6-K 1 dsm6kfeb2006.htm DESERT SUN MINING FORM 6K     OMB APPROVAL

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 6-K


REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934


For the Period February 2006

 

File No. 001-32267


Desert Sun Mining Corp.

(Name of Registrant)


65 Queen Street West, Suite 810, P.O. Box 67, Toronto, Ontario CANADA M5H 2M5

(Address of principal executive offices)


1.

Material Change Report and Press Release, January 25, 2006

2.

Notice of Meeting, February 14, 2006

3.

Press Release, February 22, 2006




Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F........ Form 40-F..XXX.......


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____


Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____


Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ..... No .XXX.


If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________


SEC 1815 (9-05)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.






FORM 51-102F3

MATERIAL CHANGE REPORT


Item 1 Name and Address of Company


Desert Sun Mining Corp.

65 Queen Street West

Suite 810

Toronto, Ontario

M5H 2M5


Item 2 Date of Material Change


January 25, 2006


Item 3 News Release


A Press Release was issued in Toronto, Ontario on January 25, 2006 and subsequently filed on SEDAR.


Item 4 Summary of Material Change


Desert Sun Mining Corp. announced an increase to mineral reserves of 25%


Item 5 Full Description of Material Change


See attached press release


Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102


N/A


Item 7 Omitted Information


None


Item 8 Executive Officer


Tony Wonnacott, Corporate Secretary (416) 861-5879


Item 9 Date of Report


February 15, 2006


DESERT SUN MINING CORP.

By: “Tony Wonnacott”

Name: Tony Wonnacott

Title: Corporate Secretary





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DESERT SUN INCREASES RESERVES AT JACOBINA BY 25% TO 1.5 MILLION OUNCES GOLD


DESERT SUN MINING CORP. (TSX:DSM, AMEX:DEZ) has increased mineral reserves by 25% through an updated mineral reserve estimate for its Jacobina Mine (João Belo Zone), Morro do Vento Mine, Morro do Vento Extension zone and Serra do Córrego zone. This increase is based on the updated estimates of Measured and Indicated mineral resources released on December 20, 2005.


Proven and probable mineral reserves in the Jacobina Mine (João Belo Zone) are now 13,220,000 tonnes grading 2.15 g Au/t containing 913,100 ounces of gold. Total Proven and Probable mineral reserves in all zones are now 21,580,000 tonnes grading 2.18 g Au/t containing 1,510,000 ounces as summarized in Table 1 below. This is an increase of 310,000 ounces from the August 2005 reserve estimate (see press release August 11, 2005).


This new reserve estimate is now being used in the Jacobina Mine development plan and increases mine life by over three years. A pre-feasibility study is currently in progress for the Canavieiras Mine, which has the potential to further increase reserves.


“This reserve increase represents another milestone in our growth plan as we head towards our target production of 250,000 ounces of gold in 2009,” commented Bruce Humphrey, President and Chief Executive Officer. “Other significant events coming up this year include completion of the Morro do Vento Extension pre-feasibility expansion study and the Canavieiras pre-feasibility study, both of which have the potential to make significant contributions to our reserves.”


“The 25% increase to 913,100 ounces from the August 2005 estimate of 727,000 ounces in Proven and Probable reserves for the Jacobina Mine – João Belo Zone – allows us to further extend the mine life of our primary ore zone,” commented Peter Tagliamonte, Vice President, Operations and Chief Operating Officer. “This new estimate at João Belo contains a contribution from the newly discovered FW (Footwall) Reef in the main ore zone. The exploration drilling program at João Belo in 2005 outlined inferred mineral resources totaling 1,235,000 ounces and our expectation is that a significant portion of this resource can eventually be upgraded to a reserve based on historical and recent experience.”


·  The mineral reserve estimate is set out in Table 1 below. The reserves were estimated using a gold price of US$400 per ounce and a block cutoff grade of 1.41 grams gold per tonne. Dilution and mining recovery rates appropriate for each zone were applied following established practices at the mine. Desert Sun has all operating permits in place for production. A NI 43-101 report on the updated mineral resources and mineral reserve estimate will be filed on SEDAR.




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“Desert Sun has a proven track record of successfully converting approximately 75% of Inferred resources into Indicated resources by further drilling,” commented Mr. Humphrey. “Based on operating experience, the conversion rate of Measured and Indicated resources to Proven and Probable reserves is typically about 75%.”


