (the “Offeror”), in connection with an offer to exchange for each common share of Norsemont Mining Inc. (“Norsemont”), company governed by the laws of the Province of British Columbia, without interest and less any required withholding taxes, at the election each Norsemont shareholder, (a) 0.2617 of a newly issued common share of the Offeror (an “Offeror Share”) and $0.001 in cash, or (b) cash in an amount that is greater than $0.001, not to exceed $4.50, and, if less than $4.50 in cash is elected, the number of Offeror Shares equal to the excess of $4.50 over such elected cash amount, divided by $17.19, subject, in each case, to pro-ration and rounding as described in the Circular attached hereto as Exhibit 1.1.

Part I – INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a)

Exhibit 1.1:	Offer to purchase all of the issued and outstanding Common Shares of Norsemont Mining Inc. by HudBay Minerals Inc. and Circular, dated January 24, 2011.*
Exhibit 1.2:	Directors’ Circular recommending acceptance of the offer to acquire all of the issued and outstanding Common Shares of Norsemont Mining Inc. by HudBay Minerals Inc., dated January 24, 2011.*
Exhibit 1.3:	Form of Guaranteed Delivery.*
Exhibit 1.4:	Form of Letter of Transmittal.*
Exhibit 1.5:	Notice of Extension.**

* Previously furnished on Form CB furnished with the Securities and Exchange Commission on January 25, 2011.

** Previously furnished on Form CB/A furnished with the Securities and Exchange Commission on March 3, 2011.

(b)

Not Applicable.

Item 2. Informational Legends

A legend complying with Rule 802(b) under the Securities Act of 1933, as amended, has been included in the Circular described in Exhibit 1.1 under the heading “Notice to Non-Canadian Residents” and the Notice of Extension described in Exhibit 1.5 under the heading “Notice to Non-Canadian Residents”.

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

Exhibit 2.1:	The material change report of HudBay Minerals Inc. dated January 24, 2011, reporting the distribution of the Offer and Circular to Norsemont Mining Inc.’s shareholders.*
Exhibit 2.2:	The press release dated January 24, 2011, announcing the distribution of the Offer and Circular to Norsemont Mining Inc.’s shareholders.*
Exhibit 2.3:	The Annual Information Form of the Offeror dated March 31, 2010.*
Exhibit 2.4:	The annual audited consolidated financial statements for the year ended December 31, 2009, including consolidated balance sheets as at December 31, 2009 and December 31, 2008 and the consolidated statements of earnings, cash flows, retained earnings and comprehensive income (loss) for the years ended December 31, 2009 and December 31, 2008 and related notes, together with the auditors’ report thereon, contained therein.*
Exhibit 2.5:	The management’s discussion and analysis for the annual audited consolidated financial statements for the year ended December 31, 2009.*

Exhibit 2.6:	The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2010, together with the notes thereto.*
Exhibit 2.7:	The management’s discussion and analysis for the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2010.*
Exhibit 2.8:	The material change report dated August 6, 2010 announcing a full commitment to the development of a mine at the Offeror’s 100% owned Lalor project near Snow Lake, Manitoba.*
Exhibit 2.9:	The material change report dated June 22, 2010 announcing the appointment of Mr. David Garofalo as President and Chief Executive Officer and to the board of directors.*
Exhibit 2.10:	The material change report dated January 13, 2011 announcing that the Offeror entered into the Support Agreement and the Offeror’s intention to make the Offer.*
Exhibit 2.11:	The management information circular dated May 14, 2010 in connection with the annual meeting of shareholders held on June 24, 2010.*
Exhibit 2.12:	The press release dated March 2, 2011 announcing the extension of the offer period.**
Exhibit 2.13:	The material change report dated March 3, 2011 announcing the extension of the offer period.**
Exhibit 2.14:	The early warning report dated March 3, 2011 announcing the extension of the offer period.**
Exhibit 2.15:	The press release dated March 16, 2011 announcing the results of the offer.
Exhibit 2.16:	The early warning report dated March 16, 2011 announcing the results of the offer.

