---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2017

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to
_______________

Commission file number 0-49869

AMARC RESOURCES LTD.(Exact name of Registrant as specified in its charter)

BRITISH COLUMBIA, CANADA(Jurisdiction
of incorporation or organization)

15th Floor, 1040 West Georgia StreetVancouver,
British Columbia, Canada, V6E 4H1(Address of principal
executive offices)

Luqman Khan, Chief Financial Officer Facsimile No.:
604-684-8092 15th Floor, 1040 West Georgia StreetVancouver,
British Columbia, Canada, V6E 4H1(Name, Telephone, E-mail
and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section
12(b) of the Act:

Title of Each Class: Not
applicable          Name of each
exchange on which registered: Not applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common shares with no par value

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report:

145,424,061 common shares as of March 31, 2017

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

[   ] Yes     [X] No

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

[   ] Yes     [X] No

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[X] Yes     [   ] No

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- 2 -

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).

[   ] Yes     [   ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (check one):

|Large accelerated filer [   ] | Non-accelerated filer [X]  
|----------------------------- | ---------------------------
|Accelerated filer [   ]       | Emerging growth company [X]

If an emerging growth company, indicate by check  mark if the registrant has elected not to use the extended transition period  for complying with any new or revised financial accounting standards provided  pursuant to Section 13(a) of the Exchange Act. [    ]

Indicate by check mark which basis of accounting the registrant
  has used to prepare the financial statements included in this filing:

|U.S.GAAP [   ] | International Financial Reporting Standards as
    issued  | Other [   ]
|-------------- | ---------------------------------------------------------- | -----------
|               | by the International Accounting Standards
      Board  [X] |            

If "Other" has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow:

Item 17 [   ]     Item 18
[   ]

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[   ] Yes     [X] No

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TABLE OF CONTENTS

|ITEM
      1   | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 7 
|-------------- | ---------------------------------------------------------------------------------- | --
|               |                                                                                    |   
|ITEM
      2   | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 8 
|               |                                                                                    |   
|ITEM
      3   | KEY
      INFORMATION                                                              | 8 
|               |                                                                                    |   
|ITEM
      4   | INFORMATION
      ON THE COMPANY                                                   | 14
|               |                                                                                    |   
|ITEM
      4A  | UNRESOLVED
      STAFF COMMENTS                                                    | 35
|               |                                                                                    |   
|ITEM
      5   | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 36
|               |                                                                                    |   
|ITEM
      6   | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 41
|               |                                                                                    |   
|ITEM
      7   | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 52
|               |                                                                                    |   
|ITEM
      8   | FINANCIAL
      INFORMATION                                                        | 54
|               |                                                                                    |   
|ITEM
      9   | THE
      OFFER AND LISTING                                                        | 54
|               |                                                                                    |   
|ITEM
      10  | ADDITIONAL
      INFORMATION                                                       | 56
|               |                                                                                    |   
|ITEM
      11  | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 68
|               |                                                                                    |   
|ITEM
      12  | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 69
|               |                                                                                    |   
|ITEM
      13  | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 69
|               |                                                                                    |   
|ITEM
      14  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 69
|               |                                                                                    |   
|ITEM
      15  | CONTROLS
      AND PROCEDURES                                                      | 69
|               |                                                                                    |   
|ITEM
      16  | [RESERVED]                                                                         | 70
|               |                                                                                    |   
|ITEM
      16A | AUDIT
      COMMITTEE FINANCIAL EXPERT                                             | 70
|               |                                                                                    |   
|ITEM
      16B | CODE
      OF ETHICS                                                               | 70
|               |                                                                                    |   
|ITEM
      16C | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                       | 71
|               |                                                                                    |   
|ITEM
      16D | EXEMPTIONS
      FROM LISTING STANDARDS FOR AUDIT COMMITTEES                       | 71
|               |                                                                                    |   
|ITEM
      16E | PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 72
|               |                                                                                    |   
|ITEM
      16F | CHANGE
      IN REGISTRANT'S CERTIFYING ACCOUNTANT                                 | 72
|               |                                                                                    |   
|ITEM
      16G | CORPORATE
      GOVERNANCE                                                         | 72
|               |                                                                                    |   
|ITEM
      16H | MINE
      SAFETY DISCLOSURE                                                       | 72
|               |                                                                                    |   
|ITEM
      17  | FINANCIAL
      STATEMENTS                                                         | 72
|               |                                                                                    |   
|ITEM
      18  | FINANCIAL
      STATEMENTS                                                         | 72
|               |                                                                                    |   
|ITEM
      19  | EXHIBITS                                                                           | 72

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GENERAL

In this Annual Report on Form 20-F, all references to "we",
"Amarc" or the "Company" refer to Amarc Resources Ltd.

The Company uses the Canadian Dollar as its reporting currency.
All references in this document to "Dollars" or "$" are expressed in Canadian
Dollars ("CAD", "C$"), unless otherwise indicated. See also Item 3  Key
Information for more detailed currency and conversion information.

Except as noted, the information set forth in this Annual
Report is as of July 25, 2017 and all information included in this document
should only be considered correct as of such date.

GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

Induced Polarization ("IP") Survey
    A geophysical survey used to identify a feature that
      appears to be different from the typical or background survey results when
      tested for levels of electro-conductivity; IP detects both chargeable,
      pyrite-bearing rock and non-conductive rock that has a high content of
      quartz.Mineral Reserve
    Securities and Exchange Commission Industry Guide 7 -
      Description of Property by Issuers Engaged or to be Engaged in
      Significant Mining Operations(under the United States
      Securities Exchange Act of 1934, as amended) defines a "reserve" as that
      part of a mineral deposit which could be economically and legally
      extracted or produced at the time of the reserve determination. Reserves
      consist of:(1) Proven (Measured) Reserves. Reserves for which: (a)
      quantity is computed from dimensions revealed in outcrops, trenches,
      workings or drill holes; grade and/or quality are computed from the
      results of detailed sampling; and (b) the sites for inspection, sampling
      and measurement are spaced so closely and the geologic character is so
      well defined that size, shape, depth and mineral content of reserves are
      well-established.(2) Probable (Indicated) Reserves. Reserves for which
      quantity and grade and/or quality are computed from information similar to
      that used for proven (measured) reserves, but the sites for inspection,
      sampling and measurement are farther apart or are otherwise less
      adequately spaced. The degree of assurance, although lower than that for
      proven (measured) reserves, is high enough to assume continuity between
      points of observation.As a reporting issuer under the Securities Acts of
      British Columbia and Alberta, the Company is subject to National
      Instrument 43-101 - Standards of Disclosure for Mineral Projectsof the Canadian Securities Administrators. Securities and Exchange
      Commission Industry Guide 7, as interpreted by Securities and Exchange
      Commission Staff, applies standards that are different from those
      prescribed by National Instrument 43-101 in order to classify
      mineralization as a reserve. Under the standards of the Securities and
      Exchange Commission, mineralization may not be classified as a "reserve"
      unless the determination has been made that the mineralization could be
      economically and legally produced or extracted at the time the reserve
      determination is made. Among other things, all necessary permits would be
      required to be in hand or issued imminently in order to classify
      mineralized material as reserves under Securities and Exchange Commission
      Industry Guide 7. Accordingly, mineral reserve estimates established in
      accordance with National Instrument 43-101 may not qualify as "reserves"
      under SEC standards. The Company does not currently have any mineral
      deposits that have been classified as reserves.Mineral Resource
    National Instrument 43-101 adopts definitions of the
      Canadian Institute of Mining, Metallurgy and Petroleum. A "Mineral
      Resource" is a concentration or occurrence of solid material of economic
      interest (such as diamonds, base and precious metals, coal, and industrial
      minerals) in or on the Earths crust in such form, grade or quality and
      quantity that there are reasonable prospects for eventual economic
      extraction. The location, quantity, grade or quality, continuity and other
      geological characteristics of a Mineral Resource are known, estimated or
      interpreted from specific geological evidence and knowledge, including
      sampling. Modifying Factors are considerations used to convert Mineral
      Resources to Mineral Reserves and include, but are not restricted to,
      mining, processing, metallurgical, infrastructure, economic, marketing,
      legal, environmental, social and governmental factors.


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Mineral Resources are sub-divided into Inferred,
      Indicated and Measured categories. An Inferred Mineral Resource has a
      lower level of confidence than an Indicated Mineral Resource and an
      Indicated Mineral Resource has a lower level of confidence than a Measured
      Mineral Resource. It cannot be assumed that all or any part of Measured
      Mineral Resources, Indicated Mineral Resources, or Inferred Mineral
      Resources will ever be upgraded to a higher category. It also cannot be
      assumed that any part of any reported Measured Mineral Resources,
      Indicated Mineral resources, or Inferred Mineral Resources is economically
      or legally mineable. Further, in accordance with Canadian rules, estimates
      of Inferred Mineral Resources cannot form the basis of pre-feasibility or
      feasibility studies, or in Life of Mine plans and cash flow models of
      developed mines; and can only be used in economic studies as provided
      under National Instrument 43-101.
      (1) An Inferred Mineral Resource is that part of a
      Mineral Resource for which quantity and grade or quality can be estimated
      on the basis of geological evidence and sampling. Geological evidence is
      sufficient to imply but not verify geological and grade or quality
      continuity. The estimate is based on limited information and sampling
      gathered through appropriate techniques from locations such as outcrops,
      trenches, pits, workings and drill holes.
      (2) An Indicated Mineral Resource is that part of a
      Mineral Resource for which quantity, grade or quality, densities, shape,
      and physical characteristics can be estimated with sufficient confidence
      to allow the application of Modifying Factors in sufficient detail to
      support mine planning and evaluation of the economic viability of the
      deposit. Geological evidence is derived from adequately detailed and
      reliable exploration and testing and is sufficient to assume geological
      and grade or quality continuity between points of observation. The nature,
      quality, quantity and distribution of data are such as to allow confident
      interpretation of the geological framework and to reasonably assume the
      continuity of mineralization.
      (3) A Measured Mineral Resource is that part of a Mineral
      Resource for which quantity, grade or quality, densities, shape, and
      physical characteristics can be estimated with sufficient confidence to
      allow the application of Modifying Factors to support mine planning and
      evaluation of the economic viability of the deposit. Geological evidence
      is derived from adequately details and reliable exploration and testing
      and is sufficient to assume geological and grade or quality continuity
      between points of observation. The nature, quality, quantity and
      distribution of data are such that the tonnage and grade or quality of the
      mineralization can be estimated to within close limits and that variation
      from the estimate would not significantly affect potential economic
      viability of the deposit.
      Industry Guide 7  Description of Property by Issuers
      Engaged or to be Engaged in Significant Mining Operationsof
      the Securities and Exchange Commission does not define or recognize
      resources. In addition, disclosure of resources using "contained ounces"
      is permitted under Canadian regulations; however, the SEC only permits
      issuers to report mineralization that does not qualify as a reserve as in
      place tonnage and grade without reference to unit measures.
      As used in this Form 20-F, "resources" are as defined in
      National Instrument 43-101. For the above reasons, information in the
      Company's publicly- available documents containing descriptions of the
      Company's mineral deposits may not be comparable to similar information
      made public by U.S. companies subject to the reporting and disclosure
      requirements under the United States federal securities laws and the rules
      and regulations thereunder.Mineral Symbols
    As  arsenic; Au  gold; Ag  silver; Cu  copper; Fe 
      iron; Hg  mercury; Mo  molybdenum; Na  sodium; Ni  nickel; O  oxygen;
      Pd  palladium; Pt  platinum; Pb  lead; S  sulphur; Sb  antimony; Zn 
      zinc.


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- 6 -

Net Smelter Return (NSR) Royalty
    Monies received for concentrate delivered to a smelter
      net of metallurgical recovery losses, transportation costs, smelter
      treatment-refining charges and penalty charges.Porphyry Deposit
    Mineral deposit characterized by widespread disseminated
      or veinlet-hosted sulphide mineralization, characterized by large tonnage
      and moderate to low grade.Vein
    A tabular or sheet-like mineral deposit with identifiable
      walls, often filling a fracture or fissure.


CURRENCY AND MEASUREMENT

All currency amounts in this Annual Report are stated in
Canadian Dollars unless otherwise indicated.

Approximate conversion of metric units into imperial
equivalents is as follows:

Metric Units
    Multiply by
    Imperial Unitshectares
    2.471
    = acresmeters
    3.281
    = feetkilometers
    3281
    = feetkilometers
    0.621
    = milesgrams
    0.032
    = ounces (troy)tonnes
    1.102
    = tons (short) (2,000 lbs)grams/tonne
    0.029
    = ounces (troy)/ton


FORWARD LOOKING STATEMENTS

The Annual Report on Form 20-F includes or incorporates by
reference certain statements that constitute forward-looking statements within
the meaning of the United States Private Securities Litigation Reform Act of
1995.

These statements appear in a number of places in this Form 20-F
and include statements regarding our intent, belief or current expectation and
that of our officers and directors. These forward-looking statements involve
known and unknown risks and uncertainties that may cause our actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. When used in this prospectus or in documents incorporated by
reference in this prospectus, words such as believe, anticipate, estimate,
project, intend, expect, may, will, plan, should, would,
contemplate, possible, attempts, seeks and similar expressions are
intended to identify these forward-looking statements. Any statements
incorporated herein, other than statements of historical facts may be deemed to
be forward-looking statements.

These forward-looking statements are based on various factors
and were derived utilizing numerous assumptions that could cause our actual
results to differ materially from those in the forward-looking statements.
Accordingly, investors are cautioned not to put undue reliance on these
forward-looking statements.

Assumptions used by the Company to develop forward-looking
statements include the following: Amarcs projects will obtain all required
environmental and other permits and all land use and other licenses, studies and
exploration of Amarcs projects will continue to be positive, and no geological
or technical problems will occur. Factors that could cause actual results to
differ materially from those in forward-looking statements include market
prices, potential environmental issues or liabilities associated with
exploration, development and mining activities, exploitation and exploration
successes, continuity of mineralization, uncertainties related to the ability to
obtain necessary permits, licenses and tenure and delays due to third party
opposition, changes in and the effect of government policies regarding mining
and natural resource exploration and exploitation, the exploration and
development of properties located within Aboriginal groups asserted territories
may affect or be perceived to affect asserted aboriginal rights and title, which may cause permitting delays or opposition by
Aboriginal groups, continued availability of capital and financing, and general
economic, market or business conditions.

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- 7 -

This list is not exhaustive of the factors that may affect any
of the Companys forward-looking statements or information. Forward-looking
statements or information are statements about the future and are inherently
uncertain, and actual achievements of the Company or other future events or
conditions may differ materially from those reflected in the forward-looking
statements or information due to a variety of risks, uncertainties and other
factors, including, without limitation, the risks and uncertainties described
above.

The Companys forward-looking statements and information are
  based on the assumptions, beliefs, expectations and opinions of management as of
  the date such statements are made. The Company will update forward-looking
  statements and information if and when, and to the extent, required by
  applicable securities laws. Readers should not place undue reliance on
  forward-looking statements. The forward-looking statements and information
contained herein are expressly qualified by this cautionary statement.

The Company advises investors that these cautionary remarks
expressly qualify, in their entirety, all forward-looking statements
attributable to Amarc or persons acting on the Company's behalf. The Company
assumes no obligation to update the Company's forward-looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting such statements. Investors should carefully review the cautionary
statements and risk factors contained in this and other documents that the
Company files from time to time with the Securities and Exchange Commission.

STATUS AS AN EMERGING GROWTH COMPANY

The Company is an "emerging growth company" as defined in
section 3(a) of the Exchange Act, and the Company will continue to qualify as an
"emerging growth company" until the earliest to occur of: (a) the last day of
the fiscal year during which the Company has total annual gross revenues of
US$1,000,000,000 (as such amount is indexed for inflation every 5 years by the
SEC) or more; (b) the last day of the Company's fiscal year following the fifth
anniversary of the date of the first sale of common equity securities pursuant
to an effective registration statement under the Securities Act; (c) the date on
which the Company has, during the previous 3-year period, issued more than
US$1,000,000,000 in non-convertible debt; or (d) the date on which the Company
is deemed to be a "large accelerated filer", as defined in Exchange Act Rule
12b2. Therefore, the Company expects to continue to be an emerging growth
company for the foreseeable future.

Generally, a registrant that registers any class of its
securities under section 12 of the Exchange Act is required to include in the
second and all subsequent annual reports filed by it under the Exchange Act, a
management report on internal control over financial reporting and, subject to
an exemption available to registrants that are neither an "accelerated filer" or
a "larger accelerated filer" (as those terms are defined in Exchange Act Rule
12b-2), an auditor attestation report on management's assessment of internal
control over financial reporting. However, for so long as the Company continues
to qualify as an emerging growth company, the Company will be exempt from the
requirement to include an auditor attestation report in its annual reports filed
under the Exchange Act, even if it were to qualify as an "accelerated filer" or
a "larger accelerated filer". In addition, auditors of an emerging growth
company are exempt from the rules of the Public Company Accounting Oversight
Board requiring mandatory audit firm rotation or a supplement to the auditor's
report in which the auditor would be required to provide additional information
about the audit and the financial statements of the registrant (auditor
discussion and analysis).

The Company has irrevocably elected to comply with new or
revised accounting standards even though it is an emerging growth company.

|ITEM 1 | IDENTITY OF DIRECTORS,
      SENIOR MANAGEMENT AND ADVISERS
|------ | -----------------------------------------------------------

|A. | DIRECTORS AND SENIOR
MANAGEMENT
|-- | -------------------------------

Not applicable.

|B. | ADVISERS
|-- | --------

Not applicable.

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- 8 -

|C. | AUDITORS
|-- | --------

Not applicable.

|ITEM 2 | OFFER STATISTICS AND
      EXPECTED TIMETABLE
|------ | ---------------------------------------------

Not applicable.

|ITEM 3 | KEY INFORMATION
|------ | ---------------

|A. | SELECTED FINANCIAL DATA
|-- | -----------------------

The following tables summarize selected financial data for
Amarc extracted from the Company's audited financial statements for related
fiscal years. The data should be read in conjunction with the Company's audited
financial statements included as an exhibit in this Annual Report.

The following table is derived from the financial statements of
the Company which have been prepared in accordance with and using accounting
policies in full compliance with International Financial Reporting Standards
("IFRS") issued by the International Accounting Standards Board ("IASB")
effective for each of the Company's fiscal year presented.

The following selected financial data is presented in thousands
of Canadian Dollars.

Statements of Financial Position Data

|($ 000s)                         |   | 2017    |   |   | 2016    |   |   | 2015    |   |   | 2014    |   |   | 2013    |  
|--------------------------------- | - | ------- | - | - | ------- | - | - | ------- | - | - | ------- | - | - | ------- | -
|Equipment, net                    | $ |        |   | $ |        |   | $ |        |   | $ |        |   | $ | 1       |  
|Total assets                      |   | 1,112   |   |   | 1,096   |   |   | 1,755   |   |   | 5,306   |   |   | 7,644   |  
|Total liabilities                 |   | 1,521   |   |   | 1,438   |   |   | 1,279   |   |   | 105     |   |   | 460     |  
|Working capital surplus (deficit) |   | 419     |   |   | (312    | ) |   | 242     |   |   | 4,840   |   |   | 5,633   |  
|Share capital                     |   | 59,560  |   |   | 58,968  |   |   | 58,955  |   |   | 58,761  |   |   | 58,756  |  
|Reserves                          |   | 5,741   |   |   | 5,357   |   |   | 5,069   |   |   | 5,103   |   |   | 4,937   |  
|Accumulated deficit               |   | (65,709 | ) |   | (64,667 | ) |   | (63,548 | ) |   | (58,664 | ) |   | (56,509 | )
|Net assets (liabilities)          |   | (409    | ) |   | (341    | ) |   | 476     |   |   | 5,201   |   |   | 7,184   |  
|Shareholders' equity (deficiency) |   | (409    | ) |   | (341    | ) |   | 476     |   |   | 5,201   |   |   | 7,184   |  

Statements of Comprehensive Loss Data

|($ 000s, except per share amounts and number of shares) |   | 2017        |   |   | 2016        |   |   | 2015        |   |   | 2014        |   |   | 2013        |  
|-------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|Interest and other income                                | $ | (8          | ) | $ | (10         | ) | $ | (38         | ) | $ | (69         | ) | $ | (129        | )
|General and administrative expenses                      |   | 733         |   |   | 1,289       |   |   | 1,478       |   |   | 1,306       |   |   | 1,823       |  
|Exploration expenditures, net
      of METC              |   | 2,926       |   |   | 2,773       |   |   | 3,278       |   |   | 1,095       |   |   | 8,422       |  
|Contributions pursuant to IKE Option
      Agreement     |   | (2,933      | ) |   | (3,067      | ) |   |            |   |   |            |   |   |            |  
|Share-based payments                                     |   |            |   |   |            |   |   |            |   |   | 103         |   |   | 434         |  
|Other                                                    |   | 325         |   |   | 134         |   |   | 166         |   |   | (280        | ) |   | 6           |  
|Gain on sale of mineral
      property                   |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Flow-through shares premium                              |   |            |   |   |            |   |   |            |   |   |            |   |   | (130        | )
|Net loss for the year                                    |   | 1,043       |   |   | 1,119       |   |   | 4,884       |   |   | 2,155       |   |   | 10,426      |  
|Other comprehensive loss (income)                        |   | (8          | ) |   | 33          |   |   | 35          |   |   | (63         | ) |   | 55          |  
|Total comprehensive loss                                 | $ | 1,035       |   | $ | 1,152       |   | $ | 4,919       |   | $ | 2,092       |   | $ | 10,481      |  
|                                                         |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|Basic and diluted net loss
      per share               | $ | 0.01        |   | $ | 0.01        |   | $ | 0.04        |   | $ | 0.02        |   | $ | 0.08        |  
|Weighted average number of common shares outstanding     |   | 141,435,020 |   |   | 141,406,301 |   |   | 139,357,212 |   |   | 138,644,883 |   |   | 138,602,746 |  

Pursuant to SEC Release No. 33-8879 "Acceptance from Foreign
Private Issuers of Financial Statements Prepared in Accordance with
International Reporting Standards without Reconciliation to U.S. GAAP", the Company includes selected financial data prepared in
compliance with IFRS without reconciliation to U.S. GAAP.

