Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF
CLIFFORD M. JAMES, NEIL D.S. WESTOLL,
WILFRID A. LOUCKS, JAN R. HOREJSI AND RONALD J. SIMPSON
STATEMENT OF ALLEGATIONS OF STAFF
OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission ("Staff") make the following allegations:

1. Rift Resources Ltd. ("Rift") is incorporated under the laws of Canada. Rift is areporting issuer in Ontario. Shares of Rift trade on the CDNX.

2. Each of Clifford M. James, Neil D.S. Westoll, Wilfrid A. Loucks, Jan R. Horejsi andRonald J. Simpson (individually, a "Respondent" and collectively, the"Respondents") is, or was during the financial year of Rift ended December 31,1999 a director, officer, significant shareholder (beneficial ownership of 10% ormore of the voting rights of Rift) or individual that has, or may have, access tomaterial undisclosed information.

3. Rift failed to file annual financial statements for its financial year ended December31, 1999 (the "Financial Statements") on or before May 19, 2000, contrary tosubsection 78(1) of the Securities Act (Ontario).

4. By virtue of his/her/its relationship, each Respondent has, or may have access to,information regarding the affairs of Rift that has not been generally disclosed.

5. It would be prejudicial to the public interest to allow the Respondents to trade in thesecurities of Rift until such time as all disclosure required by Ontario securities lawhas been made by Rift.

6. It is therefore in the public interest for the Commission to order that all trading,whether direct or indirect, in the securities of Rift by the Respondents cease untilsuch time as Rift has made all filings it is required to make under Ontario securitieslaw.