* Previously furnished on Form CB furnished with the Securities and Exchange Commission on January 25, 2011.

** Previously furnished on Form CB/A furnished with the Securities and Exchange Commission on March 3, 2011.

PART III – CONSENT TO SERVICE OF PROCESS

Concurrently with the filing of the Form CB on January 25, 2011, the Offeror filed with the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X.

EXHIBIT INDEX

Exhibit Number		Description of Document
	1.1		—	Offer to purchase all of the issued and outstanding Common Shares of Norsemont Mining Inc. by HudBay Minerals Inc. and Circular, dated January 24, 2011.*
	1.2		—	Directors’ Circular recommending acceptance of the offer to acquire all of the issued and outstanding Common Shares of Norsemont Mining Inc. by HudBay Minerals Inc., dated January 24, 2011.*
	1.3		—	Form of Guaranteed Delivery.*
	1.4		—	Form of Letter of Transmittal.*
	1.5		—	Notice of Extension.**
	2.1		—	The material change report of HudBay Minerals Inc. dated January 24, 2011, reporting the distribution of the Offer and Circular to Norsemont Mining Inc.’s shareholders.*
	2.2		—	The press release dated January 24, 2011, announcing the distribution of the Offer and Circular to Norsemont Mining Inc.’s shareholders.*
	2.3		—	The Annual Information Form of the Offeror dated March 31, 2010 (incorporated by reference from Exhibit 99.3 to HudBay Minerals Inc.’s Form 40-F File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on October 19, 2010).
	2.4		—	The annual audited consolidated financial statements for the year ended December 31, 2009, including consolidated balance sheets as at December 31, 2009 and December 31, 2008 and the consolidated statements of earnings, cash flows, retained earnings and comprehensive income (loss) for the years ended December 31, 2009 and December 31, 2008 and related notes, together with the auditors’ report thereon, contained therein (incorporated by reference from Exhibit 99.1 to HudBay Minerals Inc.’s Form 40-F File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on October 19, 2010).
	2.5		—	The management’s discussion and analysis for the annual audited consolidated financial statements for the year ended December 31, 2009 (incorporated by reference from Exhibit 99.2 to HudBay Minerals Inc.’s Form 40-F File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on October 19, 2010).
	2.6		—	The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2010, together with the notes thereto (incorporated by reference from Exhibit 99.2 to HudBay Minerals Inc.’s Form 6-K File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on November 4, 2010).
	2.7		—	The management’s discussion and analysis for the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2010 (incorporated by reference from Exhibit 99.1 to HudBay Minerals Inc.’s Form 6-K File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on November 4, 2010).
	2.8		—	The material change report dated August 6, 2010 announcing a full commitment to the development of a mine at the Offeror’s 100% owned Lalor project near Snow Lake, Manitoba (incorporated by reference from Exhibit 99.23 to HudBay Minerals Inc.’s Form 40-F File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on October 19, 2010).
	2.9		—	The material change report dated June 22, 2010 announcing the appointment of Mr. David Garofalo as President and Chief Executive Officer and to the board of directors (incorporated by reference from Exhibit 99.24 to HudBay Minerals Inc.’s Form 40-F File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on October 19, 2010).
	2.10		—	The material change report dated January 13, 2011 announcing that the Offeror entered into the Support Agreement and the Offeror’s intention to make the Offer (incorporated by reference from Exhibit 99.1 to HudBay Minerals Inc.’s Form 6-K File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on January 14, 2011).

2.11	—	The management information circular dated May 14, 2010 in connection with the annual meeting of shareholders held on June 24, 2010 (incorporated by reference from Exhibit 99.20 to HudBay Minerals Inc.’s Form 40-F File No. 001-34244, submitted to the U.S. Securities and Exchange Commission on October 19, 2010).
2.12	—	The press release dated March 2, 2011 announcing the extension of the offer period.**
2.13	—	The material change report dated March 3, 2011 announcing the extension of the offer period.**
2.14	—	The early warning report dated March 3, 2011 announcing the extension of the offer period.**
2.15	—	The press release dated March 16, 2011 announcing the results of the offer.***
2.16	—	The early warning report dated March 16, 2011 announcing the results of the offer.***

* Previously furnished on Form CB furnished with the Securities and Exchange Commission on January 25, 2011.