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- 9 -

Currency and Exchange Rates

As of the date of this Annual Report, the average rate of
  exchange of the Canadian Dollar was US$1.00 = Canadian $1.25. Exchange rates
  published by the Bank of Canada are available on its website,
  www.bankofcanada.ca, are nominal quotations  not buying or selling rates
 and are intended for statistical or analytical purposes.

The following tables set out the exchange rates for the
conversion of Canadian Dollars into U.S. Dollars.

|                         |   | For year
      ended March 31     | 
|------------------------ | - | --------------------------------- | 
|                         |   | (Canadian Dollar per U.S. Dollar) | 
|                         |   | 2017                              | 
|End of period            | $ | 1.3322                            | 
|Average for the period   | $ | 1.3126                            | 
|High for the period      | $ | 1.3582                            | 
|Low
      for the period | $ | 1.2544                            | 

|Monthly High and Low Indicative Exchange Rate (Canadian Dollar
      per U.S. Dollar) |  
|------------------------------------------------------------------------------------- | -
|                                                                                      |  
|July 2017 (to the date of this Annual
      Report)                                   | $
|June 2017                                                                             | $
|May 2017                                                                              | $
|April 2017                                                                            | $
|March 2017                                                                            | $

|B. | CAPITALIZATION AND
INDEBTEDNESS
|-- | -------------------------------

Not applicable.

|C. | REASONS FOR THE OFFER AND USE OF
  PROCEEDS
|-- | -------------------------------------------

Not applicable.

|D. | RISK FACTORS
|-- | ------------

An investment in the Company's common shares is highly
speculative and subject to a number of risks. Only those persons who can bear
the risk of the entire loss of their investment should participate. An investor
should carefully consider the risks described below and the other information
that the Company furnishes to, or files with, the Securities and Exchange
Commission and with Canadian securities regulators before investing in the
Company's common shares. The risks described below are not the only ones faced
by the Company. Additional risks that management is aware of or that the Company
currently believes are immaterial may indeed become important factors that
affect the Company's business. If any of the following risks occur, or if others
occur, the Company's business, operating results and financial condition could
be seriously harmed and the investor may lose all of his investment.

Exploration and Mining Risks

Resource exploration, development, and operations are highly
speculative, characterized by a number of significant risks, which even a
combination of careful evaluation, experience and knowledge may not eliminate,
including, among other things, unprofitable efforts resulting not only from the
failure to discover mineral deposits but from finding mineral deposits which,
though present, are insufficient in quantity and quality to return a profit from
production. Few properties that are explored are ultimately developed into
producing mines. Unusual or unexpected formations, formation pressures, fires,
power outages, labour disruptions, flooding, explosions, cave-ins, landslides
and the inability to obtain suitable or adequate machinery, equipment or labour
are other risks involved in the operation of mines and the conduct of
exploration programs. The Company will rely on consultants and others for
exploration, development, construction and operating expertise. Substantial
expenditures are required to establish mineral resources and mineral reserves
through drilling, to develop metallurgical processes to extract the metal from
mineral resources, and in the case of new properties, to develop the mining and
processing facilities and infrastructure at any site chosen for mining.

---

- 10 -

No assurance can be given that minerals will be discovered in
sufficient quantities to justify commercial operations or that funds required
for development can be obtained on a timely basis. Whether a mineral deposit
will be commercially viable depends on a number of factors, some of which
are:

| | the particular attributes of the deposit, such
      as size, grade and proximity to infrastructure;                                                                                     
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                          
| | metal prices, which may be volatile, and are
      highly cyclical; and                                                                                                                  
|  |                                                                                                                                                                                          
| | government regulations, including regulations relating to
      prices, taxes, royalties, land tenure, land use, importing and exporting
      of minerals, and environmental protection.

The exact effect of these factors cannot accurately be
predicted, but the combination of these factors may result in the Company not
receiving an adequate return on invested capital.

The Company will carefully evaluate the political and economic
environment in considering any properties for acquisition. There can be no
assurance that additional significant restrictions will not be placed on the
Company's projects and any other properties the Company may acquire, or its
operations. Such restrictions may have a material adverse effect on the
Company's business and results of operation.

First Nations

Our properties are located within First Nations asserted
traditional territories, and the exploration and development of these properties
may affect, or be perceived to affect, asserted aboriginal rights and title,
which has the potential to manifest permitting delays or opposition by First
Nations communities.

The Company is working to establish positive relationships with
First Nations. As part of this process the Company may enter into agreements
commensurate with the stage of activity, with First Nations in relation to
current and future exploration and any potential future production. This could
impact any expected earnings.

Future Profits/Losses and Production Revenues/Expenses

The Company has no history of operations and expects that its
losses will continue for the foreseeable future. No deposit that has been shown
to be economic has yet been found on the Company's projects. There can be no
assurance that the Company will be able to acquire any additional properties.
There can be no assurance that the Company will be profitable in the future. The
Company's operating expenses and capital expenditures may increase in subsequent
years as needed consultants, personnel and equipment associated with advancing
exploration, development and commercial production of the Company's projects and
any other properties the Company may acquire are added. The amounts and timing
of expenditures will depend on:

| | the progress of ongoing exploration and
      development;                                                       
|- | -----------------------------------------------------------------------------------------------------------------
|  |                                                                                                                  
| | the results of consultants' analyses and
      recommendations;                                                  
|  |                                                                                                                  
| | the rate at which operating losses are
      incurred;                                                           
|  |                                                                                                                  
| | the execution of any joint venture agreements
      with strategic partners; and                                 
|  |                                                                                                                  
| | the acquisition of additional properties and
      other factors, many of which are beyond the Company's control.

The Company does not expect to receive revenues from operations
in the foreseeable future, if at all. The Company expects to incur losses unless
and until such time as the projects the Company advances, or any other
properties the Company may acquire, enter into commercial production and
generate sufficient revenues to fund its continuing operations.

The development of mineral properties will require the
commitment of substantial resources to conduct the time-consuming exploration
and development of the properties. There can be no assurance that the Company
will generate any revenues or achieve profitability. There can be no assurance
that the underlying assumed levels of expenses will prove to be accurate.

Additional Funding Requirements

The Company has limited working capital as at the current
reporting date.

Further exploration on, and development of, the Company's
projects will require additional resources and funding. The Company currently
does not have sufficient funds to fully develop these projects.

---

- 11 -

In addition, a positive production decision, if achieved, would
require significant funding for project engineering and construction.
Accordingly, the continuing development of the Company's properties will depend
upon the Company's ability to obtain financing through debt financing, equity
financing, the joint venturing of projects, or other means.

There is no assurance that the Company will be successful in
obtaining the required financing for these or other purposes, including for
general working capital.

Competitors in the Mining Industry

The mining industry is competitive in all of its phases,
including financing, technical resources, personnel and property acquisition. It
requires significant capital, technical resources, personnel and operational
experience to effectively compete in the mining industry. Because of the high
costs associated with exploration, the expertise required to analyze a project's
potential and the capital required to develop a mine, larger companies with
significant resources may have a competitive advantage over Amarc. Amarc faces
strong competition from other mining companies, some with greater financial
resources, operational experience and technical capabilities than those that
Amarc possesses. As a result of this competition, Amarc may be unable to
maintain or acquire financing, personnel, technical resources or attractive
mining properties on terms Amarc considers acceptable or at all.

Risks That Are Not Insurable

Hazards such as unusual or unexpected geological formations and
other conditions are involved in mineral exploration and development. Amarc may
become subject to liability for pollution, cave-ins or hazards against which it
cannot insure. The payment of such liabilities could result in increases in
Amarc's operating expenses which could, in turn, have a material adverse effect
on Amarc's financial position and its results of operations. Although Amarc
maintains liability insurance in an amount which it considers adequate, the
nature of these risks is such that the liabilities might exceed policy limits,
the liabilities and hazards might not be insurable against, or Amarc might elect
not to insure itself against such liabilities due to high premium costs or other
reasons. In these events, Amarc could incur significant liabilities and costs
that could materially increase Amarc's operating expenses.

Environmental Matters

All of the Company's operations will be subject to
environmental regulations, which can make operations more expensive or
potentially prohibit them altogether.

The Company may be subject to the risks and liabilities
associated with potential pollution of the environment and the disposal of waste
products that could occur as a result of its activities.

To the extent the Company is subject to environmental
liabilities, the payment of such liabilities or the costs that it may incur to
remedy environmental pollution would reduce funds otherwise available to it and
could have a material adverse effect on the Company. If the Company is unable to
fully remedy an environmental problem, it might be required to suspend
operations or enter into interim compliance measures pending completion of the
required remedy. The potential exposure may be significant and could have a
material adverse effect on the Company.

All of the Company's activities are or will be subject to
regulation under one or more environmental laws and regulations. Many of the
regulations require the Company to obtain permits for its activities. The
Company must update and review its permits from time to time, and is subject to
environmental impact analyses and public review processes prior to approval of
the additional activities. It is possible that future changes in applicable
laws, regulations and permits or changes in their enforcement or regulatory
interpretation could have a significant impact on some portion of the Company's
business, causing those activities to become economically unattractive at that
time.

Market for Securities and Volatility of Share Price

There can be no assurance that an active trading market in the
Company's securities will be established or sustained. The market price for the
Company's securities is subject to wide fluctuations. Factors such as
announcements of exploration results, as well as market conditions in the
industry, may have a significant adverse impact on the market price of the
securities of the Company. Shares of the Company are suitable only for those who
can afford to lose their entire investment. The stock market has from time to
time experienced extreme price and volume fluctuations, which have often been
unrelated to the operating performance of particular companies.

---

- 12 -

Conflicts of Interest

Certain of the Company's directors and officers may serve as
directors or officers of other companies or companies providing services to the
Company or they may have significant shareholdings in other companies.
Situations may arise where these directors and/or officers of the Company may be
in competition with the Company. Any conflicts of interest will be subject to
and governed by the law applicable to directors' and officers' conflicts of
interest. In the event that such a conflict of interest arises at a meeting of
the Company's directors, a director who has such a conflict will abstain from
voting for or against the approval of such participation or such terms. In
accordance with applicable laws, the directors of the Company are required to
act honestly, in good faith and in the best interests of the Company.

Payment of Dividends Unlikely

There is no assurance that the Company will pay dividends on
its shares in the near future. The Company will likely require all its funds to
further the development of its business.

Lack of Revenues; History of Operating Losses

The Company does not have any operational history or earnings
and has incurred net losses and negative cash flow from its operations since
incorporation. Although the Company will hope to eventually generate revenues,
significant operating losses are to be anticipated for at least the next several
years and possibly longer. To the extent that such expenses do not result in the
creation of appropriate revenues, the Company's business may be materially
adversely affected. It is not possible to forecast how the business of the
Company will develop.

General Economic Conditions

Market conditions and unexpected volatility or illiquidity in
financial markets may adversely affect the prospects of the Company and the
value of its shares.

Reliance on Key Personnel

The Company will be dependent on the continued services of its
senior management team, and its ability to retain other key personnel. The loss
of such key personnel could have a material adverse effect on the Company. There
can be no assurance that any of the Company's employees will remain with the
Company or that, in the future, the employees will not organize competitive
businesses or accept employment with companies competitive with the Company.

Furthermore, as part of the Company's growth strategy, it must
continue to hire highly qualified individuals. There can be no assurance that
the Company will be able to attract, assimilate or retain qualified personnel in
the future, which would adversely affect its business.

Changes in Government Rules, Regulations or Agreements, or
Their Application, May Negatively Affect the Companys Ownership Rights, Its
Access to or Its Ability to Advance the Exploration and Development of its
Mineral Properties

The government currently has in place or may in the future
implement laws, regulations, policies or agreements that may negatively affect
the Companys ownership rights with respect to its mineral properties or its
access to the properties. These may restrain or block the Companys ability to
advance the exploration and development of its mineral properties or
significantly increase the costs and timeframe to advance the properties.

If The Company Raises Additional Funding Through Equity
Financings, Then The Company's Current Shareholders Will Suffer Dilution.

The Company will require additional financing in order to
complete full exploration of the Company's mineral properties. Management
anticipates that the Company will have to sell additional equity securities
including, but not limited to, its common stock, share purchase warrants or some
form of convertible security. The effect of additional issuances of equity
securities will result in the dilution of existing shareholders' percentage
ownership interests.

---

- 13 -

The Company believes it is likely a "passive foreign
investment company" which may have adverse U.S. federal income tax consequences
for U.S. shareholders.

U.S. shareholders should be aware that the Company believes it
was classified as a passive foreign investment company ("PFIC") during one or
more previous tax years, and may be a PFIC in the current tax year and possibly
in subsequent tax years. If the Company is a PFIC for any tax year during a U.S.
shareholder's holding period, then such U.S. shareholder generally will be
required to treat any gain realized upon a disposition of common shares, or any
so-called "excess distribution" received on its common shares, as ordinary
income, and to pay an interest charge on a portion of such gain or
distributions, unless the shareholder makes a timely and effective "qualified
electing fund" election or a "mark-to-market" election with respect to the
common shares. A U.S. shareholder who makes a qualified electing fund election
generally must report on a current basis its share of the Company's net capital
gain and ordinary earnings for any tax year in which the Company is a PFIC,
whether or not the Company distributes any amounts to its shareholders. A U.S.
shareholder who makes the mark-to-market election generally must include as
ordinary income each year the excess of the fair market value of the common
shares over the taxpayer's basis therein. This paragraph is qualified in its
entirety by the discussion below under the heading "Certain United States
Federal Income Tax Considerations." Each U.S. shareholder should consult its own
tax advisor regarding the PFIC rules and the U.S. federal income tax
consequences of the acquisition, ownership, and disposition of common shares.

The Company's Shareholders Could Face Significant Potential
Equity Dilution.

Amarc has a share purchase option plan which allows the
management to issue options to its employees and non-employees based on the
policies of the Company. If further shares, options, or warrants are issued,
they will likely act as an upside damper on the trading range of the Company's
shares. As a consequence of the passage of time since the date of their original
sale and issuance, none of the Company's shares remain subject to any hold
period restrictions in Canada or the United States. The unrestricted resale of
outstanding shares from the exercise of dilutive securities may have a
depressing effect on the market for the Company's shares.

Penny Stock Classification Could Affect The Marketability Of
The Company's Common Stock And Shareholders Could Find It Difficult To Sell
Their Stock.

The penny stock rules in the United States require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.

Further, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These additional broker-dealer practices and
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for the Company's common shares in the United
States, and shareholders may find it more difficult to sell their shares.

The Company's Financial Statements Have Been Prepared
Assuming The Company Will Continue On A Going Concern Basis, But There Can Be No
Assurance That The Company Will Continue As A Going Concern.

The Companys financial statements have been prepared on the
basis that it will continue as a going concern. The Company has prioritized the
allocation of available financial resources in order to meet key corporate and
mineral development expenditure requirements in the near term. The costs
required to complete exploration and development of the Company's projects may
be well in excess of this amount. Accordingly, unless additional funding is
obtained, the going concern assumption may have to change. If Amarc is unable to
obtain adequate additional financing, the Company will be required to curtail
operations and exploration activities. Furthermore, failure to continue as a
going concern would require that Amarc's assets and liabilities be restated on a
liquidation basis which could differ significantly from the going concern basis.

---

- 14 -

Litigation

The Company is may in future be subject to legal proceedings.
If the Company is unable to resolve these matters favorably it may have a
material adverse effect of the Company.

|ITEM 4 | INFORMATION ON THE
      COMPANY
|------ | --------------------------------

|A. | HISTORY AND DEVELOPMENT OF THE
  COMPANY
|-- | ----------------------------------------

Incorporation

Amarc Resources Ltd. was incorporated on February 2, 1993,
pursuant to the Company Act (British Columbia, Canada) (the "BCCA"), as
"Patriot Resources Ltd." and changed its name on January 26, 1994 to "Amarc
Resources Ltd." The BCCA was replaced by the Business Corporations Act
(British Columbia) (the "BCA") in March 2004 and the Company is now governed by
the BCA.

Amarc became a public company or "reporting issuer" in the
Province of British Columbia on May 30, 1995. The common shares of Amarc were
listed (symbol  AHR) on the Vancouver Stock Exchange ("VSE") on August 4, 1995
and continue to trade on the TSX Venture Exchange ("TSX Venture"), formerly the
Canadian Venture Exchange, the successor stock exchange to the VSE.

Amarc commenced trading on the OTC Bulletin Board ("OTCBB") in
the United States in June 2004 under the symbol AXREF.

Offices

The head office of Amarc is located at 15th Floor, 1040 West
Georgia Street, Vancouver, British Columbia, Canada V6E 4H1, telephone (604)
684-6365, facsimile (604) 684-8092. The Company's registered office is in care
of its attorneys, McMillan LLP, 1500 Royal Centre P.O. Box 11117, 1055 West
Georgia Street, Vancouver, British Columbia, Canada V6E 4N7, telephone (604)
689-9111, fax (604) 685-7084.

Company Development

Amarc has been engaged in the acquisition and exploration of
mineral properties since its incorporation. The Company is currently actively
exploring a number of properties located in British Columbia, Canada. All of the
Company's mineral properties are at the exploration stage.

|B. | BUSINESS OVERVIEW
|-- | -----------------

Amarc is in the business of exploring and developing mineral
properties. The Company's exploration activities are primarily focused in
British Columbia, Canada, where it has assembled a portfolio of projects through
ground staking and option agreements. Exploration on these properties is aimed
at ascertaining whether the properties host commercially viable mineral
deposits.

British Columbia Mineral Tenure

On January 12, 2005, the Province of British Columbia adopted
an on-line mineral tenure system that includes mineral tenure acquisition and
tenure maintenance procedures, as well as a method of converting previous format
claims (legacy claims) to new format claims (cell claims). All of the Company's
mineral tenures have been converted to cell claims resulting in new tenure
numbers and marginally larger claim boundaries. The mineral claims are
maintained through the completion of exploration activities referred to as
"Assessment Work". The financial requirements related to this exploration work
are stated as $5 per hectare per year during the first two years following
location of the mineral claim, $10 per hectare per year during the third and
fourth years, $15 per hectare per year during the fifth and sixth years, and $20
per hectare per year for subsequent years. If the Assessment Work is not
completed, the mineral claims may be maintained by a cash payment, but if this
payment is not made before the forfeiture date, the tenure is relinquished. The
required payment to maintain a mineral claim for one year is double the value of
the Assessment Work for the particular year.

One other type of mineral tenure exists, called crown-granted
mineral claims, on which the perimeter has been physically surveyed.
Crown-granted mineral claims are maintained by paying taxes on an annual basis. Unlike mineral claims, the taxes can be paid late with
penalties and interest. If the taxes remain unpaid after a specified period of
time, the claims will revert to the Crown and will be subsequently made
available for acquisition by normal procedures.

---

- 15 -

Environmental Matters

Environmental matters related to mineral exploration companies
  in British Columbia are administered by the Ministry of Energy and Mines. The
  Company files notice of its work programs with the Ministry, and a bond is
  determined that will set aside sufficient cash to reclaim the exploration sites
  to their pre-exploration land use. Typically, no bond is required for
  exploration activities such as surface geological and geochemical surveys.
  However, a bond is required for activities such as machine work including
  drilling and also for blasting. The required reclamation involves leaving the
  site in an environmentally stable condition and grooming the sites to prevent
forest fire hazards.

Mineral Properties and Exploration Activities and Plans

1.2        OVERVIEW

Amarc is a mineral exploration and development company with an
experienced and successful management team focused on developing a new
generation of British Columbia (BC) porphyry copper mines. By combining strong projects and financing with successful
management, Amarc has created a solid platform to commence the value creation
life cycle of a mining exploration company.

Amarc is advancing its 100% owned IKE, DUKE and JOY porphyry
copper deposit districts, located in southern, central and northern BC,
respectively, each with proximity to industrial infrastructure, power, rail and
highways. These projects represent significant potential for the discovery of
important scale, porphyry copper-gold and copper-molybdenum deposits.