Assaying for the drilling program which defined the new indicated mineral resources in the Morro do Vento Extension zone was carried out by Lakefield Geosol, an ISO 9001, 2000 laboratory based in Brazil, using fire assay on 50 gram pulps. Check assaying is routinely carried out, by ALS Chemex in Vancouver, on 10% of sample pulps and 5% of sample rejects. Independent standard reference samples are also inserted at regular intervals into each batch of analyses. Security is maintained at the core logging and sampling facility. Dr. Bill Pearson, P.Geo. is the Qualified Person as defined under National Instrument 43-101 responsible for the scientific and technical work on the exploration program.


Assaying for the production drilling and channel sampling at the Jacobina Mine (João Belo zone) was carried out at the mine site laboratory which is an independent laboratory operated for the Jacobina mine by SGS Lakefield Geosol, an ISO 9001, 2000 laboratory based in Brazil, using fire assay on 50 gram pulps. Blanks, duplicates and independent standard reference samples are inserted at regular intervals into each batch of analyses. The mine laboratory uses the full SGS QA/QC protocols and participates in regular intra-laboratory checks. Security is maintained at the core logging and sampling facility. Peter Tagliamonte, P.Eng., is the Qualified Person as defined under National Instrument 43-101 responsible for all mining and engineering work at the Jacobina Mine. Dr. Bill Pearson, P.Geo. is the Qualified Person as defined under National Instrument 43-101 responsible for the geoscientific and technical work.


The Measured and Indicated resource estimate upon which these new reserve estimates are based was reviewed and confirmed by Terry Hennessey, P.Geo. of Micon International. Mr. Hennessey, who is an independent qualified person as defined under National Instrument 43-101 as reported in the press release dated December 20, 2005. The resource estimation methodology and classification used is the same as outlined in the August 2003 report by Mr. Hennessey filed on SEDAR. The updated mineral reserve estimate was completed by the DSM Mining Group at Jacobina under the direction of Mr. Tagliamonte, P.Eng., who is a Qualified Person, as defined by National Instrument 43-101. An NI 43-101 compliant report on the mineral reserves and mineral resources will be filed on SEDAR following the issue of this press release.





Desert Sun Mining is a Canadian gold mining company listed on the Toronto Stock Exchange and the American Stock Exchange with 100% ownership of the Jacobina Mine and the 155 km long Bahia Gold Belt in the state of Bahia, in northeastern Brazil. Proven and Probable mineral reserves in the Jacobina Mine area are 21,580,000 tonnes grading 2.18 g Au/t containing 1,510,000 ounces. As a result of Desert Sun’s exploration programs to date, Measured and Indicated resources total 27,900,000 tonnes grading 2.57g Au/t containing 2,311,000 ounces of gold and Inferred Resources total 33,600,000 tonnes grading 2.80g Au/t containing 3,029,000 ounces of gold. The mineral reserves are included within the Measured and Indicated mineral resources. For additional information, contact Naomi Nemeth, Vice President, Investor Relations at 416-861-5901 (info@desertsunmining.com) or visit Desert Sun’s website at www.desertsunmining.com.


Statements in this release that are not historical facts are "forward-looking statements" within the meaning of the U.S.  Private Securities Litigation Reform Act of 1995. Readers are cautioned that any such statements are not guarantees of future performance and that actual developments or results may vary materially from those in these "forwardlooking statements". This news release also uses the terms "measured resources", 'indicated resources' and 'inferred resources'. Desert Sun Mining Corp. advises investors that although these terms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. In addition, 'inferred resources' have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, or economic studies except for Preliminary Assessment as defined under 43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.








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Combination of Yamana and Desert Sun Creates

Leading Intermediate Gold Producer.


Toronto, Ontario, February 22, 2006 – Yamana Gold Inc. (Yamana) (TSX:YRI; AMEX:AUY; LSE (AIM):YAU) and Desert Sun Mining Inc. (DSM) (TSX: DSM;AMEX:DEZ) today announced a transaction which provides that Yamana will acquire all of the outstanding common shares of DSM in exchange for Yamana common shares. DSM shareholders will receive 0.6 of a Yamana common share for each DSM common share held. Based on the 5-Day weighted average of Yamana’s share price, the transaction price is C$5.47 per DSM common share, representing a premium of 21.1% over the 5-Day weighted average price of DSM’s common shares. DSM owns the long-life Jacobina gold mine in Bahia, Brazil near Yamana’s Fazenda Brasileiro mine and its C1 Santa Luz pre-feasibility project.