** Previously furnished on Form CB/A furnished with the Securities and Exchange Commission on March 3, 2011.

*** Furnished herewith.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	HUDBAY MINERALS INC.
Date: March 17, 2011	By:	/s/ David S. Bryson
	Name:	David S. Bryson
	Title:	Senior Vice President and Chief Financial Officer

EX-2.15

Exhibit 2.15

News release

TSX, NYSE – HBM

2011 No. 15

HudBay Minerals Announces Expiry of Offer and Additional Take-up of Norsemont Mining Shares

Toronto, Ontario – March 16, 2011 – HudBay Minerals Inc. (“HudBay”) (TSX/NYSE: HBM) announced today that, upon the expiry of its offer dated January 24, 2011, as extended, it has taken up a further 8,166,835 common shares of Norsemont Mining Inc. (“Norsemont”) (TSX/BVL: NOM). As a result of taking up an aggregate of 112,802,186 shares deposited under the offer, HudBay currently owns approximately 98% of the issued and outstanding Norsemont common shares (calculated on a fully-diluted basis). As previously announced, HudBay intends to acquire all of the remaining Norsemont shares by compulsory acquisition under Section 300 of the Business Corporations Act (British Columbia).

HudBay will issue approximately 1.6 million common shares and pay approximately $9 million in cash for the additional Norsemont shares that were taken up following expiry of the offer. In aggregate, HudBay has issued approximately 22 million common shares and paid approximately $128 million for the Norsemont shares it acquired pursuant to the offer.

HudBay Minerals Inc.

HudBay Minerals Inc. (TSX:HBM) (NYSE:HBM) is a Canadian integrated mining company with assets in North, Central and South America principally focused on the discovery, production and marketing of base metals. The company’s objective is to maximize shareholder value through efficient operations, organic growth and accretive acquisitions, while maintaining its financial strength. A member of the S&P/TSX Composite Index and the S&P/TSX Global Mining Index, HudBay is committed to high standards of corporate governance and sustainability.

Forward-Looking Information

Certain of the statements made and information contained herein contain “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is prospective in nature and includes, but is not limited to, information with respect to the anticipated timing of the transaction and the anticipated impact of the transaction on HudBay. Forward-looking information is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of known and unknown risks and uncertainties and other factors, including, among other things, risks related to the offer, as well as those risk factors discussed in the take-over bid circular. Many of these assumptions are based on factors and events that are not within the control of HudBay and there is no assurance they will prove to be correct.

Although HudBay has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. HudBay does not undertake to update any forward-looking information, except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties in respect of the offer or HudBay, Norsemont or their financial or operating results or securities.

This news release does not constitute an offer to buy any securities or a solicitation of any vote or approval or a solicitation of an offer to sell any securities.

All amounts listed are in Canadian dollars unless otherwise indicated.

- 30 -

(HBM-G)

2

For more information, please contact:

John Vincic

Vice President, Investor Relations & Corporate Communications

HudBay Minerals Inc.

Tel: 416-362-0615

Email: john.vincic@hudbayminerals.com

Further Information for Norsemont Mining Shareholders:

Kingsdale Shareholder Services Inc.

Toll Free 1-800-775-3159 (English or French)

Outside North America, Bankers and Brokers

Call Collect: 416-867-2272

Facsimile: 416-867-2271, Toll Free Facsimile

1-866-545-5580

Email: contactus@kingsdaleshareholder.com

3

EX-2.16

Exhibit 2.16

REPORT UNDER NATIONAL INSTRUMENT 62-103

EARLY WARNING REPORT

The following information is filed pursuant to the provisions listed above under the applicable securities legislation:

1. The name and address of the offeror:

HudBay Minerals Inc. (“HudBay”)

Dundee Place

1 Adelaide Street East, Suite 2501

Toronto, Ontario M5C 2V9

2. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the reporting obligation, and whether it was ownership or control that was acquired in those circumstances.