The 462 km2 IKE Project is located 33 km northwest
of the historical mining community of Gold Bridge. Over the last three years,
Amarc has made a significant new porphyry copper-molybdenum-silver discovery. It
completed over 12,000 metres of drilling in 21 wide-spaced core holes in the IKE
deposit that indicate the potential for extensive resource volumes which remain
open to expansion in all lateral directions and to depth. Extensive regional
surveys have also identified numerous porphyry copper (±molybdenum±silver±gold)
mineralized systems and deposit targets; all within 10 kilometres of IKE. Amarc
believes the IKE Project has the potential to possess the grades and tonnages to
develop into an important mining camp. Amarc has received all required permits
from the provincial government and has mobilized crews to the field for its 2017
drilling season.

---



- 16 -

Amarc has partnered with Hudbay Minerals Inc. (Hudbay) to
efficiently advance the IKE Project. Under the terms of the agreement Hudbay can
earn an initial 50% interest in the IKE Project by spending $40 million of
expenditures before December 31, 2020. Amarc is the current operator.

Amarcs DUKE deposit and an adjacent 190 km2 porphyry copper district is located 80 km northeast of Smithers, BC and 30
  kilometres north of former mines (Bell and Granisle) operated by Noranda Mines.
  The DUKE Project area is logging road accessible from Smithers or Fort St.
  James.

Historically, DUKE has been explored with surface geochemical
and geophysical surveys, as well as 30 shallow diamond drill holes. Many of the
holes drilled intersected significant lengths of porphyry
copper-molybdenum-silver-gold mineralization which remains open both laterally
and to depth. The surrounding district hosts multiple, second-order porphyry
copper deposit targets. Plans are to drill the DUKE deposit target in fall 2017.

Amarcs 72 km2 JOY mineral property is located 310
kilometres north of Mackenzie BC, and 25 kilometres north of the Kemess South
Mine site, where AuRico Resources recently secured a BC EA Certificate for its
Underground Project.

Past operators conducted prospecting-style work on the JOY
claims. Some 3,000 soil samples, 800 rock samples and 30 silt samples were
collected, but no drilling was done. The surface surveys clearly indicate a
number of substantial porphyry copper-gold and epithermal silver-gold deposit
targets across the JOY property, which are considered by Amarc to be a northern
extension to the prolific Kemess porphyry gold-copper district. Most
importantly, historical soil and rock sampling, along with a recent Amarc soil
survey, has revealed a regionally significant 7 km2 copper, gold,
molybdenum, silver and zinc geochemical anomaly, which potentially reflects a
large and shallowly buried porphyry copper-gold deposit.

The Company is planning to complete surface exploration surveys
including Induced Polarization (IP) and then drill test this exceptional
target in the current summer season.

Amarc is committed to working constructively with governments
and stakeholders towards the responsible development its projects, while
contributing to the sustainable development of local communities. Work programs
are planned to achieve high levels of environmental performance and local
benefits, including providing opportunities for employment, contracting and
training for local people. The Company is working hard to support government's
consultation duties to assist with timely and fair decision making. Amarc is
committed to meaningful and constructive engagement with First Nation
communities and favours comprehensive and progressive agreements at the early
discovery-stage of project development. The Company believes that the best
outcome is always achieved in the atmosphere of openness, constructive
discussions, and mutual respect from all interested parties.

The IKE and the Granite, Juno and Galore District
Properties (collectively the IKE Project)

Amarc has a 100% interest in the IKE, Granite, Juno and Galore
Properties which make up the IKE Project.

The IKE deposit discovery, together with the surrounding
district of additional prospective porphyry copper (±molybdenum±silver±gold)
targets that remain to be drill tested, have the potential to possess the grades
and tonnages necessary to develop into an important new BC mining camp. In
addition to the main IKE mineral property, Amarc has secured extensive mineral
claims in the region to cover these compelling deposit targets, as well as
potential infrastructure sites.

---



- 17 -

IKE Deposit

The IKE deposit is located approximately 33 kilometres
  northwest of the historical mining communities of Gold Bridge and Bralorne, in
  couth-central BC. Core drilling of the IKE deposit is located above tree line
  within large and barren cirques. Although current access to the site is by
  helicopter, there is good infrastructure in the region. Mainline logging roads
  leading northwest from Gold Bridge extend to within 13 km of the southern extent of the IKE property. Power,
  railways and highways are all available in the area of Gold Bridge and the
  regional towns of Lillooet and Pemberton.

At IKE, limited historical drilling indicated the presence of a
mineral system with characteristics that are favorable for the development of a
viable porphyry copper-molybdenum-silver deposit. Three key historical drill
holes (81-2, 11-1 and 11-2) spaced over 220 metres apart intercepted long
intervals of continuous, chalcopyrite and molybdenite mineralization with
encouraging grades. These intersections include: 116 metres of 0.44% copper
equivalent (CuEQ) comprising 0.29% Cu and 0.043% Mo; 182 metres of 0.41% CuEQ
comprising 0.31% Cu, 0.022% Mo and 1.9 g/t Ag; and 64 metres of 0.51% CuEQ,
comprising 0.37% Cu, 0.024% Mo and 4.7 g/t Ag. All three of these historical
holes ended in mineralization.

Over the last three years, Amarc has made a significant new
porphyry copper-molybdenum-silver discovery at IKE. All 21 wide-spaced core
holes drilled by Amarc at IKE (2014-9 holes; 2015-9 holes; 2016-3 holes for a
total of 12,360 metres) have intersected long intervals of chalcopyrite and
molybdenite mineralization, with grades that compare favourably to the range of
copper equivalent grades at operating BC porphyry copper mines. Copper,
molybdenum and silver mineralization has been intersected over an increasingly
broad area measuring 1,200 metres east-west by 1,000 metres north-south, and 875
metres vertically. The drilling indicates the potential for extensive resource
volumes which remain open to expansion in all lateral directions and to depth.
Notable the drilling completed to date has tested only a portion of the over 6
km2 IKE hydrothermal system. Highlights from the 2014, 2015 and 2016
drill programs include:


    247 metres of 0.41% CuEQ1@ 0.28%
      Cu, 0.030% Mo and 2.0 g/t Ag
    123 metres of 0.41% CuEQ @ 0.32% Cu, 0.017% Mo
      and 2.5 g/t Ag
    92 metres of 0.40% CuEQ @ 0.31% Cu, 0.020% Mo
      and 2.1 g/t Ag
    194 metres of 0.47% CuEQ @ 0.30% Cu, 0.046% Mo
      and 0.8 g/t Ag
    308 metres of 0.39% CuEQ @ 0.26% Cu, 0.032% Mo
      and 1.8 g/t Ag
    97 metres of 0.45% CuEQ @ 0.32% Cu, 0.030% Mo
      and 2.2 g/t Ag
    124 metres of 0.45% CuEQ @ 0.34% Cu, 0.022% Mo
      and 3.2 g/t Ag
    214 metres of 0.37% CuEQ @ 0.26% Cu, 0.023% Mo
      and 2.2 g/t Ag
    592 metres of 0.44% CuEQ @ 0.30% Cu, 0.032% Mo
      and 2.1 g/t Ag
    86 metres of 0.47% CuEQ @ 0.33% Cu, 0.032% Mo
      and 2.2 g/t Ag
    111 metres of 0.36% CuEQ @ 0.30% Cu, 0.010% Mo
      and 2.3 g/t Ag
    148 metres of 0.53% CuEQ @ 0.39% Cu, 0.030% Mo
      and 2.9 g/t Ag
    287 metres of 0.38% CuEQ @ 0.30% Cu, 0.017% Mo
      and 2.2 g/t Ag


1Copper equivalent (CuEQ) calculations use metal
prices: Cu US$2.25/lb, Mo US$8.00/lb and Ag US$17.00/oz. Metallurgical
recoveries and net smelter returns are assumed to be 100%.

---



- 18 -

Assay results from all of Amarc's 2014, 2015 and 2016 drill
  holes are summarized in the table below.. In addition, a drill plan, cross
  section, maps and further results are presented in the corporate presentation on
the Amarc website at http://www.amarcresources.com.

Like many major porphyry deposits, the IKE deposit formed in a
  very active, multi-stage hydrothermal system that was extensive and robust.
  Geological mapping and logging of diamond drill core at IKE indicate the deposit
  is hosted entirely by multi-phase intrusive rocks. Its overall geological
  setting is similar to that of many important porphyry belts along the Cordillera
  in North and South America. The footprint of the hydrothermal system at IKE is
  over six square kilometres.

At IKE, chalcopyrite and molybdenite mineralization occurs as
  fine to relatively coarse, mostly discrete grains, mainly as disseminations and
  less commonly in fractures and veins. Multi-element analyses have returned
  consistently and unusually low concentrations of metallurgically or
  environmentally deleterious elements. These characteristics, and the generally
  low concentrations of pyrite at IKE, suggest excellent potential to produce
  clean, good-grade copper and molybdenum concentrates by standard flotation
  processing.

---



- 19 -

IKE DISCOVERY TABLE OF 2014, 2015 and 2016 DRILL CORE ASSAY
RESULTS4

DrillHoleID
    Dip(°)
    Azim(°)
    EOH(m)
    **Incl.**
    From(m)
    To(m)
    **Int. 1,2****(m)**
    CuEQ**3**(%)
    Cu 
      (%)
    Mo 
      (%)
    Ag 
      (g/t)IK14001
    -45
    0
    742.2
    
    55.0
    213.7
    158.7
    0.37
    0.27
    0.020
    2.5242.0
    489.0
    247.0
    0.41
    0.28
    0.030
    2.0incl.
    242.0
    275.0
    33.0
    0.43
    0.35
    0.011
    4.1incl.
    284.6
    362.5
    77.9
    0.43
    0.31
    0.027
    2.0incl.
    372.9
    395.2
    22.3
    0.43
    0.25
    0.045
    1.7incl.
    404.1
    489.0
    84.9
    0.48
    0.30
    0.045
    1.7528.0
    634.6
    106.6
    0.28
    0.23
    0.009
    1.9IK14002
    -45
    100
    551.1
    
    57.3
    180.1
    122.8
    0.41
    0.32
    0.017
    2.5206.0
    494.6
    288.6
    0.39
    0.24
    0.038
    1.6incl.
    206.0
    440.0
    234.0
    0.42
    0.26
    0.040
    1.7and
    206.0
    364.0
    158.0
    0.44
    0.26
    0.046
    1.7and
    368.5
    440.0
    71.5
    0.40
    0.27
    0.031
    1.7521.7
    551.1
    29.4
    0.42
    0.15
    0.076
    0.6IK14003
    -60
    180
    419.4
    
    10.2
    102.0
    91.8
    0.40
    0.31
    0.020
    2.1282.0
    365.0
    83.0
    0.19
    0.08
    0.029
    0.7IK14004
    -50
    90
    388.6
    
    128.0
    189.0
    61.0
    0.27
    0.13
    0.036
    0.9IK14005
    -60
    0
    772.7
    
    32.0
    80.0
    48.0
    0.27
    0.23
    0.007
    1.4269.4
    552.3
    282.9
    0.43
    0.29
    0.038
    0.7incl.
    269.4
    463.2
    193.8
    0.47
    0.30
    0.046
    0.8602.9
    616.1
    13.2
    0.33
    0.29
    0.009
    0.6IK14006
    -45
    90
    681.8
    
    9.0
    75.0
    66.0
    0.25
    0.21
    0.008
    1.3124.0
    574.3
    450.3
    0.36
    0.24
    0.028
    1.7incl.
    124.0
    432.2
    308.2
    0.39
    0.26
    0.032
    1.8and
    124.0
    207.8
    83.8
    0.42
    0.31
    0.026
    2.2and
    216.4
    258.0
    41.6
    0.42
    0.30
    0.024
    2.8and
    381.9
    432.2
    50.4
    0.69
    0.35
    0.088
    1.8incl.
    441.9
    490.0
    48.1
    0.44
    0.27
    0.044
    1.8671.0
    681.8
    10.8
    0.33
    0.28
    0.007
    2.0IK14007
    -60
    90
    688.5
    
    7.9
    24.9
    17.0
    0.30
    0.22
    0.020
    1.1139.5
    167.0
    27.5
    0.24
    0.06
    0.051
    0.5223.0
    274.0
    51.0
    0.22
    0.05
    0.048
    0.5304.0
    411.9
    107.9
    0.23
    0.12
    0.030
    0.7IK14008
    -45
    90
    788.8
    
    135.4
    168.0
    32.6
    0.30
    0.24
    0.009
    2.0233.0
    258.5
    25.5
    0.33
    0.23
    0.023
    1.5278.1
    567.0
    288.9
    0.36
    0.27
    0.022
    1.6incl.
    287.7
    384.3
    96.6
    0.45
    0.32
    0.030
    2.2incl.
    418.7
    462.8
    44.0
    0.38
    0.31
    0.015
    1.8incl.
    484.0
    564.0
    80.0
    0.38
    0.30
    0.018
    1.6605.0
    648.0
    43.0
    0.25
    0.20
    0.012
    1.0IK14009
    -45
    270
    376.1
    
    10.5
    200.0
    189.5
    0.23
    0.16
    0.018
    1.1incl.
    10.5
    98.0
    87.5
    0.28
    0.20
    0.019
    1.4IK15010
    -45
    88
    615.0
    
    207.0
    417.0
    210.0
    0.40
    0.30
    0.018
    2.9incl.
    207.0
    268.0
    61.0
    0.40
    0.31
    0.016
    2.9incl.
    293.0
    417.0
    124.0
    0.45
    0.34
    0.022
    3.2and
    293.0
    358.0
    65.0
    0.53
    0.39
    0.028
    3.7and
    378.0
    417.0
    39.0
    0.41
    0.32
    0.016
    2.9


---



- 20 -

Drill 
      Hole 
      ID
    Dip 
      (°)
    Azim 
      (°)
    EOH 
      (m)
    **Incl.**
    From 
      (m)
    To 
      (m)
    Int. 1,2
        (m)
    **CuEQ3**
        (%)
    Cu 
      (%)
    Mo 
      (%)
    Ag 
      (g/t)444.0
    603.0
    159.0
    0.28
    0.22
    0.011
    2.1IK15011
    -45
    88
    486.3
    
    20.1
    60.0
    40.0
    0.42
    0.31
    0.023
    2.5IK15012
    -45
    88
    675.0
    
    213.0
    516.0
    303.0
    0.34
    0.25
    0.018
    2.1incl.
    213.0
    286.0
    73.0
    0.33
    0.28
    0.008
    2.2incl.
    301.9
    516.0
    214.2
    0.37
    0.26
    0.023
    2.2and
    301.9
    371.3
    69.4
    0.45
    0.32
    0.028
    3.0and
    423.0
    516.0
    93.0
    0.39
    0.29
    0.022
    2.0549.5
    558.0
    8.5
    0.47
    0.35
    0.026
    3.0IK15013
    -45
    88
    693.3
    
    33.0
    693.3
    660.3
    0.41
    0.28
    0.030
    2.0incl.
    75.0
    666.5
    591.5
    0.44
    0.30
    0.032
    2.1and
    75.0
    99.0
    24.0
    0.42
    0.24
    0.044
    1.9and
    129.0
    300.5
    171.5
    0.44
    0.32
    0.025
    2.2and
    435.5
    666.5
    231.0
    0.56
    0.37
    0.045
    2.7IK15014
    -45
    88
    480.9
    
    249.7
    335.2
    85.5
    0.47
    0.33
    0.032

    2.2IK15015
    -50
    268
    423.3
    
    312.3
    420.3
    108.0
    0.41
    0.15
    0.067
    1.5incl.
    312.3
    378.3
    66.0
    0.51
    0.19
    0.085
    1.9IK15016
    -45
    88
    483.3
    
    243.0
    369.3
    126.3
    0.27
    0.14
    0.031
    1.5incl.
    285.0
    360.3
    75.3
    0.29
    0.17
    0.029
    1.7IK15017
    -45
    88
    441.3
    
    15.0
    75.0
    60.0
    0.29
    0.26
    0.005
    1.6201.0
    355.7
    154.7
    0.30
    0.17
    0.031
    1.1incl.
    240.0
    355.7
    115.7
    0.33
    0.18
    0.039
    1.2IK15018
    -45
    88
    441.3
    
    138.0
    159.0
    21.0
    0.33
    0.25
    0.016
    1.5201.0
    312.4
    111.4
    0.36
    0.30
    0.010
    2.3incl.
    216.0
    288.3
    72.3
    0.43
    0.35
    0.013
    2.5and
    216.0
    243.3
    27.3
    0.51
    0.42
    0.015
    2.6471.3
    730.5
    259.2
    0.25
    0.20
    0.010
    1.3incl.
    471.3
    540.3
    69.0
    0.33
    0.25
    0.017
    1.8and
    651.3
    730.5
    79.2
    0.29
    0.23
    0.012
    1.5IK16019
    -45
    85
    477.0
    
    201.9
    222.0
    20.1
    0.27
    0.16
    0.022
    1.9IK16020
    -45
    85
    699.0
    
    123.0
    156.0
    33.0
    0.36
    0.27
    0.019
    1.8314.5
    462.0
    147.5
    0.53
    0.39
    0.030
    2.9549.0
    596.2
    47.2
    0.51
    0.20
    0.082
    2.5IK16021
    -45
    80
    747.0
    
    81.0
    126.0
    45.0
    0.26
    0.24
    0.003
    1.2174.0
    201.0
    27.0
    0.37
    0.25
    0.028
    2.3219.8
    288.0
    68.3
    0.32
    0.22
    0.019
    2.5340.3
    627.3
    287.0
    0.38
    0.30
    0.017
    2.2incl.
    340.3
    432.0
    91.7
    0.43
    0.30
    0.027
    2.7incl.
    479.1
    555.0
    75.9
    0.48
    0.39
    0.018
    2.3


Notes: 1Widths reported are drill widths, such
that the true thicknesses are unknown. 2All assay intervals
represent length weighted averages. 3Copper equivalent (CuEQ)
calculations use metal prices: Cu US$2.25/lb, Mo US$8.00/lb and Ag US$17.00/oz.
   Metallurgical recoveries and net smelter returns are assumed to
be 100%. 4Some figures may not sum exactly due to rounding.

---



- 21 -

IKE District Targets

Important-scale porphyry copper (± gold ± molybdenum ± silver)
deposit targets proximal to the IKE discovery were indicated by both Amarcs
exploration in 2014 and 2015, and reports from sporadic historical exploration
in the region by previous operators. During the 2016 field season, these targets
were evaluated by geochemical and geophysical surveys with the goal of
establishing and prioritizing porphyry copper deposit targets for drilling. In
addition, Amarc completed comprehensive regional geological mapping of the
central 130 km2 of the IKE district in order to fully comprehend the
overall mineral potential of the region.

The surveys have defined a number of significant porphyry
copper deposit targets and, in addition, potential precious metal epithermal
deposit targets. These deposit targets are located along, to a few km inboard
of, the contact of the northeastern margin of the Coastal Plutonic Complex
(CPC) with older volcano-sedimentary rocks. In general, porphyry,
porphyry-related and epithermal mineralization located closer to the CPC contact
tends to be more gold-bearing whereas deposits such as IKE that lie inboard of
the CPC contact are copper-molybdenum dominated.

Results from Amarcs district-wide, geophysical, geochemical
and geological surveys are presented in the Companys corporate presentation on
Amarcs website. Summary descriptions of the main district targets are provided
below.

Mad Major

The Mad Major porphyry copper target, located 6 kilometres east
of IKE, is associated with an approximately 10 km2
copper-molybdenum-tungsten geochemical anomaly, as compared to a similar style 6
km2anomaly at IKE. Within this target area, talus fines and rock
chip geochemical sampling have collectively defined an anomaly characterized by
high concentrations of copper and molybdenum, combined with anomalous
concentrations of tungsten and extensive potassic alteration. Like the IKE
deposit, copper mineralization is hosted by multiple intrusive phases. Notably,
continuous talus fines samples collected over a length of 3.5 kilometres across
the anomalous area returned copper concentrations in the range of 0.10% to
0.50%, and as high as 0.80% . Some 1 kilometre east of these talus fines, six
reconnaissance composite chip samples, each collected over lengths of
approximately 30 metres, returned copper results of 0.15% to 0.22% . The Mad
Major porphyry copper-molybdenum target is ready for exploration drilling.

OMG

The OMG porphyry copper deposit target is located just to the
north of Mad Major, and 5 kilometers northeast of IKE. This covered target is
characterized by a 4 kilometre by 3 kilometre oval-shaped magnetic low - a
unique feature that stands out and disrupts the regional magnetic trend. A 4
km2 IP chargeability anomaly is coincident with the magnetic low and
remains open to expansion. This intriguing magnetic low may well represent a
felsic intrusion or hydrothermal alteration; both features are prospective for
porphyry-style mineralization, especially given the coincident IP chargeability
anomaly, indicating the presence of sulphide mineralization.

---



- 22 -

Reconnaissance geochemical samples collected over this IP
chargeability anomaly have returned anomalous concentrations of copper,
molybdenum and silver. There is no historical drilling reported in the OMG area
and no rock outcrops have been noted. The geological setting, combined with the
results of Amarcs geophysical and geochemical surveys indicate an
important-scale, covered porphyry copper deposit target that is ready for
exploration drilling.