The transaction results in Yamana becoming a leading intermediate gold producer with the following profile:


·  Estimated annualized gold production of 450,000 ounces in 2006 increasing to 700,000 ounces in 2007 and to more than 800,000 ounces in 2008 from operating mines and mines under construction (includes expansion plan for Jacobina Mine proposed by Desert Sun and excludes near development stage projects held by Yamana)

·  Total resource base of approximately 11.6 million ounces of measured and indicated resources plus inferred resources of approximately 6.1 million ounces

·  Proven and probable reserves of approximately 7.6 million gold ounces (included in above measured and indicated resource total above)

·  Proven and probable copper reserves of approximately 2.3 billion pounds

·  Cash costs projected at US$270 per ounce of gold in 2006, with US$125 and US$115 per ounce of gold projected for 2007 and 2008, respectively

·  One of the largest Brazilian exploration land holdings with a significant presence in three major gold belts


The transaction provides the following anticipated benefits to Yamana and DSM

shareholders:


·  Creates an intermediate gold producer with one of the largest production growth profiles

·  Increases operational strength and management depth

·  Facilitates operational and administrative synergies

·  Results in a company with further growth potential from existing development-stage assets and better positioned to take advantage of additional acquisitions

·  Broadens shareholder base and increases share liquidity





The transaction is accretive to Yamana in terms of net asset value and longer-term earnings and cash flow per share. DSM shareholders will benefit from an attractive premium and the opportunity to participate in the future growth of the combined company.


Increased Profile


Peter Marrone, President and Chief Executive Officer of Yamana said, “In ourstrategic vision which we articulated in late 2005, our goal was to produce 750,000 ounces of gold by 2008. With this acquisition, we will exceed that goal. As a result of this increased production profile and with the advancement of our development-stage or near development-stage assets, we are now targeting production of 1.0 million ounces by 2008. The purchase of Desert Sun adds a large-scale, long-life operation to Yamana’s existing operations. The Jacobina Mine is near our existing operations in the State of Bahia in Brazil. The resulting synergies created by combining the Jacobina Mine with our existing operations in Bahia are tremendous. Further, the addition of the 150-km long Bahia Gold Belt’s exploration potential will contribute to further growth. With the new production profile, Yamana will be one of the largest intermediate producers with projected future cash costs among the lowest in the industry. Our combined market capitalization is well below that of our peers and so we see significant upside value in the shares of the combined company.”


Bruce Humphrey, President and Chief Executive Officer of Desert Sun said, “From the perspective of a Desert Sun shareholder, the transaction provides an attractive premium while still maintaining significant upside exposure.  Further, it provides diversification from being a one-mine company and it combines the strength of two respected operating teams. We are confident that Yamana’s shares represent good value and that we will participate in the upside through share ownership in the combined company.”


Summary of the Transaction


The acquisition of DSM will be completed by way of a court approved Plan of Arrangement whereby each DSM common share will be exchanged for 0.6 of a Yamana common share. All DSM options and warrants will become exercisable for common shares of Yamana based on the exchange ratio. As a result of the proposed transaction, the combined company will be held approximately 76% by existing Yamana shareholders and 24% by existing DSM shareholders. The total number of Yamana common shares outstanding would be approximately 262.1 million, on a pro forma basis after giving effect to Yamana’s previously announced acquisition of RNC Gold Inc. The transaction values DSM at approximately US$500 million on a non-diluted basis.


The acquisition has the unanimous approval of the Boards of Directors of Yamana and DSM. The Board of Directors of DSM, having received the unanimous recommendation of a special committee of directors, is recommending that holders of DSM common shares vote in favour of the transaction. GMP Securities L.P. provided an opinion to the special committee of the board of directors of DSM that the business combination is fair, from a financial point of view, to the holders of common shares of DSM. Yamana has agreed with DSM that Bruce Humphrey (DSM President and CEO) and Stan Bharti (DSM Chairman) will join its board of directors. It is expectedthat Yamana’s management team will be supplemented with the addition of certain officers from DSM to whom Yamana intends to extend offers of employment.