Pursuant to HudBay’s offer dated January 24, 2011, as extended on March 1, 2011 (the “Offer”) to purchase all of the outstanding common shares (“Norsemont Shares”) of Norsemont Mining Inc. (“Norsemont”), including all Norsemont Shares issued after the date of the Offer but before the expiry of the Offer upon the exercise, exchange or conversion of convertible securities of Norsemont, on March 15, 2011, HudBay took up and accepted for payment 8,166,835 Norsemont Shares validly deposited under the Offer, representing approximately 7.0% of the Norsemont Shares then outstanding (calculated on a fully-diluted basis).

3. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the reporting obligation.

The 8,166,835 Norsemont Shares taken up by HudBay on March 15, 2011, together with the 104,635,351 Norsemont Shares taken up by HudBay on March 1, 2011 and the 1,355,000 Norsemont Shares already owned by HudBay, represent approximately 98% of the outstanding Norsemont Shares (calculated on a fully-diluted basis).

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in item 3 over which:

(i) The offeror, either alone or together with any joint actors, has ownership and control.

See item 3 above.

(ii) The offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor.

N/A

(iii) The offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

N/A

5. The name of the market in which the transaction or occurrence that gave rise to the reporting obligation took place.

N/A

6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the reporting obligation.

The Norsemont Shares were acquired by HudBay pursuant to the Offer for consideration per Norsemont Share of, at the election of each Norsemont shareholder, either: (a) 0.2617 of a HudBay common share and $0.001 in cash, or (b) cash in an amount that is greater than $0.001, not to exceed $4.50, and, if less than $4.50 in cash is elected, the number of HudBay common shares equal to the excess of $4.50 over such elected cash amount, divided by $17.19, subject, in each case, to pro-ration and rounding as set out in the Offer.

HudBay will issue approximately 1.6 million common shares and pay approximately $9 million in cash for the 8,166,835 Norsemont Shares taken up on March 15, 2011 pursuant to the Offer.

7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the reporting obligation, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

HudBay intends to acquire all of the outstanding Norsemont Shares pursuant to the Offer and any second step transaction effected in connection therewith.

8. The general nature and the material terms of any agreement other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the reporting obligation, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

On January 9, 2011, HudBay entered into a support agreement (the “Support Agreement”) with Norsemont, pursuant to which HudBay agreed to make the Offer, subject to the terms and conditions of the Support Agreement. On January 9, 2011, HudBay also entered into lock-up agreements (the “Lock-Up Agreements”) with certain officers, directors and other shareholders of Norsemont (the “Locked-Up Parties”) holding an aggregate of approximately 35% of the then outstanding Norsemont Shares (calculated on a fully-diluted basis), pursuant to which the Locked-Up Parties agreed to tender their Norsemont Shares to the Offer. Copies of the Support Agreement and Lock-Up Agreements have been filed with the Canadian securities regulators and are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

On March 1, 2011, by notice to Kingsdale Shareholder Services Inc., the depositary under the Offer, HudBay extended the expiry time of the Offer from 5:00 p.m. (Toronto time) on March 1, 2011 to 5:00 p.m. (Toronto time) on March 15, 2011. A notice of extension was mailed to Norsemont shareholders and filed with the Canadian securities regulators and is available on SEDAR at www.sedar.com.

9. The names of any joint actors in connection with the disclosure required by Appendix E to National Instrument 62-103.

N/A

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror.

See item 6 above.

11. If applicable, a description of any change in any material fact set out in a previous report by the entity under National Instrument 62-103 in respect of the reporting issuer’s securities.

N/A

12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.

N/A

DATED this 16^th day of March 2011.

HUDBAY MINERALS INC.
Per:	(signed) David S. Bryson
	Name:	David S. Bryson
	Title:	Senior Vice President and Chief Financial Officer