Rowbottom

The Rowbottom porphyry deposit target is located 4.5 kilometres
north-northwest of IKE and 2.5 kilometres south of the known Empress porphyry
copper-gold deposit. An historical estimate, not categorized as prescribed by
National Instrument 43-101, of about 10 million tonnes grading 0.61% Cu and 0.79
g/t Au was reported in 1991 for Empress. Sufficient work to classify the Empress
estimate as a current mineral resource or mineral reserve has not been completed
by a qualified person, and Amarc is not treating the historical estimate as
current.

Eleven historical percussion holes have been drilled in the
Rowbottom area and eight of these intercepted porphyry copper mineralization.
All of these holes were shallow (generally ± 60 metres) with a number of holes
terminating in mineralization. The best holes intersected 56 metres of 0.53%
CuEQ5 @ 0.41% Cu and 0.034% Mo, 55 metres of 0.35% CuEQ @ 0.25% Cu
and 0.028% Mo, and 88 metres of 0.38% CuEQ @ 0.36% Cu and 0.006% Mo. Notably,
although the historical drill samples were analysed only for copper and
molybdenum, the presence of gold in Amarcs surface samples indicates the
potential for the Rowbottom porphyry system to be gold-bearing.

In 2016an IP survey confirmed a chargeability anomaly measuring
1.3 kilometres by 1 kilometre outwards from the mineralized historical
percussion holes. This anomaly is unconstrained to the west. The Rowbottom
porphyry deposit target is ready for delineation drilling.

Quinn

Quinn is a newly emerging porphyry copper-gold-silver target
located between Rowbottom and the Empress deposit, where regional mapping
identified intermittently exposed copper mineralized felsic intrusions. Talus
fines and rock chip samples over this target area have defined an extensive
multi-element copper-gold-silver anomaly over an area of approximately 3
kilometres by 2 kilometres. Two reconnaissance composite chip samples collected
from outcrop, each over lengths of about 50 metres, grade 0.28% Cu and 0.08 g/t
Au and 0.32% Cu and 0.36 g/t Au. The Quinn target requires confirmation by
surface IP surveys, followed by exploration drilling.

Buzzer

The Buzzer porphyry copper-gold target is located 6 kilometres
north of IKE and 3.5 kilometres northwest of OMG. Historical drilling at Buzzer
has returned some significant intervals of copper, gold, silver and molybdenum,
including 65 metres of 0.60 CuEQ6 @ 0.34% Cu, 0.18 g/t Au, 6.2 g/t Ag
and 0.019% Mo, and 44 metres of 1.24% CuEQ @ 0.67% Cu, 0.50 g/t Au, 5.3 g/t Ag
and 0.045% Mo. Although this mineralization appears closed off by historical
drilling, IP surveys conducted by Amarc over a covered area 800 metres north of
the known Buzzer mineralization has defined an open-ended 2.5 kilometre long by
600 metre wide IP chargeability anomaly which is now ready for drill testing.

--------------------------------------------------

5Copper equivalent (CuEQ) calculations use metal
prices: Cu US$2.25/lb and Mo US$8.00/lb. Metallurgical recoveries and net
smelter returns are assumed to be 100%.6Copper equivalent (CuEQ) calculations use metal
prices: Cu US$2.25/lb, Au US$1,100/oz, Ag US$17.00/oz and Mo US$8.00/lb.
Metallurgical recoveries and net smelter returns are assumed to be 100%.

---



- 23 -

Mewtwo

At Mewtwo, an historical ASTER satellite survey outlined a
prominent, north-northwest trending zone of kaolinite-illite alteration
coincident with a rhyolite dyke swarm located west of the IKE deposit. Talus
fines and rock chip samples have outlined a 5.5 kilometre long
silver-lead-zinc±gold geochemical anomaly. Two selected rock grab samples in
this area returned 173 g/t and 505 g/t Ag. This extensive silver (± gold)
epithermal-style anomalous zone requires further exploration to determine its
importance.



Amarc is working with governments, First Nations and stakeholders
  toward the responsible development of the IKE Project, while protecting water
  and other natural resources in the project area and making contributions to the
  sustainability of local communities.

The Company is committed to progressive Health & Safety
protocols to protect the well-being of its employees and contractors. It has a
zero tolerance for alcohol and drugs. Amarcs specialized consultant, Jim
Douglas of Raven Rescue, contracted to review its Health & Safety program
stated: Amarcs culture of safety is truly impressive. Project Managers,
Supervisors, Contractors and Employees seem to be very well engaged.

The
  Companys commitment to regulatory compliance and environmental responsibility
  informs every aspect of its exploration activities, from program planning and
  permitting, through to exploration program implementation and reclamation. The
  Company employs a range of progressive practices to ensure that any impacts
  associated with the exploration activities are minor, localized and temporary.
  These practices have included, for example, full helicopter-support of all field
  programs in order to avoid drill road-building and stream crossings,
  environmental monitoring systems, water quality sampling and the plugging of all
  drill holes. In addition, Amarc has voluntarily cleaned up historical
  exploration camps abandoned by previous operators in the IKE region, removing
  waste materials by helicopter.

Amarc manages an ongoing program of outreach to local
communities, stakeholders and First Nations and advances an agenda that supports
the delivery of shared prosperity. In addition to one-on-one and small group
meetings, the Companys efforts include the provision of jobs, training
programs, contract opportunities, capacity funding and sponsorship of community
events.

---



- 24 -

Engagement with local First Nations has contributed to the
development of several capacity building programs consistent with Amarcs Local
Benefits Policy, including:

- Partnering with a First Nation to supply core boxes for the exploration
  program consistent with an Agreement signed between Amarc and a First Nation;
  and
- Collaboration on a Job Skills Workshop and a First Aid Training
  Certification initiative with another First Nation.

In addition, Aboriginal and local community members comprised
about 40% of Amarc site team in 2016, while approximately 70% of contracts let
were awarded to local and regional-based companies. The Company also sponsored
community events such as the Cariboo Aboriginal Youth Hockey Championship, and
assisted with enhancements to the Bralorne community baseball field.

Amarc favours establishing progressive agreements with local
First Nations that provide for shared decision making through project planning
committees and participation in the Board, ownership possibilities, and
meaningful economic benefits in relation to development of the IKE property.
Amarc desires to advance these comprehensive partnership discussions at the
earliest stages of project development based on a view that the best outcomes are achieved
in a climate of respect and mutual understanding, constructive dialogue and
common interest.

Amarc proactively supports governments duty to consult First
Nations, to contribute to meaningful engagement opportunities and facilitate
timely, fair and defensible permitting. After providing draft applications to
First Nations for a period of initial review and after a rigorous review process
by the provincial government, the Company in 2017 timely received two five-year,
area-based permits for exploration activities at the IKE Project prior to the
field season. A 300-hole drill permit and deemed authorization for 250
line-kilometres of IP surveys , provide Amarc with regulatory certainty and
operational flexibility at site. Amarc has mobilized crews to the field for the
2017 drilling season at IKE.

IKE District Property Agreements

The mineral claims comprising the Juno property were staked and
are owned 100% by Amarc.

The material terms of the former agreement with and the terms
under which Thompson Creek Metals Inc. (Thompson Creek) relinquished its
option to earn up to a 50% interest in the IKE Project, and the three mineral
property acquisition agreements relating to the IKE and district properties are
set out below. The remaining royalties held by the respective vendors referenced
have been capped or can be purchased by Amarc (in the $2 million to $4 million
range).

Agreement with Thompson Creek

On September 3, 2015 Amarc announced it entered into an
agreement (the "Agreement") with Thompson Creek (now a wholly owned subsidiary
of Centerra Gold Inc.) pursuant to which Thompson Creek may acquire, through a
staged investment process within five years, a 30% ownership interest in mineral
claims and crown grants covering the IKE copper-molybdenum-silver porphyry
deposit and the surrounding district. Under the terms of the Agreement, Thompson
Creek also has an option, after acquiring its 30% interest, to acquire an
additional 20% interest in the IKE Project, subject to certain conditions,
including the completion of a Feasibility Study.

Under the terms of the Agreement, Thompson Creek can earn an
initial 30% interest in the Project under a Stage 1 Option by funding $15
million of expenditures before December 31, 2019, of which $3 million for 2015
and the $2 million for 2016 have been funded. For each $5 million of project
expenditures funded, Thompson Creek will incrementally earn a 10% ownership
interest. As of July 14, 2016, Thompson Creek had funded $5 million in project
expenditures and as such had earned a 10% ownership interest in the IKE, Granite
and Juno properties and the right to earn a 10% interest in the Galore Property
(see below). Stage 1 Option expenditures can be accelerated by Thompson Creek at
its discretion. Amarc will remain as operator during the Stage 1 earn-in period.

---



- 25 -

If Thompson Creek fully exercises the Stage 1 Option, Thompson
Creek will have a one-time right under a Stage 2 Option to elect to earn an
additional 20% ownership interest in the IKE Project (for a total 50% ownership
interest). To fulfill its obligations under the Stage 2 Option, Thompson Creek
must commit to fund and complete a Feasibility Study for the IKE Project that
could serve as the basis for a decision by an internationally recognized
financial institution to finance the development of a mining project. This
Feasibility Study must be completed within a two-year period, which can be
extended to three years under certain conditions. While completing the
Feasibility Study work under the Stage 2 Option, Thompson Creek would also be
required to meet all other expenditures necessary to maintain and advance the
Project.

Thompson Creek will become operator upon initiation of the
  Stage 2 Option period, and will remain operator so long as it holds a 50%
  interest. When Thompson Creek has concluded itss earn-in period, the parties expect to form a joint venture to further develop the
  IKE Project provided that Thompson Creek earns a minimum 10% interest. Amarc
  will remain operator of the Project in the instance that Thompson Creek does not
  earn a 50% interest.

During both the Stage 1 and Stage 2 Option periods, Amarc will
retain a co-expenditure right, whereby it can fund at its discretion
additional expenditures on the IKE Project. Thompson Creek may elect to pay its
30% or 50% share of these additional expenditures upon completion of its Stage 1
Option and Stage 2 Option periods as the case may be, failing which its
ownership interest would be reduced. Under the co-expenditure right provision
of the Agreement, the maximum amount that Amarc can recover from Thompson Creek
on completion of the Stage 1 Option is capped at $6 million (i.e. 30% of $20
million). The maximum amount that Amarc can recover from Thompson Creek on
completion of the Stage 2 Option is capped at $10 million (i.e. 50% of $20
million).

On January 11, 2017 Amarc announced that Thompson Creek, having
been acquired by gold-focused Centerra Gold Inc., relinquished its option to
earn up to a 50% interest in the IKE Project. Thompson Creek having acquired a
10% participating interest in the IKE Project by investing $6 million in
exploration programs undertaken in 2015 and 2016, has elected to exchange its
participating interest for a 1% Conversion Net Smelter Royalty from mine
production; capped at a total of $5 million. As a result, Amarc has re-acquired
a 100% interest in the IKE Project.

Agreement with Hudbay

On July 6, 2017 Amarc announced it had entered into a Mineral
Property Farm-In Agreement (the Agreement) with Hudbay, pursuant to which
Hudbay may acquire, through a staged investment process, up to a 60% ownership
in the IKE Project.

Under the terms of the Agreement, Hudbay can earn an initial
49% ownership interest in the IKE Project under a Stage 1 Farm-in Right by
funding $25 million1of expenditures before December 31, 2020, of
which $3.3 million is committed for 2017.

---



- 26 -

Provided its Stage 1 Farm-in Right is exercised, Hudbay can,
pursuant to a Stage 2 Farm-in Right, elect to earn an additional 1% interest in
the Project (for a total 50% interest), by funding $15 million of additional
expenditures (for a total of $40 million), also before December 31, 2020.

Stage 1 and Stage 2 Farm-in expenditures can be accelerated by
  Hudbay at its discretion. Amarc will be the operator during the Stage 1 and
  Stage 2 periods. A Joint Venture (JV) will be formed when Hudbay has acquired
  a 49% interest in the Project.

Provided that Hudbay has exercised its Stage 2 Farm-in Right
  and acquired a 50% interest in the IKE Project, it can then elect to go forward
  via one of two paths.

First, Hudbay can replace Amarc as operator of the JV after it
  funds all project expenditures and completes a Feasibility Study for the IKE
  Project by December 31, 2025. Having gained operatorship, Hudbay can then choose
  to either go forward with Amarc in a 50/50 participating JV, or can instead
  elect to continue with its Farm-in (the Stage 3 Farm-in Right) to acquire an
  additional 10% interest in the IKE Project (for a total 60% interest). To
  exercise its Stage 3 Farm-in Right, Hudbay must fund all project expenditures
  required to submit a British Columbia Environment Assessment (EA) application
  for the IKE Project and, if applicable, a Canadian EA application, with the
  application(s) being accepted for review by December 31, 2026. In addition,
  Hudbay must also continue to fund all project expenditures until the necessary
  EA Certificate(s) are received. Following receipt of the EA Certificate(s), all
  IKE Project expenditures going forward will be shared by Hudbay and Amarc on a
  pro rata basis (Hudbay 60%/Amarc 40%) under the JV.

As a second alternative path, Hudbay can elect, after
  exercising its Stage 2 Farm-in Right, to proceed directly to the Stage 3 Farm-in
  Right, so immediately becoming the operator, and acquire a further 10% interest
  (for a total 60% interest) by, as above, submitting and having accepted for
  review a British Columbia EA application and, if applicable, a Canadian EA
  application, by December 31, 2026. Again in this instance, Hudbay must also fund
  all project expenditures until receipt of the necessary EA Certificate(s). As
  with the first path, following receipt of the EA Certificate(s), all IKE Project
  expenditures going forward will be shared by Hudbay and Amarc on a pro rata
  basis (Hudbay 60%/Amarc 40%) under the JV.

If Hudbay does not submit the EA application(s) by December 31,
2026, then Amarc will become operator again.

Hudbay has the right to defer either of its 2019 or 2020
expenditures, for a one-year period, subject to certain conditions. If this
deferral occurs, Amarc will have a co-expenditure right, whereby it can incur
and fund approved additional expenditures on the IKE Project up to the amount of
the deferred expenditures. Hudbay may elect to reimburse Amarc for these
additional expenditures, thereby retaining its interest in the Project.

---



- 27 -

Agreement with the Optionors

Amarc holds a 100% interest in the IKE property. In December
  2013, the Company entered into an Option and Joint Venture Agreement (the "IKE
  Agreement") with Oxford Resources Inc. ("Oxford"), whereby the Company acquired
  the right to earn an 80% ownership interest in the IKE property by making cash
  payments totaling $125,000, issuing 300,000 shares, and by incurring
  approximately $1.86 million in exploration expenditures on or before November
  30, 2015.

In July 2014 the IKE Agreement was amended and Oxford assigned
  all of its interest in the IKE property, and the underlying option agreement
  with respect to the IKE property, to Amarc and converted its ownership interest
  in the IKE property to a 1% Net Smelter Return (NSR) royalty in consideration
  of a $40,000 cash payment. The 1% NSR royalty can be purchased at any time for
  $2 million (payable in cash or common shares of Amarc at the Companys sole
  election). The maximum aggregate amount payable under the NSR is $2 million.

As a result of the foregoing, Amarc had the right to acquire a
  100% ownership interest in the IKE property directly from two unrelated
  individuals (formerly the underlying owners and now the Optionors) by making a
  cash payment of $40,000 (completed), issuing 100,000 shares (completed), and by
  incurring approximately $1.86 million in exploration expenditures (completed) on
  or before November 30, 2015.

The Optionors retain a 2% NSR royalty. Amarc has the right to
  purchase half of the royalty (1%) for $2 million ($1 million of which is payable
  in cash, Amarc common shares, or any such combination, at Amarc's discretion) at
  any time prior to commercial production. In addition, Amarc has the right to
  purchase the other half of the royalty (1%) for $2 million ($1 million of which
  is payable in cash, Amarc common shares, or any such combination, at Amarc's
  discretion) prior to December 31, 2018. Minimum advance royalty payments of
  $25,000 (payable in cash, Amarc common shares, or any such combination, at
  Amarc's discretion) to the Optionors annually commenced on December 31,
  2015.

Amarc has agreed that upon completion of a positive feasibility
  study, Amarc will issue 500,000 common shares to the Optionors.

In May 2017, the Company amended the agreement with the
  Optionors whereby it has the right to purchase 1% of the above mentioned 2% NSR
  royalty originally purchasable for $2 million prior to December 31, 2018, where
  Amarc now has the right to purchase that 1% for $2 million ($1 million of which
  is payable in cash, Amarc common shares, or any such combination, at Amarc's
  discretion) at any time on or before a commercial mine production decision has
  been made in respect of the IKE Property.

In consideration of this amendment, beginning on December 31,
  2017 the Company will make an additional Annual Advanced Royalty payment of
  $25,000 to the Optionors.

Granite Property Agreement

In August 2014, the Company entered into a purchase agreement
with Great Quest Fertilizers Ltd. ("Great Quest"), whereby the Company can
purchase a 100% ownership interest in the Granite property on or before November
30, 2014 by making staged cash payments totalling $400,000 (completed).

Great Quest holds a 2% NSR royalty on the property which can be
purchased for $2 million, on or before commercial production (payable in cash,
Amarc common shares, or any such combination, at Amarcs discretion). In
addition, there is an underlying 2.5% NSR royalty on certain mineral claims,
which can be purchased at any time for $1.5 million less any amount of royalty
already paid.

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- 28 -

Galore Property Agreement

In July 2014, the Company entered into an option and joint
  venture agreement (the Galore Option Agreement) with Galore Resources Inc.
  ("Galore"), whereby the Company acquired the right to earn an initial 51%
  ownership interest in the Galore property by incurring $3 million in exploration
  expenditures within five years ($1.5 million of which may be in recordable
  assessment credits not directly incurred on the property), and by making staged
  cash payments up to a maximum of $450,000 (50% of which may be payable in Amarc
  common shares). Amarc may thereafter acquire an additional 19% ownership
  interest, for a total 70% ownership interest, by incurring $2 million in
  exploration expenditures within two years. Upon exercise of the initial or
  additional option (collectively, the Galore Option), Galore and Amarc have
  agreed to form either a 51/49 or a 70/30 joint venture, as the case may be.

The Galore mineral tenure is comprised of five claim groups and
  is subject to five underlying option agreements, each of which provides the
  relevant underlying owner with a 1.5% NSR royalty (collectively, the NSR
  Royalties) each of which may be purchased for $250,000 on or before December
  31, 2024, and a 10% net profits interest royalty (collectively, the NPI
  Royalties) each of which may be purchased at any time until December 31, 2024
  for $400,000 less any amount of an NPI Royalty already paid.

In July 2016, the Company entered into a second option
  agreement (the Second Option Agreement) whereby the Company acquired the
  right, separate and apart from the Galore Option (the Second Option) to
  acquire 100% of Galores rights in and to the Galore property in consideration
  of the payment to Galore of $550,000 on a staged basis on or before January 16,
  2018. Under the terms of the Second Option Agreement, upon exercise of the
  Second Option and the Company acquiring 100% of the Galore property, the Galore
  Option Agreement will terminate and be of no further force and effect.

In addition, in July 2016, the Company also reached an
  agreement with the underlying owners of the Galore property whereby the Company
  obtained the right to acquire all of the underlying owners residual interest in
  and to the Galore property, including the five NSR Royalties and the five NPI
  Royalties, in consideration of the payment of $100,000 ($80,000 completed) on a
  staged basis on or before January 16, 2018, subject to the Company exercising
  the Second Option.

During the Second Option exercise period, all cash payment and
  exploration expenditure requirements set out in the Galore Option Agreement
  shall cease to apply, including with respect to all cash payments payable to the
  underlying owners.

In January 2017 Amarc announced that it had exercised the
  Second Option and had acquired a 100% interest in the Galore property from
  Galore, clear of any royalties to Galore, by making a final payment of $280,000.
  This transaction marks the successful completion by Amarc of a series of
  property dealings to acquire 100% of mineral claims and crown grants making up the
  entire IKE Project, subject to the final payment to the underlying owners as
  noted above.

---



- 29 -

The DUKE Property

Amarc has secured a 100% interest in the DUKE mineral property
  as well as extensive adjacent mineral claims over nearby second-order
  exploration targets. DUKE is located 80 kilometres northeast of Smithers BC,
  within the well-known Babine porphyry-copper district, 30 kilometres north of
  former mines (Bell and Granisle) operated by Noranda Minerals Inc. between 1966
  and 1992, and producing a total of 1.1 billion pounds of copper, 634,000 ounces
  of gold and 3.5 million ounces of silver1. DUKE is also just 10
  kilometres northeast of the Morrison Deposit, a 225 million tonne
  copper-gold-molybdenum porphyry deposit with a completed Feasibility
  Study2.

The property is accessible from Smithers by road and an
  industrial-scale barge crossing of Babine Lake from the town of Granisle. A
  longer, all-road commute is available from Fort St. James, 150 kilometres to the
  southeast. Power extends to the former Bell mine.