Commenting on management, Peter Marrone said, “We have a very capable management team and we welcome new additions to that team. The operational depth of the company will increase and better position us for further growth.”





The transaction is subject to all requisite regulatory and court approvals, third party consents and other conditions customary in transactions of this nature. The combination must be approved by at least two-thirds of the votes cast by shareholders of DSM at a meeting of holders of common shares of DSM.  The shareholder meeting is expected to be held on March 31, 2006, with the transaction anticipated to close shortly thereafter.


If the combination does not occur under certain circumstances, DSM has agreed to pay Yamana a break-fee of C$21.5 million.


Yamana’s financial advisor is National Bank Financial Inc. DSM’s financial advisor is Sprott Securities Inc. and its special committee of directors is being advised by GMP Securities L.P.


About Yamana


Yamana is a Canadian gold producer with significant gold production, gold and copper-gold development stage properties, exploration properties and land positions in all major mineral areas in Brazil. With the acquisition of RNC Gold, Yamana also owns two producing mines in Central America. Yamana expects to produce gold at intermediate company production levels in 2006 in addition to significant copper production by 2007. Company management plans to continue to build on this base through the advancement of its exploration properties and by targeting other gold consolidation opportunities in Brazil and elsewhere in Latin America.


About Desert Sun Mining


Desert Sun Mining is a Canadian gold mining company listed on the Toronto Stock Exchange and the American Stock Exchange with 100% ownership of the Jacobina Mine and the 155 km long Bahia Gold Belt in the state of Bahia, in northeastern Brazil.


Conference Call


A conference call is scheduled for Wednesday, February 22, 2006 at 10:00 a.m. Eastern time.


Call-in numbers:

Local and international: 416-644-3433

North American toll-free: 800-814-4859


A replay of this conference call will be available from Wednesday, February 22, 2006 (1:00 p.m.) until Wednesday, March 1, 2006. (11:59 p.m.)


Replay numbers:

Local and international: 416-640-1917 Passcode: 21168019#

North American toll-free: 877-289-8525 Passcode: 21168019#


A presentation providing further information on these transactions and on the business combination will also be available on Yamana’s and DSM’s web sites at www.yamana.com and www.desertsunmining.com, respectively.


Cautionary Statements


This news release contains “forward-looking statements”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 and similar Canadian legislation, concerning the business, operations and financial performance and condition of each of Yamana and DSM. Forwardlooking statements include, but are not limited to, statements with respect to estimated production, synergies and financial impact of the proposed transaction; the benefits of the proposed transaction and the development potential of Yamana’s and DSM’s properties; the future price of gold and copper; the estimation of mineral reserves and resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of exploration activities; permitting time lines and permitting, mining or processing issues; currency exchange rate fluctuations; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Yamana and DSM to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: unexpected events during construction, expansion and start-up; variations in ore grade, tones mined, crushed or milled; variations in relative amounts of refractory, nonrefractory and transition ores; delay or failure to receive board or government approvals; timing and availability of external financing onacceptable terms; the businesses of Yamana and DSM not being integratedsuccessfully or such integration proving more difficult, time consuming or costly than expected; not realizing on the anticipated benefits from theYamana/DSM transaction or not realizing on such anticipated benefits within the expected time frame; risks related to international operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and copper; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in the completion of development or construction activities, as well as those factors discussed in or referred to in the current annual Management’s Discussion and Analysis and current Annual Information Form of each of Yamana and DSM filed with the securities regulatory authorities in Canada and available at www.sedar.com, and Yamana’s and DSM’s Annual Report or Form 40-F filed with the United States Securities and Exchange Commission. Although management of each of Yamana and DSM has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements. Neither Yamana nor DSM undertakes to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.


Mineral resources which are not mineral reserves do not have demonstrated economic viability. Readers should refer to the respective Annual Information Forms of Yamana, DSM and RNC Gold Inc, each for the year ended December 31, 2004, and other continuous disclosure documents filed by each of Yamana, DSM and RNC Gold Inc. since January 1, 2005 available at www.sedar.com, for further information relating to the mineral resources and mineral reserves of Yamana, DSM and RNC Gold Inc.


Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: This news release uses the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.





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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.


Desert Sun Mining Corp.

(Registrant)


Dated: February 24, 2006

Signed: /s/  Tony Wonnacott

                   Tony Wonnacott,

                   Corporate Secretary