DUKE was intermittently explored between 1965 and 2010 with
  geochemical, IP and magnetometer surveys and 30 shallow diamond drill holes.
  Extensive glacial cover precludes geological surveys and hinders geochemical
  survey interpretation, but most of the holes drilled intersected significant
  lengths of porphyry-style mineralization that remains open both laterally and to
  depth. For example, DDH-14, intersected 87 metres of 0.40% Cu, 0.021% Mo, 2.2
  g/t Ag and 0.05 g/t Au from 29 metres to the end of the hole. Another hole,
  DDH-02, located 430 metres southeast of DDH-14 intersected 107 metres of 0.30%
  Cu, 0.011% Mo, 1.2 g/t Ag, and 0.06 g/t Au from 30 metres. Porphyry
  mineralization was encountered by drill holes over an area of 800 metres by 400
  metres which is open laterally in several directions. The average vertical depth
  of all holes drilled in this mineralized area is 90 metres, with the deepest
  being only 124 metres. Eighty percent of the holes drilled in this mineralized
  area bottomed in porphyry copper mineralization. Additionally, IP survey results
  indicate a significant area of prospective ground has yet to be drilled.

Amarc has engaged early with First Nations to develop a permit
  application which has been submitted to the provincial government for drilling
  at DUKE.

Notes:

1. MINFILE Number 093L 146 and 093M 001 MINFILE Production
  Detail Report, BC Geological Survey, Ministry of Energy and Mines, BC. 
  2. Pacific Booker Minerals Inc. news release February 27, 2009.

Duke Property Agreement

In November, 2016, the Company entered into a purchase
  agreement with a private company owned by director Robert A. Dickinson to
  purchase 100% of the DUKE property (16 mineral claims) at the vendors direct
  acquisition costs of $169,238.

There are no royalties associated with the DUKE property.

The JOY Property

Amarc has acquired 100% of the JOY mineral property , located
310 kilometres north-northwest of Mackenzie in an area of moderate topography in
the Kemess District of north-central BC, which is one of BCs best areas for the
discovery of precious metals-rich porphyry and epithermal deposits. The JOY
property is accessed by helicopter from seasonal roads that come within 0.5
kilometres of the JOY property boundary, or from the Kemess mine site located 25
kilometre due south. Power also extends to the Kemess mine site and its
300-person camp.

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- 30 -

The Kemess District is well-known to Amarcs technical team, as
Hunter Dickinson Inc. (HDI), with whom Amarc is associated, is credited as the
first company to recognize its true porphyry potential  acquiring both the
early-stage Kemess South and Kemess North prospects into their operated company,
El Condor Resources, and developing them into significant porphyry copper-gold
deposits before that company was taken over. Northgate Minerals went on to
produce 3 million ounces of gold and 780 million pounds of copper over a 12-year
period to 20103 (Kemess South), and AuRico Metals recently announced
a 628 metres intercept grading 0.53 g/t Au and 0.41% Cu4 (Kemess
East). Amarc considers the JOY porphyry copper-gold deposit target to be an
extension to the prolific Kemess porphyry gold-copper district.

Geological timing is key to making a discovery of a major
  copper-gold porphyry deposit in the Kemess region with a close overlap in time
  between porphyry copper-gold mineralization (ca. 203-194 Ma) and the Black Lake
  Intrusions (ca. 205-191 Ma). An ideal setting for discovery occurs at JOY with
  the Jock Creek Pluton, one of the Black Lake Intrusions, located in the
  north-central portion of the JOY property. The Jock Creek Pluton has been dated
  at 196.7 Ma, approximately the same age as the 199.6 Ma host of the Kemess South
  deposit, which hosted a 50,000 tonnes per day past producing mine.

Recorded prospecting-style work by various past operators on
  the JOY claims began in 1968 and continued intermittently through to 2004. Over
  2,000 soil samples, 840 rock samples and 30 silt samples were collected, but no
  ground geophysical surveys or drilling have been done. However, a number of
  porphyry copper-gold and epithermal silver-gold deposit targets are clearly
  evident across the mineral property. Most importantly, compilation of all
  historical sampling along with a recently completed confirmation soil survey at
  site, has revealed the presence of a 7 km2 area of strong, coincident
  and overlapping soil and rock anomalies. This outstanding and important scale
  porphyry copper-gold deposit target is named Deposit Target 1. The extensive and
  coincident copper, molybdenum, gold, silver, lead and zinc soil anomalies
  outlining this target are interpreted to be reflecting a large and shallowly
  buried, copper-gold porphyry deposit.

Amarc has engaged early with First Nations to develop permit
  applications that have been submitted to the provincial government drilling at
  JOY. An IP permit for 100 line kilometres of survey work has already been
  received from the provincial government and that work is underway.

Notes:

3. MINFILE Number 094E 094, MINFILE Production Detail Report,
  BC Geological Survey, Ministry of Energy and Mines, BC. 
  4. Aurico Metals news release November 8, 2016.

Joy Property Agreement

In November, 2016, the Company entered into a purchase
agreement with a private company owned by director Robert A. Dickinson to
purchase 100% of the JOY property (15 mineral claims) at the vendors direct
acquisition costs of $335,862, which included required claim assessment work
filings.

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- 31 -

The property is subject to an underlying NSR royalty from
production which is capped at $3.5 million.

Other Properties

Amarcs focus with respect to its Newton and Galileo projects
is to work towards venturing them out to third parties to further advance
exploration.

Galileo  Blackwater District Property

Amarc owns a 100% interest in the Galileo property, which is
located within the Blackwater district, 75 kilometres southwest of Vanderhoof,
BC, and 176 kilometres southwest of northern BC's regional hub city of Prince
George. The area is characterized by subdued topography and is well served by
existing transportation and power infrastructure and a skilled workforce, which
supports an active exploration and mining industry.

The Company has completed an approximately 5,120 line
kilometres of helicopter-borne, magnetic and electromagnetic geophysical survey
over properties in the Blackwater district, from which epithermal gold-silver
and porphyry gold-copper-type targets were identified for ground evaluation. At
Galileo the results of more than 230 line kilometres of IP ground geophysical
surveys, combined with information from soil geochemical surveys and prospecting
have identified four principle target areas with the potential to represent
important sulphide systems for drill testing.

The Galileo property is located approximately 35 kilometres
from New Gold's Blackwater gold deposit (Proven and Probable Reserves of 344.4
million tonnes at an average grade of 0.74 g/t gold containing 8.2 million gold
ounces, and 5.5 g/t silver containing 60.8 million silver ounces; New Gold news
release December 12, 2013).

Amarc has undertaken consultation with local First Nations. All
parties worked together in a diligent manner in order to develop a positive
working relationship.

The Newton Property

Amarc made a drill discovery at its 100% owned Newton
bulk-tonnage gold-silver project in late 2009 and subsequently conducted
exploration and delineation drilling at the deposit until June 2012.

An initial mineral resource estimate announced in September
2012, based on 24,513 metres of core drilling in 78 holes completed up to June
30, 2012, confirms that Newton is a significant bulk tonnage gold discovery that
remains open to further expansion. At a 0.25 g/t gold cut-off, Inferred Mineral
Resources comprise 111.5 million tonnes grading 0.44 g/t gold and 2.1 g/t
silver, containing 1.6 million ounces of gold and 7.7 million ounces of
silver.

---



- 32 -

Inferred Mineral Resources at various cut-off grades are
summarized in the table below.

NEWTON GOLD PROJECT  INFERRED MINERAL RESOURCES

Cut-Off Grade
    Size
    Grade
    Contained Metal(g/t Au)
    Tonnage (000
      t)
    Gold (g/t)
    Silver (g/t)
    Gold (000 oz)
    Silver (000
      oz)0.20
    147,069
    0.38
    1.9
    1,818
    8,8330.25
    111,460
    0.44
    2.1
    1,571
    7,6940.30
    85,239
    0.49
    2.4
    1,334
    6,4950.35
    65,384
    0.54
    2.7
    1,130
    5,6350.40
    49,502
    0.59
    2.9
    938
  4,596


Notes:

|1. | CIM definitions were followed for this mineral resource
      estimate. An "Inferred Mineral Resource" is that part of a Mineral
      Resource for which quantity and grade or quality can be estimated on the
      basis of geological evidence and limited sampling and reasonably assumed,
      but not verified, geological and grade continuity. The estimate is based
      on limited information and sampling gathered through appropriate
      techniques from locations such as outcrops, trenches, pits, workings and
      drill holes.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Inferred Mineral Resources were estimated using a
      long-term gold price of US$1,750 per ounce, a long-term silver price of
      US$25 per ounce, and a US$/C$ 1.00 exchange rate.                                                                                                                                                                                                                                                                                                                                                                
|3. | Bulk density is 2.71 tonnes per cubic metre.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | Numbers may not add due to rounding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | The Effective Date of the Mineral Resource is July 4,
      2012; the Effective Date being defined as the date when Roscoe Postle
      Associates Inc. was in receipt of full data which informed the
      resource.                                                                                                                                                                                                                                                                                                                                 

The Newton Inferred Mineral Resources was prepared using
geostatistical methods by technical staff at Hunter Dickinson Inc. ("HDI") and
audited by geological and mining consultants at Roscoe Postle Associates Inc.
under the direction of Reno Pressacco, P. Geo., an independent Qualified Person.
Sample preparation and analysis of drill core samples from Newton were completed
at the ISO 9001:2008 accredited and ISO-IEC 17025:2005 accredited Acme
Analytical Laboratories (Vancouver) Ltd. A technical report providing further
details of the estimate has been filed on www.sedar.com.

The current Newton resource extends over an area of
approximately 800 metres by 800 metres and to a depth of 560 metres, and is open
to expansion to the northwest, west and to depth. It is located within the
southeast segment of an extensive seven square kilometre sulphide system that is
characterized by widespread gold enrichment indicating good potential for the
development of substantial additional resources. This large, fertile mineral
system extends well beyond the limits of the current resource and is largely
concealed under shallow cover.

Newton exhibits key characteristics that typify significant
hydrothermal gold deposits. The deposit lies within a large, gold-enriched
epithermal system that formed approximately 72 million years ago
contemporaneously with felsic volcanic and intrusive rocks, which were emplaced
into a structurally-active graben environment. Gold, silver and associated base
metal mineralization was precipitated with extensive zones of strong
quartz-sericite alteration. The alteration types, metal associations and
geological setting at Newton are nearly identical to those which characterize
several major intrusion-related epithermal gold deposits in BC  including the
important Blackwater-Davidson, and Snowfields deposits.

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- 33 -

Exploration and resource expansion potential are clearly
indicated at Newton by the large scale of the hydrothermal system, the
structurally- and magmatically-active nature of the geological setting at the
time of mineralization, the intensity of the hydrothermal alteration and the
strong, widespread metal anomalies that have been confirmed by widely-spaced
wildcat drilling. In addition, the Newton deposit occupies only one portion of
an extensive IP geophysics chargeability anomaly. It is important to note that,
beyond the currently delineated Newton resource, anomalous concentrations of
metals have been intersected in almost all exploration holes drilled on the
property. Large portions of the system remain untested or have been tested only
by widely-spaced reconnaissance drilling.

Amarc's Newton property is located some 100 kilometres west of
the City of Williams Lake, BC, in a region characterized by gently rolling hills
and other characteristics favorable for project development. The district is
well served by existing transportation and power infrastructure and a skilled
workforce, which support a number of operating mines, as well as late-stage
mineral development and exploration projects.

Amarc has undertaken significant consultation with local First
Nations. All parties worked together in a diligent manner in order to develop a
positive and respectful working relationship.

Newton Property Agreement

Amarc holds a 100% interest in the Newton Property. Newton Gold
Corp. holds a 5% net profits interest royalty. In addition, the mineral claims
defined in an underlying agreement are subject to a 2% NSR royalty, which
royalty may be purchased by Amarc for $2 million at any time. Advance NSR
royalty payments of $25,000 per annum commenced on January 1, 2011.

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- 34 -

Location of Mineral Properties and Claim Information

All of the Company's active properties are located in British
Columbia. The nature of the Company's interests in various mineral properties is
described above. The locations of the currently active properties and details of
mineral exploration claims and Crown Grants within British Columbia are shown on
the map and claim table respectively below.

LOCATION OF THE COMPANY'S IKE, DUKE AND JOY PROJECTS



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- 35 -

Mineral Claim and Crown Grant Information for Amarc's BC
Properties as of March 31, 2017

|Program     | Mineral Claim Numbers and Crown Grant Numbers(Crown Grants in italics)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Size (sq
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Newton      | 208327, 414743, 511965, 511967, 507905, 507914, 514976,
      514979, 514981, 615743, 606674, 606675, 606676, 606677, 606678, 606679,
      606680, 606681, 606682, 606684, 606685, 606686, 606687, 606688, 606690,
      606691, 606692, 606693, 606694, 606695, 606696, 606697, 606698, 606699,
      606700, 606701, 606702, 606703, 606704, 606705, 606706, 606707, 606708,
      606709, 606710, 606711, 606712, 606713, 606714, 606715, 606716, 606717,
      682043, 682063, 682089, 682094, 682095, 682098, 682123, 682143, 682163,
      682183, 682206, 682208, 682209, 682210, 682232, 682234, 682236, 682244,
      682245, 682263, 682283, 682285, 682286, 682288, 682290, 682303, 682305,
      682308, 682309, 682311, 682315, 682317, 682320, 682324, 682327, 682330,
      682332, 682335, 682338, 682372, 682373, 682375, 682377, 682384, 682404,
      682406, 682407, 606683, 606689, 681863, 681883, 681904, 681943, 681963,
      682003, 682213, 682223, 682225, 682227, 682229, 616023, 685683, 685684,
      685685, 685686, 685687, 685703, 685704, 685705, 685706, 685707, 685708,
      685709, 685723, 685724, 685743, 685763, 685764, 685765, 685767, 685783,
      685784, 685785, 685786, 685803, 615803, 615843, 615863, 840950, 840951,
      840952, 840953 | km) 637 
|Duke        | 1037003, 1037010, 1037015, 1037016, 1037017, 1037018,
      1037021, 1037024, 1045582, 1046201, 1046202, 1046205, 1046680, 1046681,
      1046682, 1047912, 1047913, 1047914, 1049427, 1049436, 1049932, 1050190,
      1050191, 548719                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 144     
|Galileo     | 763442, 763482, 763502, 763522, 763542, 763582, 763802,
      705972, 705974, 705976, 705978, 705980, 705982, 705985, 705988, 705989,
      705993, 706016, 706018, 706020, 706022, 706038, 706042, 706045, 706050                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 119     
|Hubble      | 705779, 705780, 705781, 705782, 705783, 705784, 705785,
      705786, 705789, 705790, 705822, 705823, 705824, 856080, 856082, 896504,
      936604, 936605, 936606, 936607, 936608, 936609, 993663, 993664, 994802,
      994803, 994807, 994811, 994812, 994816, 994818, 994819, 994820, 994822,
      994824, 994825, 994826, 994842, 994843, 994844, 994862, 994863, 994902                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 214     
|IKE         | 208502, 208503, 208505, 208506, 208507, 208579, 208580,
      208581, 208582, 208583, 208584, 208585, 208586, 208587, 208588, 208589,
      208590, 208791, 209156, 354051, 354057, 358599, 358602, 358603, 358607,
      358613, 358614, 375960, 375964, 376123, 415582, 415583, 415584, 415586,
      416348, 416349, 416351, 416352, 416508, 507495, 507507, 510762, 510764,
      510765, 510767, 510971, 510972, 510973, 510974, 510975, 510976, 510979,
      511134, 511136, 511138, 511139, 511307, 511418, 511775, 511777, 511778,
      511779, 511780, 513817, 513837, 513839, 513840, 513841, 514549, 514550,
      514552, 514553, 514555, 514557, 514558, 514559, 514568, 514570, 514571,
      514572, 514685, 514691, 514743, 514744, 514745, 517854, 517855, 517856,
      517870, 517871, 517872, 517873, 522692, 529338, 532241, 532242, 532889,
      550905, 550907, 550908, 553934, 553937, 553942, 556557, 560873, 565593,
      565594, 565596, 602343, 758582, 841974, 1028843, 1028844, 1028845,
      1028888, 1028889, 1028890, 1028891, 1028892, 1039791, 1039849, 1039850,
      1040609, 1040610, 1040611, 1047304, 1047305                                                                                                                                     | 464     
|Rapid       | 2643, 2644, 2649, 7831, 7832, 7833, 7834, 7835, 7836                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 5       
|Joy         | 522028, 522030, 522031, 522032, 522033, 522034, 522035,
      522036, 522037, 522038, 522039, 522040, 522043, 522048, 1043004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 73      
|Pinchi Gold | 556348                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 1       
|Rapid       | 580114, 580119, 580181, 580182, 580314                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 5       

|C. | ORGANIZATIONAL STRUCTURE
|-- | ------------------------

The Company has no subsidiaries.

|D. | PROPERTY, PLANT AND
EQUIPMENT
|-- | -----------------------------

None of the Companys properties have any material tangible
fixed assets located thereon.

|ITEM 4A | UNRESOLVED STAFF
      COMMENTS
|------- | -------------------------------

Not applicable.

---

- 36 -

|ITEM 5 | OPERATING AND FINANCIAL
      REVIEW AND PROSPECTS
|------ | --------------------------------------------------

OVERVIEW

Amarc is a mineral exploration company with a portfolio of
active exploration projects located in British Columbia, Canada. The Company's
business strategy is the acquisition and exploration of mineral properties. None
of the Company's properties have any mineral reserves or have been proven to
host mineralized material which can be said to be "ore" or feasibly economic at
current metals prices. The Company incurs significant exploration expenditures
as it carries out its business strategy. As Amarc is an exploration stage
company, it does not have any revenues from its operations to offset its
exploration expenditures. Accordingly, the Company's ability to continue
exploration of its properties will be contingent upon the availability of
additional financing.

Amarc's financial statements are prepared on the basis that it
will continue as a going concern. The Company has incurred losses since
inception and the ability of the Company to continue as a going concern depends
upon its ability to continue to raise adequate financing and to develop
profitable operations. Amarc's financial statements do not reflect adjustments,
which could be material, to the carrying values of assets and liabilities, which
may be required should the Company be unable to continue as a going concern.

The following discussion should be read in conjunction with the
audited annual financial statements and the related notes accompanying this
Annual Report. The Company prepares its financial statements in accordance with
International Financial Reporting Standards ("IFRS"), as issued by the
International Accounting Standards Board. The Company includes selected
financial data prepared in compliance with IFRS without reconciliation to U.S.
GAAP.

Critical Accounting Policies and Estimates

The Company's accounting policies are presented in note 2 of
the accompanying audited annual financial statements.

The preparation of financial statements in accordance with IFRS
requires management to select accounting policies and make estimates, judgments
and assumptions. Such estimates, judgments and assumptions may have a
significant impact on the financial statements. These include but are not
limited to:

| | estimate of the accrual of Mineral Exploration
      Tax Credits ("METC");              
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
| | the determination of categories of financial
      assets and financial liabilities; and
|  |                                                                                         
| | the carrying value and recoverability of the
      Company's marketable securities.     

Actual amounts could differ from the estimates used and,
accordingly, affect the results of operation.

Mineral Exploration Tax Credits ("METC")

When the Company is entitled to receive METC and other
government grants, this government assistance is recognized as a cost recovery
within exploration expense when there is reasonable assurance of recovery.

Judgements are involved in determining which expenditures
qualify for the METC, and there may be disagreement between the Company and
taxation authorities on the applicability of specific items. To date there have
been only minor, immaterial, disagreements.

Financial assets and financial liabilities

Financial assets and liabilities are recognized when the
Company becomes party to the contracts that give rise to them. The Company
determines the classification of its financial assets and liabilities at initial
recognition and, where allowed and appropriate, re-evaluates such classification
at each financial year end. The Company does not have any derivative financial
instruments.

Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are directly attributable to the
acquisition or issuance of financial assets and financial liabilities (other
than financial assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognized immediately in
profit or loss.

---

- 37 -

Marketable securities

The Company's investments in marketable securities are
classified as available-for-sale ("AFS") financial assets. Subsequent to initial
recognition, they are measured at fair value and changes therein, other than
impairment losses and foreign currency differences on AFS monetary items, are
recognized in other comprehensive income or loss. When an investment is
derecognized, the cumulative gain or loss in the investment revaluation reserve
is transferred to profit or loss.

The fair value of AFS monetary assets denominated in a foreign
currency is determined in that foreign currency and translated at the exchange
rate prevailing at the end of the reporting period. Changes in the fair value of
AFS equity investments are recognized directly in equity.

|A. | RESULTS OF OPERATIONS
|-- | ---------------------

Year Ended March 31, 2017 ("2017") Versus Year Ended March
31, 2016 ("2016")

The Company recorded a net loss of $1,043,000 during 2017
compared to a net loss of $1,119,000 during 2016. The decrease in net loss was
mainly due to a decrease in both exploration and evaluation expenses, net of
METC, and general and administration expenses.

($ 000s)
    2017
    2016
    DiscussionExploration and evaluation, net of METC
    3,574
    2,773
    Exploration activity during the
      2017 and 2016 periods was focused primarily on the IKE Projects drilling
      and related field programs. The exploration expenses in 2017 is higher due
      to increase in exploration activities as discussed in this Annual Report.Administration
    732
    1,289
    No significant change in
      administration activities during the 2017 period compared to the 2016
      period. The lower expenses in 2017 is mainly due reduction in salaries
      relating to the corporate activities during the year.Interest expense on loans payable to director
    137
    83
    Interest incurred on loans
      provided by a director.Amortization of finance charges
    203
    57
    The amount relates to loan bonus
      through the issuance of share purchase warrants to a director. Relates to
      loan provided by the director in November 2014 and September 2015.Gain on disposition of AFS financial assets
    (15)
    (8)
    The Company routinely disposed of
      some of its marketable securities during 2017 and 2016.


---

- 38 -

Year Ended March 31, 2016 ("2016") Versus Year Ended March
31, 2015 ("2015")

The Company recorded a net loss of $1,119,000 during 2016
compared to a net loss of $4,884,000 during 2015. The decrease in net loss was
mainly due to the allocation of expenses related to IKE project to Thompson
Creek Metals Company Inc.

($ 000s)
    2016
    2015
    DiscussionExploration and evaluation, net of METC
    2,773
    3,278
    Exploration activity during the 2016 and 2015
      periods was focused primarily on the IKE Projects drilling and related
      field programs. The exploration expenses in 2016 is lower as the Company
      has allocated expenses related IKE project to Thompson Creek Metals
      Company Inc.Administration
    1,289
    1,478
    No significant change in administration
      activities during the 2016 period compared to the 2015 period. The lower
      expenses in 2016 is mainly due reduction in salaries relating to the
      corporate activities during the year.Interest expense on loans payable to director
    83
    16
    Interest incurred on loans provided by a
      director.Amortization of finance charges
    57
    188
    The amount relates to loan bonus through the
      issuance of share purchase warrants to a director. Relates to loan
      provided by the director in November 2014 and September 2015.Gain on disposition of AFS financial assets
    (8)
    (38)
    The Company routinely disposed of some of its
marketable securities during 2016 and 2015.


Year Ended March 31, 2015 ("2015") Versus Year Ended March
31, 2014 ("2014")

The Company recorded a net loss of $4,884,000 during 2015
compared to a net loss of $2,155,000 during 2014. The increase in net loss was
mainly due to an increase in exploration and evaluation expenses during
2015.

($ 000s)
    2015
    2014
    DiscussionExploration and evaluation
    3,278
    1,095
    Exploration activity during 2015 was focused
      primarily on the IKE project, a large portion of which related to its
      drilling program. Throughout most of 2014, the Company focused its
      exploration activities on several projects, including Silver Vista,
      Galaxie, ZNT, and Newton. During the last quarter of 2014, the Company
      shifted its focus towards the IKE project.Administration
    1,478
    1,306
    During 2015, administration expenses increased
      as a result of the greater level of activity of the Company, primarily the
      work related to the IKE project.Share-based payments
    
    103
    The variation in share-based payments expense
      is due to the timing of option grants.Interest income
    (38)
    (69)
    The decrease during 2015 was due to lower
      average cash balances on hand compared to 2014.


---

- 39 -

($
      000s)
    2015
    2014
    DiscussionInterest expense on loan payable to director
    16
    
    Interest incurred on loan provided
      by a director.Interest expense on debenture
    
    23
    The 2014 amount relates to Amarcs
      portion of interest expense on a debenture held by the Galaxie Joint
      Venture.Financing charges
    188
    
    Fees on loan provided by a director.Gain on termination of joint venture
    
    (285)
    During 2014, the Company recognized
      its proportionate share (40%) of the gain realized on the termination of
      the Galaxie Joint Venture.Gain on disposition of AFS financial assets
    (38)
    (69)
    The Company routinely disposed of
      some of its marketable securities during 2015 and 2014.Impairment of AFS financial assets
    
    48
    During 2014, the Company recognized an impairment write-down
      on certain of its marketable securities.


|B. | LIQUIDITY AND CAPITAL
RESOURCES
|-- | -------------------------------

Liquidity

Historically, the Company's sole source of funding has been
provided from the issuance of equity securities for cash, primarily through
private placements to sophisticated investors and institutions, and from
director loans. The Company's access to financing is always uncertain. There can
be no assurance of continued access to significant equity funding to finance the
Company's ongoing operations.

As at March 31, 2017, the Company had a cash balance of
$931,000 and working capital of approximately $419,000. At March 31, 2017, the
Company had sufficient cash and cash equivalents to settle all its current
obligations in due course of business. The Company plans its cash spending based
on availability of funds.

During the year ended March 31, 2017, the Company received
$3,000,000 in cash from Thompson Creek Metals Company Inc. under the IKE Option
Agreement and $500,000 from a director of the Company as a loan.

Further advancement and development of the Companys mineral
property interests will require additional funding from a combination of the
Companys shareholders, the existing or potential new partners, and debt
financing. As the Company is currently in the exploration stage, it does not
have any revenues from operations. Therefore, the Company relies on funding from
its partners for its continuing financial liquidity and the Company relies on
the equity market and debt financing as sources of funding.

The Company do not have any material capital lease obligations,
purchase obligations or any other long-term obligations.

Capital Resources

The Company has no lines of credit or other sources of
financing which have been arranged or utilized.

The Company has no "Purchase Obligations" defined as any
agreement to purchase goods or services that is enforceable and legally binding
on the Company that specifies all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transaction.

Requirement of Financing

Historically, Amarc's sole source of funding has been provided
from the sale of equity securities for cash, primarily through private
placements to sophisticated investors and institutions. Like all exploration
stage companies, Amarc will need to raise additional financing to meet its
business objectives.

---

- 40 -

The Company presently does not have any material commitments
for capital expenditures and accordingly, can remain somewhat flexible in
directing its exploration activities to the availability of funds.

Financial Instruments

Amarc keeps its financial instruments primarily denominated in
Canadian Dollars with a very small amount held in U.S. Dollars. The Company does
not engage in any hedging operations with respect to currency or in-situ
minerals. Funds which are excess to Amarc's current needs are invested in
short-term near-cash investments.

Amarc does not have any material, legally enforceable
obligations requiring it to make capital expenditures and accordingly, can
remain relatively flexible in gearing its activities to the availability of
funds.

|C. | RESEARCH EXPENDITURES
|-- | ---------------------

Amarc does not carry out any research or development
activities. Please refer to Item 5.A and Item 5.B above for a
discussion of the exploration expenditures that the Company has incurred in
connection with the exploration of the Company's mineral properties.

|D. | TREND INFORMATION
|-- | -----------------

As a natural resource exploration company, Amarc's activities
reflect the traditional cyclical nature of metal prices. Consequently, Amarc's
business is primarily an "event-driven" business based on exploration results.

Average annual prices for copper, gold and silver are shown in
the table below:

Average metal price (US$)Calendar year
    Copper
    Molybdenum
    Gold
    Silver2012
    3.61/lb
    12.81/lb
    1,670/oz
    31.17/oz2013
    3.34/lb
    10.40/lb
    1,397/oz
    23.82/oz2014
    3.11/lb
    11.59/lb
    1,264/oz
    19.09/oz2015
    2.50/lb
    6.73/lb
    1,160/oz
    15.69/oz2016
    2.21/lb
    6.56/lb
    1,251/oz
    17.14/oz2017 (to the date Annual Report)
    of this 2.62/lb
    7.18/lb
    1,237/oz
17.16/oz


|E. | OFF-BALANCE SHEET
ARRANGEMENTS
|-- | ------------------------------

Amarc has no off-balance sheet arrangements.

---

- 41 -

|F. | TABULAR DISCLOSURE OF CONTRACTUAL
    OBLIGATIONS
|-- | -------------------------------------------------

The following table lists the contractual obligations of the
Company as at March 31, 2017:

Payment due by periodType of Contractual Obligation
    Total
    Less than 1 Year
    1 - 3 Years
    3 - 5 Years
    More than 5 YearsDebt Obligations (gross amount)
    $ 2,000,000
    $ 500,000
    $ 1,500,000
    $ 
    $ Capital (Finance) Lease Obligations
    
    
    
    
    Operating Lease Obligations (Office Lease)
    
    
    
    
    Purchase Obligations
    
    
    
    
    Other Long-term Liabilities Reflected on the Company's
      Balance Sheet under IFRS
    
    
    
    
    Total
    $ 2,000,000
    $ 500,000
    $ 1,500,000
    $ 
$ 


The Company has no capital (finance) lease obligations, no
operating lease obligations, no purchase obligations, or other long-term
liabilities.

|G. | SAFE HARBOR
|-- | -----------

The safe harbor provided in Section 27A of the Securities Act
and Section 21E of the Exchange Act applies to forward-looking information
provided pursuant to Item 5.E and Item 5.F above.

|ITEM 6 | DIRECTORS, SENIOR
      MANAGEMENT AND EMPLOYEES
|------ | ------------------------------------------------

|A. | DIRECTORS AND SENIOR
MANAGEMENT
|-- | -------------------------------

Name
    Year born
    Position
    Director or Officer SinceRene G. Carrier
    1944
    Director
    May 2008T. Barry Coughlan
    1945
    Director
    February 2009Scott D. Cousens
    1964
    Director
    September 1995Robert A. Dickinson
    1948
    Chairman of the Board and
      Director
    April 1993Jeffrey R. Mason
    1957
    Director
    September 1995Ronald W. Thiessen
    1952
    Chief Executive Officer and
      Director
    September 1995Diane Nicolson(2)
    1965
    President
    January 2008Luqman Khan
    1971
    Chief Financial Officer
    April 2016Trevor Thomas
    1967
    Secretary
February 2008


| | (1) | To the best of the Company's knowledge, none of such
      persons has any family relationship with any other and none were elected
      as a director or appointed as an officer as a result of an arrangement or
      understanding with a major shareholder, customer, supplier, or any other
      party.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                
| | (2) | In June 2017, Diane Nicolson was appointed as a director
      of the Company.                                                                                                                                                                                                                                 

The following is biographical information on each of the
persons listed above:

Rene Carrier  Director

Mr. Carrier has been the President of Euro-American Capital
Corporation, a private investment company, since May 1991. He served as
Vice-President of Pacific International Securities Inc. where he worked for ten
years until 1991. He served as Lead Director of International Royalty Corp.
("IRC") from 2003 to 2010. IRC was a global mineral royalty company engaged in the
acquisition and creation of natural resource royalties which was acquired by
Royal Gold Inc. in 2010. He also served as an independent director of Chartwell
Technology Inc. from July 1991 to April 2007.

---

- 42 -

Mr. Carrier is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    May 2008
    PresentCayden Resources Inc.
    Director
    October 2013
    November 2014Curis Resources Ltd.
    Director
    November 2010
    November 2014Heatherdale Resources Ltd.
    Director
    November 2009
    PresentNanotech Security Corp.
    Director
    April 2014
    March 2015Rathdowney Resources Ltd.
    Director
    March 2011
Present


Barry Coughlan  Director

Mr. Coughlan is a self-employed businessman and financier, and
senior executive with extensive international experience in capital markets who
has been involved in the financing of publicly traded companies for over 30
years. During this period Mr. Coughlan has been involved in the financing of
over 30 private companies and then subsequently listing on both international
and North American financial markets. His principal occupation is President and
Director of TBC Ventures Ltd., a private investment company.

Mr. Coughlan is, or was within the past five years, an officer
and/or a director of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    February 2009
    PresentGreat Basin Gold Ltd.
    Director
    February 1998
    June 2013Northcliff Resources Ltd.
    Director
    June 2011
    PresentRathdowney Resources Ltd.
    Director
    March 2011
    PresentTaseko Mines Limited
    Director
    February 2001
    June 2015Quadro Resources Ltd.
    President and Director
    June 1986
    PresentMineral Mountain Resources Ltd.
    Director
    December 2014
    PresentVatic Ventures Corporation
    Director
    January 2011
Present


---

- 43 -

Scott Cousens  Director

Scott Cousens provides management, technical and financial
services to a number of publicly traded companies. Mr. Cousens' focus since 1991
has been the development of relationships within the international investment
community. Substantial financings and subsequent corporate success has
established strong ties with North American, European and Asian investors. He is
also a director of Hunter Dickinson Services Inc.

Mr. Cousens is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentHeatherdale Resources Ltd.
    Chairman and Director
    November 2009
    June 2017Northcliff Resources Ltd.
    Director
    May 2012
    PresentDirector
    June 2011
    February 2012Northern Dynasty Minerals Ltd.
    Director
    June 1996
    February 2016Quartz Mountain Resources Ltd.
    Chairman and Director
    November 2012
    June 2017Rathdowney Resources Ltd.
    Director
    June 2011
    September 2016Taseko Mines Limited
    Director
    October 1992
    July 2014


Robert Dickinson, B.Sc., M.Sc.  Chairman of the Board and
Director

Robert Dickinson is an economic geologist who serves as a
member of management of several mineral exploration companies, primarily those
for whom Hunter Dickinson Services Inc. provides services. He holds a Bachelor
of Science degree (Hons. Geology) and a Master of Science degree (Business
Administration - Finance) from the University of British Columbia. Mr. Dickinson
has been active in mineral exploration for over 40 years and was inducted into
the Canadian Mining Hall of Fame in 2012. He is a director of Hunter Dickinson
Services Inc. He is also President and Director of United Mineral Services Ltd.,
a private resource company. He also serves as a Director of the BC Mining Museum
and a Trustee of the BC Mineral Resources Education Program.

Mr. Dickinson is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    April 1993
    PresentChairman
    April 2004
    PresentCuris Resources Ltd.
    Director
    November 2010
    November 2012Heatherdale Resources Ltd.
    Director
    November 2009
    PresentNorthcliff Resources Ltd.
    Director
    June 2011
    PresentChairman
    June 2011
    January 2013Northern Dynasty Minerals Ltd.
    Director
    June 1994
    PresentChairman
    April 2004
    PresentQuartz Mountain Resources Ltd.
    Director
    December 2011
    PresentChairman
    December 2011
    November 2012


---

- 44 -

Company
    Positions Held
    From
    ToTaseko Mines Limited
    Director
    January 1991
Present


Jeffrey Mason, B.Comm., CA  Director

Jeffrey Mason holds a Bachelor of Commerce degree from the
University of British Columbia and obtained his Chartered Accountant designation
while specializing in the mining, forestry and transportation sectors at the
international accounting firm of Deloitte & Touche. Following
comptrollership positions at an international commodity mercantilist and
Homestake Mining Group of companies including responsibility for North American
Metals Corp. and the Eskay Creek Project, Mr. Mason has spent the last several
years as a corporate officer and director to a number of publicly-traded mineral
exploration companies. Until early 2008, Mr. Mason was employed as Chief
Financial Officer of Hunter Dickinson Inc. and his principal occupation was the
financial administration of the public companies to which Hunter Dickinson Inc.
provided services.

Mr. Mason is, or was within the past five years, an officer and
or director of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentCoastal Contacts Inc.
    Director
    October 2006
    April 2014Great Panther Silver Limited
    Director
    May 2014
    PresentProphecy Coal Corp.
    Chief Financial Officer
    November 2012
    August 2013Wellgreen Platinum
      Ltd. (formerly Prophecy Platinum Corp).
    Chief Financial Officer
    November 2012
    July 2016Director
    November 2013
    September 2015Red Eagle Mining Corporation
    Director
    June 2011
    PresentSlater Mining Corporation
    Director
    June 2008
Present


Ronald Thiessen, CA  Chief Executive Officer and Director

Ronald Thiessen is a Chartered Accountant with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is a director of Hunter
Dickinson Services Inc., a company providing management and administrative
services to several publicly-traded companies and focuses on directing corporate
development and financing activities.

Mr. Thiessen is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentChief Executive Officer
    September 2000
    PresentPresident
    September 2000
    November 2014Great Basin Gold Ltd.
    Director
    October 1993
    June 2013Chairman
    November 2006
    June 2013Northern Dynasty Minerals Ltd.
    Director
    November 1995
    Present


---

- 45 -

Company
    Positions Held
    From
    ToPresident and Chief
      Executive Officer
    November 2001
    PresentTaseko Mines Limited
    Director
    October 1993
    PresentChairman
    May 2006
    Present


Diane Nicolson, PhD  President and Director

Diane Nicolson has a B.Sc. degree in geology from the
University of London, a PhD in economic geology from the University of Wales and
20 years international experience in the exploration and mining industry. She
has worked for both major and junior mining companies, including Rio Tinto,
Minera Antamina, Noranda and Cambior. Over the past 10 years, she has been
involved primarily with business development and new project assessment and
acquisitions, with a particular focus on Latin America where she was based for
13 years.

Dr. Nicolson joined Hunter Dickinson in 2007 as a member of the
global business development team and is responsible for management, strategic
planning and new project development for Amarc Resources Ltd.

Dr. Nicolson is, or was within the past five years, an officer
of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    June 2017
    PresentExecutive VP Corporate
      Development
    September 2011
    September 2012Executive Vice President
    September 2012
    November 2014President
    November 2014
    Present


Luqman Khan  Chief Financial Officer

Luqman Khan is Chartered Professional Accountant (CPA CGA),
with more than 20 years of professional experience in accountancy, finance and
business management. For the past decade, he has served in various
controllership positions with publicly traded companies associated with Hunter
Dickinson Inc., including Amarc.

Trevor Thomas, LLB  Secretary

Trevor Thomas has practiced in the areas of corporate
commercial, corporate finance, securities and mining law since 1995, both in
private practice environment as well as in-house positions and is currently
in-house legal counsel for Hunter Dickinson Services Inc. Prior to joining
Hunter Dickinson Services Inc., he served as in-house legal counsel with Placer
Dome Inc.

Mr. Thomas is, or was within the past five years, an officer of
the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Secretary
    February 2008
    PresentNorthern Dynasty Minerals Ltd.
    Secretary
    February 2008
    PresentCuris Resources Ltd.
    Secretary
    June 2013
    November 2014Heatherdale Resources Ltd.
    Secretary
    June 2013
    PresentMineral Mountain Resources Ltd.
    Director
    September 2016
Present


---

- 46 -

Company
    Positions Held
    From
    ToNorthcliff Resources Ltd.
    Secretary
    June 2011
    PresentQuadro Resources Ltd.
    Director
    July 2017
    PresentQuartz Mountain Resources Ltd.
    Secretary
    June 2013
    PresentRathdowney Resources Ltd.
    Secretary
    March 2011
    PresentRockwell Diamonds Inc.
    Secretary
    February 2008
    September 2012Taseko Mines Limited
    Secretary
    July 2008
Present


|B. | COMPENSATION
|-- | ------------

During the Company's financial year ended March 31, 2017, the
aggregate cash compensation paid or payable by the Company to its directors and
senior officers was $179,000.

Ronald W. Thiessen, Chief Executive Officer, Luqman Khan, Chief
Financial Officer, Paul Mann, Former Chief Financial Officer, and Diane
Nicolson, President are each a Named Executive Officer ("NEO") of the Company
for the purposes of the following disclosure.

The compensation paid to the NEOs during the Company's most
recently completed financial year of March 31, 2017 is as set out below and
expressed in Canadian Dollars:

Name
      and        principal        position
    Year
    Salary ($)
    Share-
      based awards ($)
    Option-
      based awards ($)
    Non-equity
      incentive plan compensation ($)
    Pension
      value ($)
    All other
      compen- sation ($)
    Total
    Compen- sation ($)Annual incentive
      plans
    Long- term
    incentive plansRonald
      Thiessen        Chief        Executive        Officer
      (1)
    2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil2016
    $49,905
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $49,9052015
    $66,530
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $66,530Diane
      Nicolson        President
    2017
    $156,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $156,0002016
    $179,809
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $179,8092015
    $192,333
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $192,333Luqman
      Khan        Chief        Financial        Officer
      (2)
    2017
    $23,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $23,000Paul Mann Former
      Chief        Financial        Officer
      (1) (2)
    2016
    $26,362
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $26,3622015
    $45,858
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $45,858


Notes:

|(1) | During the fiscal year ended March 31, 2017, Mr. Thiessen
      did not serve the Company on substantially a full-time basis, and their
      compensation from the Company is allocated based on the estimated amount
      of time spent providing services to the Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                              
|(2) | Mr. Mann was replaced as CFO in April 2016 by Mr.
      Khan.                                                                                                                                                                                                                

Pension Plan Benefits

The Company has no pension or deferred compensation plans for
its directors, officers or employees.

Termination and Change of Control Benefits

There are no compensatory plan(s) or arrangement(s), with
respect to the Named Executive Officer resulting from the resignation,
retirement or any other termination of employment of the officer's employment or from a change of the Named Executive Officer's
responsibilities following a change in control.

---

- 47 -

Director Compensation

The compensation provided to the directors, excluding a
  director who is already set out in disclosure for a NEO for the Company's most
recently completed financial year of March 31, 2017 is as set out below:

Name
    Fees earned
      ($)
    Share-
      based awards ($)
    Option-
      based awards ($)
    Non-equity
      incentive plan compensation ($)
    Pension
      value ($)
    All other
      compensation ($)
    Total ($)Rene G. Carrier
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilBarry Coughlan
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilScott Cousens (1)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilRobert Dickinson (1)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilJeffrey Mason
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
Nil


Notes:

|(1) | Pursuant to the Corporate Services Agreement with Hunter
      Dickinson Services Inc., compensation for Messrs. Cousens and Dickinson is
      allocated to the Company on the basis of estimated time spent in respect
      of the Company's business.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|C. | BOARD PRACTICES
|-- | ---------------

All of the Company's directors, except Diane Nicolson, were
elected at the annual general meeting of shareholders held on September 15,
2016. Diane Nicolson was appointed as a Companys director in June 2017. All
directors have a term of office expiring at the next annual general meeting of
the Company's shareholders. All officers have a term of office lasting until
their removal or replacement by the board of directors (the "Board").

There were no arrangements, standard or otherwise, pursuant to
which directors were compensated by Amarc or its subsidiaries for their services
in their capacity as directors, or for committee participation, involvement in
special assignments or for services as consultants or experts during the most
recently completed financial year.

General

The Board believes that good corporate governance improves
corporate performance and benefits all shareholders. The Canadian Securities
Administrators (the "CSA") have adopted National Policy 58-201 Corporate
Governance Guidelines, which provides non-prescriptive guidelines on corporate
governance practices for reporting issuers such as the Company. In addition, the
CSA have implemented National Instrument NI 58-101 Disclosure of Corporate
Governance Practices, which prescribes certain disclosure by the Company of its
corporate governance practices. This section sets out the Company's approach to
corporate governance and addresses the Company's compliance with NI 58-101.

1. Board of Directors

Directors are considered to be independent if they have no
direct or indirect material relationship with the Company. A "material
relationship" is a relationship which could, in the view of the Company's board
of directors, be reasonably expected to interfere with the exercise of a
director's independent judgment.

The Board facilitates its independent supervision over
management in a number of ways including: by holding regular meetings without
the presence of management; by retaining independent consultants; and by
reviewing corporate developments with larger shareholders, analysts and
potential industry partners, where it deems necessary.

Messrs. Coughlan, Carrier and Mason are independent. Messrs.
Cousens, Dickinson, and Thiessen, and Ms. Nicolson are not independent. The
Company is taking steps to ensure that the duties generally performed by
independent directors are being performed by the current directors. The Board
members have extensive experience as directors of public companies and are
sensitive to the related corporate governance and financial reporting
obligations associated with such positions. Thus, the Board members are well
versed in the obligations of directors and the expectations of independence from
management.

---

- 48 -

2. Other Directorships

The section entitled Item 6  Directors, Senior Management
and Employees in this Annual Report gives details of other reporting issuers
of which each director is a director or officer.

3. Orientation and Continuing Education

The Company has traditionally retained experienced mining
people as directors and hence the orientation needed is minimized. When new
directors are appointed, they are acquainted with the Company's mineral project
and the expectations of directors. Board meetings generally include
presentations by the Company's senior management and project staff in order to
give the directors full insight into the Company's operations.

4. Ethical Business Conduct

The Board has adopted an ethics policy which is available on
the Company's website, www.amarcresources.com. The Board also understands
that the fiduciary duties placed on individual directors by the Company's
governing corporate legislation and the common law and the restrictions placed
by applicable corporate legislation on an individual director's participation in
decisions of the Board in which the director has an interest have been
sufficient to ensure that the Board operates independently of management and in
the best interests of the Company.

5. Nomination of Directors

The Board considers its size each year when it considers the
number of directors required, taking into account the number required to carry
out the Board's duties effectively and to maintain a diversity of views and
experience.

The Board does not have a nominating committee, and these
functions are currently performed by the Board as a whole. However, if there is
a change in the number of directors required by the Company, this policy will be
reviewed.

6. Compensation

The Board determines the compensation for independent directors
and executives.

7. Other Board Committees

The Board has no compensation or other committees, other than
the audit committee.

8. Assessments

The Board monitors the adequacy of information given to
directors, communication between the Board and management and the strategic
direction and processes of the Board and its audit committee.

Audit Committee

The Audit Committee's Charter

The audit committee has adopted a charter that sets out its
mandate and responsibilities. A copy of the audit committee charter is available
at www.sedar.com and the Company's website,
www.amarcresources.com.

Composition of the Audit Committee

As of the date of this document, the members of the audit
committee were Rene Carrier, Barry Coughlan and Jeffrey Mason. All members are
financially literate and all are independent.

---

- 49 -

Relevant Education and Experience

As a result of their education and experience, each member of
the audit committee has familiarity with, an understanding of, or experience in:

| | the accounting principles used by the Company to prepare
      its financial statements, and the ability to assess the general
      application of those principles in connection with estimates, accruals and
      reserves;                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                 
| | reviewing or evaluating financial statements that present
      a breadth and level of complexity of accounting issues that are generally
      comparable to the breadth and complexity of issues that can reasonably be
      expected to be raised by the Company's financial statements, and
|  |                                                                                                                                                                                                                                                                                                 
| | an understanding of internal controls and
      procedures for financial reporting.                                                                                                                                                                                                             

Audit Committee Oversight

The audit committee has not made any recommendations to the
Board to nominate or compensate any external auditor that was not adopted by the
Board.

The Company's auditor De Visser Gray LLP has not provided any
material non-audit services during the most recently completed fiscal year.

Pre-Approval Policies and Procedures

The Company has procedures for the review and pre-approval of
any services performed by its auditors. The procedures require that all proposed
engagements of its auditors for audit and non-audit services be submitted to the
audit committee for approval prior to the beginning of any such services. The
audit committee considers such requests, and, if acceptable to a majority of the
audit committee members, pre-approves such audit and non-audit services by a
resolution authorizing management to engage the Company's auditors for such
audit and non-audit services, with set maximum dollar amounts for each itemized
service. During such deliberations, the audit committee assesses, among other
factors, whether the services requested would be considered "prohibited
services" as contemplated by the regulations of the US Securities and Exchange
Commission, and whether the services requested and the fees related to such
services could impair the independence of the auditors.

Exemptions From Certain Canadian Audit Committee
Requirements

Pursuant to section 6.1 of National Instrument 52-110  Audit
Committees ("NI 52-110"), as adopted by the Canadian Securities Administrators
(including the British Columbia and Alberta Securities Commissions which have
jurisdiction over the Company, the "CSA"), the Company is exempt from the
requirements of Parts 3 and 5 of NI 52-110 for the current year, by virtue of
the Company being a "venture issuer" (as defined in NI 52-110).

Part 3 of NI 52-110 prescribes certain requirements for the
composition of audit committees of non-exempt companies that are reporting
issuers under Canadian provincial securities legislation. Part 3 of NI 52-110
requires, among other things that an audit committee be comprised of at three
directors, each of whom, is, subject to certain exceptions, independent and
financially literate in accordance with the standards set forth in NI 52-110.

Part 5 of NI 52-110 requires an annual information form that is
filed by a non-exempt reporting issuer under National Instrument 51-102 
Continuous Disclosure Obligations, as adopted the CSA, to include certain
disclosure about the issuer's audit committee, including, among other things:
the text of the audit committee's charter; the name of each audit committee
member and whether or not the member is independent and financially literate;
whether a recommendation of the audit committee to nominate or compensate an
external auditor was not adopted by the issuer's board of directors, and the
reasons for the board's decision; a description of any policies and procedures
adopted by the audit committee for the engagement of non-audit services; and
disclosure of the fees billed by the issuer's external auditor in each of the
last two fiscal years for audit, tax and other services.

|D. | EMPLOYEES
|-- | ---------

At March 31, 2017, Amarc did not have any direct employees.
Amarc's administrative and exploration functions are primarily administered
through Hunter Dickinson Services Inc. (SeeItem 7 - Major
Shareholders and Related Party Transactions).

---

- 50 -

|E. | SHARE OWNERSHIP
|-- | ---------------

Security Holdings of Directors and Senior Management

As at March 31, 2017, the directors and officers of Amarc, and
their respective affiliates, directly and indirectly, own or control as a group
an aggregate of 23,886,370 common shares (16.43%), or 35,441,925 (24.37%) on a
diluted basis.

As at March 31, 2017, the Company's directors and senior
management beneficially own the following number of the Company's common shares
and share purchase options:

Name of Insider
    Securities Beneficially Owned or Controlled(1)
    As a % of
    theoutstanding commonsharesRene G. Carrier (3)
    400,000 common
      shares
    0.28%Barry Coughlan (3)
    86,000 common
      shares
    0.06%Scott D. Cousens
    148,300 common
      shares
    0.10%Robert A. Dickinson (2)
    16,416,178 common shares 11,555,555 share purchase
      warrants
    11.29%Ronald W. Thiessen
    3,109,392 common
      shares
    2.14%Jeffrey R. Mason (3)
    2,878,500 common
      shares
    1.98%Diane Nicolson
    718,000 common
      shares
    0.49%Trevor Thomas
    130,000 common
      shares
    0.09%Total
    23,886,370 common shares11,555,555 share
      purchase warrants
    16.43%


Notes:

|(1) | The information as to the number of Common Shares
      beneficially owned or controlled is not within the knowledge of management
      of the Company and has been furnished by the respective nominees as filed
      on SEDI. Each nominee has held the same or a similar principal occupation
      with the organization indicated or a predecessor thereof for the last five
      years.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Certain of these common shares are beneficially owned
      through private companies controlled by Mr. Dickinson, and a Registered
      Retirement Saving Plan (RRSP) owned by Mr. Dickinson.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Member of the audit committee.                                                                                                                                                                                                                                                                                                                                                                  

Share Option Plan

As of the date of this document, there were nil options
outstanding pursuant to the Company's share option plan (the "Plan"), described
below, and an aggregate of 14,542,406 common shares remained available for
issuance pursuant to the Plan, described below.

Share Incentive Plan

In order to provide incentive to directors, officers,
employees, management and others who provide services to the Company to act in
the best interests of the Company, the Company has adopted a Share Incentive
Plan (the "Plan"). The Plan is required to comply with the policies of the TSX
Venture.

In order to increase the Company's flexibility and to bring the
Company's share option incentive program in line with the current regulatory
regime, the Board approved a new rolling share option plan (the "New Plan") on
August 13, 2010 to replace the plan previously approved and confirmed by the
shareholders on September 21, 2004 and September 29, 2009, respectively. The New
Plan was approved by shareholders at the Company's annual general meeting (the
"Meeting") held on September 15, 2010.

Subject to certain restrictions described below, the Plan is
based on the maximum number of eligible shares equaling a rolling percentage of
up to 10% of the Company's outstanding common shares, calculated from time to
time. Pursuant to the Plan, if outstanding options are exercised, or expire, or
the number of issued and outstanding common shares of the Company increases, the
number of options available to grant under the Plan increases proportionately. At
the date of approval of the New Plan, all outstanding options were rolled into
and deemed to be granted under the New Plan.

---

- 51 -

The exercise price of each option is set by the board of
directors at the time of grant based on the market price on the date preceding
the date of grant. Options can have a maximum term of ten years and typically
terminate ninety days following the termination of the optionee's employment or
engagement, except in the case of retirement or death. Vesting of options is at
the discretion of the board of directors at the time the options are granted.

Eligible Optionees

Under the policies of the TSX Venture, to be eligible for the
issuance of a stock option under the Plan an optionee must either be a director,
officer or employee of the Company or its affiliates, or a consultant or an
employee of a company providing management or other services to the Company, or
its subsidiaries, at the time the option is granted.

Options may be granted only to an individual or to a company
that is wholly-owned by individuals eligible for an option grant. If the option
is granted to a non-individual, the company must provide the TSX Venture with an
undertaking that it will not permit any transfer of its securities, nor issue
further securities, to any other individual or entity as long as the incentive
stock option remains in effect without the consent of the TSX Venture.

Insider Limitations

The aggregate number of Common Shares reserved for issuance
under options granted to Insiders must not exceed ten percent (10%) of the
outstanding shares (in the event that the New Plan is amended to reserve for
issuance more than ten percent (10%) of the outstanding shares) unless the
Company has obtained Disinterested Shareholder Approval (as defined below) to do
so;

The number of optioned shares issued to Insiders in any twelve
(12) month period must not exceed ten percent (10%) of the outstanding shares
(in the event that the New Plan is amended to reserve for issuance more than ten
percent (10%) of the outstanding shares) unless the Company has obtained
Disinterested Shareholder Approval to do so;

The exercise price of an option previously granted to an
Insider must not be reduced, unless the Company has obtained Disinterested
Shareholder Approval to do so.

Other Limitations

The Company must not grant an option to a director, employee,
consultant, or consultant company (the "Service Provider") in any twelve (12)
month period that exceeds five percent (5%) of the outstanding shares, unless
the Company has obtained approval by a majority of the votes cast by the
shareholders of the Company eligible to vote at a shareholders' meeting,
excluding votes attaching to shares beneficially owned by Insiders and their
Associates (defined below) ("Disinterested Shareholder Approval");

The aggregate number of options granted to a Service Provider
conducting Investor Relations Activities in any twelve (12) month period must
not exceed two percent (2%) of the outstanding shares calculated at the date of
the grant, without the prior consent of the TSX Venture;

The Company must not grant an option to a Consultant in any
twelve (12) month period that exceeds two percent (2%) of the outstanding shares
calculated at the date of the grant of the option; and

The issuance to any one Optionee within a twelve (12) month
period of a number of Common Shares must not exceed five percent (5%) of
outstanding Common Shares unless the Company has obtained Disinterested
Shareholder Approval to do so.

Disinterested Shareholder Approval

"Disinterested Shareholder Approval" means the approval by a
majority of the votes cast by all shareholders of the Company at the Meeting
excluding votes attached to listed shares beneficially owned by insiders of the
Company to whom the options have been granted under the existing plan and
associates of those insiders.

---

- 52 -

|ITEM 7 | MAJOR SHAREHOLDERS AND
      RELATED PARTY TRANSACTIONS
|------ | -------------------------------------------------------

|A. | MAJOR SHAREHOLDERS
|-- | ------------------

Major Shareholders

To the best of Amarc's knowledge, other than as noted below, no
person, corporation or other entity beneficially owns, directly or indirectly,
or controls more than 5% of the common shares of Amarc, the only class of
securities with voting rights.

|Shareholder                     | Securities Beneficially | As a % of the outstanding
|------------------------------- | ----------------------- | -------------------------
|                                | Owned or Controlled     | common shares            
|Sun Valley Gold Master Fund Ltd | 14,615,384              | 10.05%                   
|Robert A. Dickinson             | 16,416,178              | 11.29%                   

For these purposes, "beneficial ownership" means the sole or
shared power to vote or direct the voting or to dispose or direct the
disposition of any security.

As of the date of this document, Amarc had authorized unlimited
common shares without par value, of which 145,424,061 were issued and
outstanding. Amarc's authorized share structure also includes a class of
preferred shares without par value and without a maximum number. The preferred
shares may be issued in series on such terms as determined by the Company's
directors in accordance with the class rights and restrictions. No series of
preferred shares has been designated by the board of directors, and no preferred
shares are outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of the date of this Annual Report, Amarc's register of
shareholders indicates that Amarc's common shares are held as follows:

|              | Number of registered   |                  |                           
|------------- | ---------------------- | ---------------- | --------------------------
|Location      | shareholders of record | Number of shares | Percentage of total shares
|Canada        | 30                     | 130,930,293      | 90.03%                    
|United States | 7                      | 12,955,306       | 8.91%                     
|Other         | 1                      | 1,538,462        | 1.06%                     
|TOTALS        | 38                     | 145,424,061      | 100.00%                   

Shares registered in intermediaries were assumed to be held by
residents of the same country in which the clearing house was located.

Amarc's securities are recorded on the books of its transfer
agent, Computershare Investor Services Inc., located at 510 Burrard Street,
Vancouver, Canada (604) 661-9400 in registered form. However, the majority of
such shares are registered in the name of intermediaries such as brokerage
houses and clearing houses (on behalf of their respective brokerage clients).
Amarc does not have knowledge or access to the identities of the beneficial
owners of such shares registered through intermediaries.

Control

Amarc is not directly or indirectly owned or controlled by any
other corporation, by any foreign government or by any other natural or legal
person, severally or jointly, other than as noted above under Major
Shareholders. There are no arrangements known to Amarc which, at a subsequent
date, may result in a change in control of Amarc.

Insider Reports Under the Securities Acts of British
Columbia and Alberta

Since the Company is a reporting issuer under the Securities
Acts of British Columbia and Alberta, certain "insiders" of the Company
(including its directors, certain executive officers, and persons who directly
or indirectly beneficially own, control or direct more than 10% of its common
shares) are generally required to file insider reports of changes in their
ownership of Amarc's common shares five days following the trade under National Instrument 55-104 
Insider Reporting Requirements and Exemptions, as adopted by the CSA. Copies of
such reports are available for public inspection at the offices of the British
Columbia Securities Commission, 9th Floor, 701 West Georgia Street, Vancouver,
British Columbia V7Y 1L2, (604) 899-6500 or at the British Columbia Securities
Commission web site, www.bcsc.bc.ca. In British Columbia, all insider
reports must be filed electronically five days following the date of the trade
at www.sedi.ca. The public is able to access these reports at www.sedi.ca.

---

- 53 -

|B. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

Except as disclosed below, Amarc has not, since April 1, 2012,
and does not at this time propose to:

(1)      enter into any transactions
which are material to Amarc or a related party or any transactions unusual in
their nature or conditions involving goods, services or tangible or intangible
assets to which Amarc or any of its former subsidiaries was a party;

(2)      make any loans or guarantees
for the benefit of any of the following persons:

(a)      enterprises directly or
indirectly through one or more intermediaries, controlling or controlled by or
under common control with Amarc;

(b)      associates of Amarc
(unconsolidated enterprises in which Amarc has significant influence or which
has significant influence over Amarc) including shareholders beneficially owning
10% or more of the outstanding shares of Amarc;

(c)      individuals owning, directly
or indirectly, shares of Amarc that gives them significant influence over Amarc
and close members of such individuals families;

(d)      key management personnel
(persons having authority in responsibility for planning, directing and
controlling the activities of Amarc including directors and senior management
and close members of such directors and senior management); or

(e)      enterprises in which a
substantial voting interest is owned, directly or indirectly, by any person
described in (c) or (d) or over which such a person is able to exercise
significant influence.

Hunter Dickinson Services Inc. ("HDSI")

Hunter Dickinson Inc. (HDI) and its wholly owned subsidiary
Hunter Dickinson Services Inc. ("HDSI") are private companies established by a
group of mining professionals engaged in advancing mineral properties for a
number of publicly-listed exploration companies, one of which is the Company.

The Company has 3 directors in common with HDSI, namely: Scott
Cousens, Robert Dickinson, and Ronald Thiessen. Also, the Companys president,
chief financial officer, and corporate secretary are employees of HDSI and work
for the Company under an employee secondment arrangement between the Company and
HDSI.

HDSI provides technical, geological, corporate communications,
regulatory compliance, and administrative and management services to the
Company, on an as-needed and as-requested basis from the Company.

HDSI also incurs third party costs on behalf of the Company.
Such third party costs include, for example, directors and officers insurance,
travel, conferences, and technology services.

As a result of this relationship, the Company has ready access
to a range of diverse and specialized expertise on a regular basis, without
having to engage or hire full-time experts. The Company benefits from the
economies of scale created by HDSI which itself serves several clients. The
Company is also able to eliminate many of its fixed costs, including rent,
technology, and other infrastructure which would otherwise be incurred for
maintaining its corporate offices.

The Company procures services from HDSI pursuant to an
agreement dated July 2, 2010. Services from HDSI are provided on a non-exclusive
basis as required and as requested by the Company. The Company is not obligated
to acquire any minimum amount of services from HDSI. The fees for services from
HDSI are determined based on a charge-out rate for each employee performing the
service and for the time spent by the employee. Such charge-out rates are agreed
and set annually in advance. These time charges consist substantially of
salaries, office rent, utilities, office supplies and administration, warehouse
space, and insurance.

Third party costs are billed at cost, without markup.

There are no ongoing contractual or other commitments resulting
from the Company's transactions with HDSI, other than the payment for services
already rendered and billed. The agreement may be terminated upon 60 days'
notice by either the Company or HDSI.

The disclosure for the transactions with HDSI has been included
in note 10 of the accompanying financial statements of the Company.

---

- 54 -

Directors Loan

In November 2014, the Company announced that it has entered
into a $1 million unsecured Loan Agreement (the "Loan"), with a non-arm's length
director and officer of the Company (the "Lender") at an interest rate of prime
plus 2% per annum and with a maturity date of November 2015. In connection with
the Loan, Amarc issued to the Lender a loan bonus of 2,500,000 previously
unissued common shares in its capital with a fair value of $187,500. The Company
and the Lender has agreed to two extension terms for the Loan to May 2016 for 7%
fixed interest rate and to November 2016 for 9% fixed interest rate,
respectively.

In December 2016, the Loan was extended for an additional three
years on customary terms and conditions, and the principal sum was increased to
$1,500,000 by way of an additional advance of $500,000.

In September 2015, the Company announced that it has entered
into an additional $500,000 unsecured Loan Agreement with the Lender at a rate
of 7% per annum and with a maturity date of September 2017. Amarc issued a loan
bonus in the form of 5,555,555 warrants, each entitling the holder to acquire
one common share of Amarc for 2 years at a price of $0.09 per share.

Refer to note 8 of the accompanying financial statements of
Amarc for additional monetary disclosures about the abovementioned loans

|C. | INTERESTS OF EXPERTS AND
COUNSEL
|-- | --------------------------------

Not applicable.

|ITEM 8 | FINANCIAL
      INFORMATION
|------ | ---------------------------

|A. | FINANCIAL STATEMENTS AND OTHER FINANCIAL
      INFORMATION
|-- | ----------------------------------------------------------

Item 18 of this Form 20-F contains Amarc's audited annual
financial statements as at and for the years ended March 31, 2017, 2016 and
2015. These financial statements have been prepared in accordance with IFRS, as
issued by the IASB.

Legal Proceedings

Amarc is not involved in any legal, arbitration or governmental
proceedings and, to Amarc's knowledge, no material legal, arbitration or
governmental proceedings involving Amarc are pending or contemplated against
Amarc.

Dividend Policy

The Company has not paid any dividends on its outstanding
common shares since its incorporation and does not anticipate that it will do so
in the foreseeable future. All funds of Amarc are being retained for exploration
of its projects.

|B. | SIGNIFICANT CHANGES
|-- | -------------------

There have been no significant changes to Amarcs affairs as
disclosed in the accompanying financial statements, except as disclosed in this
Annual Report on Form 20-F.

|ITEM 9 | THE OFFER AND
      LISTING
|------ | ---------------------------

|A. | OFFER AND LISTING DETAILS
|-- | -------------------------

Trading Markets

Amarc's common shares have been listed in Canada on the TSX
Venture (and its predecessors) since August 1995, under the symbol AHR.

---

- 55 -

The Company's common shares have been traded in the U.S. on
OTCBB since June 2004, under the symbol AXREF.

The following tables set forth for the periods indicated the
price history of the Company's common shares on the TSX Venture and on the
OTCBB.

|                  | TSX Venture Exchange | OTCBB 
|----------------- | -------------------- | ------
|Fiscal Year Ended | High                 | Low   
|March
      31,   | (Cdn$)               | (Cdn$)
|2017              | 0.16                 | 0.06  
|2016              | 0.17                 | 0.04  
|2015              | 0.18                 | 0.06  
|2014              | 0.12                 | 0.04  
|2013              | 0.44                 | 0.07  
|2012              | 0.56                 | 0.29  

|                     | TSX Venture Exchange | OTCBB 
|-------------------- | -------------------- | ------
|                     | High                 | Low   
|Fiscal
      Quarter | (Cdn$)               | (Cdn$)
|Q4 2017              | 0.16                 | 0.08  
|Q3 2017              | 0.11                 | 0.07  
|Q2 2017              | 0.13                 | 0.08  
|Q1 2017              | 0.08                 | 0.06  
|Q4 2016              | 0.08                 | 0.04  
|Q3 2016              | 0.11                 | 0.05  
|Q2 2016              | 0.11                 | 0.07  
|Q1 2016              | 0.17                 | 0.09  
|Q4 2015              | 0.18                 | 0.07  
|Q3 2015              | 0.13                 | 0.07  
|Q2 2015              | 0.13                 | 0.06  
|Q1 2015              | 0.07                 | 0.06  
|Q4 2014              | 0.12                 | 0.04  
|Q3 2014              | 0.05                 | 0.04  
|Q2 2014              | 0.07                 | 0.05  
|Q1 2014              | 0.07                 | 0.05  

|                             | TSX Venture Exchange | OTCBB 
|---------------------------- | -------------------- | ------
|                             | High                 | Low   
|Month                        | (Cdn$)               | (Cdn$)
|July 2017 (to July 25, 2017) | 0.16                 | 0.13  
|June 2017                    | 0.15                 | 0.13  
|May 2017                     | 0.14                 | 0.11  
|April 2017                   | 0.13                 | 0.11  
|March 2017                   | 0.12                 | 0.08  
|February 2017                | 0.10                 | 0.07  
|January 2017                 | 0.09                 | 0.06  

|B. | PLAN OF DISTRIBUTION
|-- | --------------------

Not applicable.

|C. | MARKETS
|-- | -------

The shares of Amarc traded in Canada on the TSX Venture
(formerly the Canadian Venture Exchange and successor to the Vancouver Stock
Exchange) since August 1995 under the trading symbol AHR. Amarc's shares have
traded on the OTCBB under the symbol AXREF, since June 2004.

---

- 56 -

|D. | SELLING SHAREHOLDERS
|-- | --------------------

Not applicable.

|E. | DILUTION
|-- | --------

Not applicable.

|F. | EXPENSES OF THE ISSUE
|-- | ---------------------

Not applicable.

|ITEM 10 | ADDITIONAL
      INFORMATION
|------- | ----------------------------

|A. | SHARE CAPITAL
|-- | -------------

Not applicable.

|B. | MEMORANDUM AND ARTICLES OF
  ASSOCIATION
|-- | ----------------------------------------

Amarc's original corporate constituting documents comprised of
the Memorandum and Articles of Association were registered with the British
Columbia Registrar of Companies under Corporation No. 436691. A copy of the
Company's original Articles of Association was filed as an exhibit with Amarc's
initial registration statement on Form 20-F.

In March 2004, the Company Act (British Columbia) (the "BCCA")
was replaced by the Business Corporations Act (British Columbia) (the "BCA").
All companies incorporated under the BCCA were required to complete a transition
application to the BCA by March 29, 2006. The directors of the Company
authorized the Company to file a transition application with the Registrar of
Companies and to comply with the BCA.

The Company subsequently filed a Notice of Articles with the
Registrar of Companies on October 2, 2004. The Notice of Articles and the
Articles constitute the constating documents of the Company, and have superseded
the Memorandum and Articles of Association. The Articles of a company, among
other things, set out rules for the conduct of its business and affairs; they
are no longer required to be filed with the Registrar of Companies, but are
required to be kept as part of the company's corporate records.

On October 22, 2004, the Company filed a Notice of Alteration
with the Registrar of Companies to remove the former limitation on its
authorized share capital of 100,000,000 common shares without par value. As a
result, the Company's authorized share capital now consists of an unlimited
number of common shares without par value. The Registrar of Companies issued a
Notice of Articles dated October 22, 2004 to reflect this change.

Under the BCA, every "pre-existing company' remained subject to
certain "Pre-existing Company Provisions" contained in the BCCA unless such
provisions were removed with the approval of the shareholders. In order to take
full advantage of the flexibility offered by the BCA, the shareholders adopted a
special resolution on October 12, 2005 authorizing the removal of the
Pre-existing Company Provisions and the adoption by the Company of a new form of
Articles that incorporates provisions permitted under the BCA. On January 31,
2006, the Company filed a Notice of Alteration with the Registrar of Companies
to remove the Pre-Existing Company Provisions, and the Registrar of Companies
issued a Notice of Articles to reflect this change.

As discussed in more detail below, on August 17, 2007, the
Company filed a Notice of Alteration with the Registrar of Companies to create a
new class of Preferred Shares, and the Registrar of Companies issued a Notice of
Articles to reflect this change.

On January 7, 2009 and March 9, 2009, the Registrar of
Companies issued new Notices of Articles in response to Notices of Change of
Directors filed by the Company on those dates. The Notice of Articles dated
March 9, 2009 constitute the current Notice of Articles of the Company.

Effective September 19, 2013 the Companys Articles were
amended to include advance notice provisions relating to the nomination and the
election of directors of the Company.

Set out below is a discussion of the principal changes effected
by the adoption of the new Articles by the Company under the BCA, which took
effect on January 31, 2006.

---

- 57 -

Borrowing Powers

Under the original Articles of Association, the Company could
borrow money, issue bonds, debentures and other debt obligations and mortgage,
charge, or give security on the undertaking, or on the whole or any part of the
property and assets, of the Company (both present and future). Under the BCA,
companies are also permitted, without restriction (other than general corporate
governance principles), to guarantee repayment of money by any other person or
the performance of any obligation of any other person. This change reflected the
modernization of corporate legislation to effectively respond to increasingly
complex financial transactions that companies may enter into in the course of
their business. As a result, the Company's Articles now provide that the Company
may guarantee the repayment of money by any other person or the performance of
any obligation of any other person.

Share Certificates

Under the original Articles of Association, a shareholder was
entitled to a share certificate representing the number of shares of the Company
held. Under the BCA, a shareholder is entitled to a share certificate
representing the number of shares of the Company held or a written
acknowledgement of the shareholder's right to obtain such a share certificate.
As a result, the Articles now provide for this additional right. The addition of
the ability to issue a written acknowledgement is very useful for public
companies such as the Company, since it permits flexibility in corporate and
securities transmissions.

On September 15, 2010, the shareholders of the Company approved
an amendment to the Articles that enabled the Company to use uncertificated
electronic shares and to use an electronic record keeping system.

Indemnity Provisions

Under the BCCA, the Company could only indemnify directors
where it obtained prior court approval, except in certain limited circumstances.
The original Articles of Association provided for the Company to indemnify
directors, subject to the provisions of the BCCA. Under the BCA, the Company is
permitted (and is, in some circumstances, required) to indemnify a past or
present director or officer of the Company or an associated corporation without
obtaining prior court approval in respect of an "eligible proceeding". An
"eligible proceeding" includes any legal proceeding relating to the activities
of the individual as a director or officer of the Company. However, under the
BCA, the Company is prohibited from paying an indemnity if:

|(a) | the party did not act honestly and in good faith with a
      view to the best interests of the Company;                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|(b) | the proceeding was not a civil proceeding and the party
      did not have reasonable grounds for believing that his or her conduct was
      lawful; and
|    |                                                                                                                                                          
|(c) | the proceeding is brought against the party by the
      Company or an associated corporation.                                                           

As a result, the Articles require the Company to indemnify
directors, officers and other persons, subject to the limits imposed under the
BCA.

Alternate Directors

The original Articles of Association permitted a director to
appoint another director as his alternate. The Company's Articles now permit a
director to appoint anyone as his alternate, as long as that person is qualified
to act as a director.

Amendment of Articles and Notice of Articles

The Articles provide that the general authority required to
amend all provisions of the Company's Articles and the Notice of Articles, other
than as set out in the BCA as specifically requiring a special resolution, can
be effected as an ordinary or by directors' resolution. The Company's Articles
provide that the Company may amend provisions of the Articles and Notice of
Articles relating to certain aspects of its Shares and authorized share
structure by ordinary resolution. A share consolidation or a share split and
name change of the Company can only be done by a resolution of the directors.
The default provision under the BCA is a special resolution where the Articles
are silent as to the type of resolution required.

The Articles also provide that the attachment, variation and
deletion of special rights and restrictions to any class of shares may be
authorized by ordinary resolution. If the amendment prejudices or interferes
with the rights or special rights attached to any class of issued shares, by the
provisions of the BCA, the consent of the holders of that class of shares by a
"special separate resolution" is required.

---

- 58 -

All special resolutions of the Company must be adopted by a
majority of two-thirds of votes cast; the Company's original Article of
Association required special resolutions to be adopted by a majority of
three-quarters of the votes cast.

Shareholders' Meetings

In addition to reflecting the present notice and other
provisions of the BCA relating to shareholders' meetings, the Articles provide
that shareholders' meetings may be held at such place as is determined by the
directors.

The Articles permit the giving of notice to shareholders,
directors and officers by fax or e-mail in addition to regular mail or personal
delivery.

Officers

Under the original Articles of Association, the Company was
required to have at least a President and Secretary as officers, and separate
individuals were required to hold those positions. In addition, the Chairman and
President were required to be directors. However, under the BCA, those
requirements no longer exist, and as a result, the Articles do not provide for
such restrictions.

Disclosure of Interest of Directors

The Articles refer to the provisions of the BCA relating to the
disclosure of interest by directors, which superseded more the cumbersome and
outdated provisions contained under the BCCA.

Creation of Preferred Shares

Under the original Articles of Association, the creation of a
new class of shares required the approval of the shareholders of the Company by
a special resolution adopted by a majority of three-quarters of votes cast. In
contrast, the Articles now provide that the creation of a new class of shares
requires the approval of the shareholders of the Company by an ordinary
resolution.

On September 26, 2006, the shareholders adopted an ordinary
resolution authorizing the creation of a new class of Preferred Shares without
par value and without a maximum authorized number, issuable in series, on such
terms as may be determined by the Company's directors for each such series. On
August 17, 2007, the Company filed a Notice of Alteration with the Registrar of
Companies to create the new class of Preferred Shares, and the Registrar of
Companies issued a Notice of Articles to reflect this change.

As a result, the authorized share structure of the Company now
includes, in addition to a class of common shares without par value and without
a maximum number, a class of Preferred Shares without par value and without a
maximum number. The Preferred Shares may be issued in series on such terms as
determined by the Company's directors in accordance with the class rights and
restrictions.

The special rights and restrictions attaching to the Preferred
Shares are set forth in Article 26 of the Articles, and effectively provide the
directors with wide latitude to create a series of Preferred Shares which may be
convertible into Common Shares, and have attached to them rights that rank ahead
of Common Shares in respect of entitlement to assets and dividends.

|C. | MATERIAL CONTRACTS
|-- | ------------------

Amarc's only material contract as of the date of this Annual
Report is:

Corporate Services Agreement between Amarc and Hunter Dickinson
Services Inc. dated July 2, 2010. See Item 7.B and Exhibit 4.1.

Other agreements are in the normal course of business.

|D. | EXCHANGE CONTROLS
|-- | -----------------

Amarc is incorporated pursuant to the laws of the Province of
British Columbia, Canada. There is no law or governmental decree or regulation
in Canada that restricts the export or import of capital, or affects the
remittance of dividends, interest or other payments to a non-resident holder of
Common Shares, other than withholding tax requirements. Any such remittances to
United States residents are generally subject to withholding tax, however no
such remittances are likely in the foreseeable future. See "Taxation",
below.

---

- 59 -

There is no limitation imposed by Canadian law or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote Common Shares of the Company. However, the
Investment Canada Act (Canada) (the "Investment Act") has rules regarding
certain acquisitions of shares by non-Canadians, along with other requirements
under that legislation.

The following discussion summarizes the principal features of
the Investment Act for a non-Canadian who proposes to acquire Common Shares of
the Company. The discussion is general only; it is not a substitute for
independent legal advice from an investor's own adviser; and, except where
expressly noted, it does not anticipate statutory or regulatory amendments.

The Investment Act is a federal statute of broad application
regulating the establishment and acquisition of Canadian businesses by
non-Canadians, including individuals, governments or agencies thereof,
corporations, partnerships, trusts or joint ventures, Investments by
non-Canadians to acquire control over existing Canadian businesses or to
establish new ones are either reviewable or notifiable under the Investment Act.
If an investment by a non-Canadian to acquire control over an existing Canadian
business is reviewable under the Investment Act, the Investment Act generally
prohibits implementation of the investment unless, after review, the Minister of
Industry (or the Minister of Canadian Heritage and Official Languages for
investments in a Canadian business engaged in any of the activities of a
"cultural business"), is satisfied that the investment is likely to be of net
benefit to Canada.

A non-Canadian would acquire control of the Company for the
purposes of the Investment Act through the acquisition of Common Shares if the
non-Canadian acquired a majority of the Common Shares of the Company.

Further, the acquisition of less than a majority but one-third
or more of the Common Shares of the Company would be presumed to be an
acquisition of control of the Company unless it could be established that, on
the acquisition, the Company was not controlled in fact by the acquirer through
the ownership of Common Shares.

To determine whether an investment is reviewable under the
Investment Act it is necessary to consider whether the investor (or the vendor)
is a WTO investor (ie, controlled by persons who are citizens of countries
that are members of the World Trade Organization ("WTO"); there are currently
160 WTO members); the book value of the assets of the Canadian business being
acquired; and whether the Canadian business being acquired engages in cultural
activities.

An acquisition of control of a Canadian business by a
non-Canadian that falls below the thresholds for review under the Investment Act
does not require the filing of an application for review. However, even where an
investment falls below the thresholds, it must still be notified by way of a
two-page form to the Investment Review Division of the Department of Industry
(or the Department of Canadian Heritage for cultural cases). Notifications may
be submitted by the investor any time before or up to 30 days after
implementation of the investment.

In 2009, amendments were enacted to the Investment Act
concerning investments that may be considered injurious to national security. If
the Minister of Industry has reasonable grounds to believe that an investment by
a non-Canadian "could be injurious to national security," the Minister of
Industry may send the non-Canadian a notice indicating that an order for review
of the investment may be made. The review of an investment on the grounds of
national security may occur whether or not an investment is otherwise subject to
review on the basis of net benefit to Canada or otherwise subject to
notification under the Investment Canada Act. To date, there is neither
legislation nor guidelines published, or anticipated to be published, on the
meaning of "injurious to national security." Discussions with government
officials suggest that very few investment proposals will cause a review under
these new sections.

Certain transactions, except those to which the national
security provisions of the Investment Act may apply, relating to Common Shares
of the Company are exempt from the Investment Act, including

(a)      acquisition of Common Shares
of the Company by a person in the ordinary course of that person's business as a
trader or dealer in securities,

(b)      acquisition of control of the
Company in connection with the realization of security granted for a loan or
other financial assistance and not for a purpose related to the provisions on
the Investment Act, and

(c)      acquisition of control of the
Company by reason of an amalgamation, merger, consolidation or corporate
reorganization following which the ultimate direct or indirect control in fact
of the Company, through the ownership of Common Shares, remained unchanged.

|E. | TAXATION
|-- | --------

Certain Canadian Federal Income Tax Information for United
States Residents

The following summarizes the principal Canadian federal income
tax considerations generally applicable to the holding and disposition of common
shares of the Company by a holder (a) who, for the purposes of the Income Tax Act (Canada) the ("Tax Act"), is not resident in
Canada or deemed to be resident in Canada, deals at arm's length and is not
affiliated with the Company, holds the common shares as capital property and
does not use or hold the common shares in the course of carrying on, or
otherwise in connection with, a business in Canada, and (b) who, for the
purposes of the Canada-United States Income Tax Convention (the "Treaty"), is a
resident of the United States, has never been a resident of Canada, has not held
or used (and does not hold or use) common shares in connection with a permanent
establishment or fixed base in Canada, and who qualifies for the full benefits
of the Treaty. The Canada Revenue Agency has introduced special forms to be used
in order to substantiate eligibility for Treaty benefits, and affected holders
should consult with their own advisers with respect to these forms and all
relevant compliance matters.

---

- 60 -

Holders who meet all such criteria in clauses (a) and (b) above
are referred to herein as a "U.S. Holder" or "U.S. Holders", and this summary
only addresses such U.S. Holders. The summary does not deal with special
situations, such as particular circumstances of traders or dealers, limited
liability companies, tax-exempt entities, insurers, financial institutions
(including those to which the mark-to-market provisions of the Tax Act apply),
or entities considered fiscally transparent under applicable law, or otherwise.

This summary is based on the current provisions of the Tax Act
  and the regulations thereunder, all proposed amendments to the Tax Act and
  regulations publicly announced by the Minister of Finance (Canada) to the date
  hereof, the current provisions of the Treaty and our understanding of the
  current administrative practices of the Canada Revenue Agency. It has been
  assumed that all currently proposed amendments to the Tax Act and regulations
  will be enacted as proposed and that there will be no other relevant change in
  any governing law, the Treaty or administrative policy, although no assurance
  can be given in these respects. This summary does not take into account
  provincial, U.S. or other foreign income tax considerations, which may differ
significantly from those discussed herein.

This summary is not exhaustive of all possible Canadian income
tax consequences. It is not intended as legal or tax advice to any particular
U.S. Holder and should not be so construed. The tax consequences to a U.S.
Holder will depend on that U.S. Holder's particular circumstances. Accordingly,
all U.S. Holders or prospective U.S. Holders should consult their own tax
advisers with respect to the tax consequences applicable to them having regard
to their own particular circumstances. The discussion below is qualified
accordingly.

Dividend

Dividends paid or deemed to be paid or credited by the Company
to a U.S. Holder are subject to Canadian withholding tax. Under the Treaty, the
rate of withholding tax on dividends paid to a U.S. Holder is generally limited
to 15% of the gross dividend (or 5% in the case of a U.S. holder that is a
corporate shareholder owning at least 10% of the Company's voting shares),
provided the U.S. Holder can establish entitlement to the benefits of the
Treaty.

Disposition

A U.S. Holder is generally not subject to tax under the Tax Act
in respect of a capital gain realized on the disposition of a common share in
the open market, unless the share is "taxable Canadian property" to the holder
thereof and the U.S. Holder is not entitled to relief under the Treaty.

Provided that the Company's common shares are listed on a
"designated stock exchange" for purposes of the Tax Act (which currently
includes the TSX Venture) at the time of disposition, a common share will
generally not constitute taxable Canadian property to a U.S. Holder unless, at
any time during the 60 month period ending at the time of disposition, (i) the
U.S. Holder or persons with whom the U.S. Holder did not deal at arm's length
(or the U.S. Holder together with such persons) owned 25% or more of the issued
shares of any class or series of the Company AND (ii) more than 50% of the fair
market value of the share was derived directly or indirectly from certain types
of assets, including real or immoveable property situated in Canada, Canadian
resource properties or timber resource properties, and options, interests or
rights in respect of any of the foregoing. Common shares may also be deemed to
be taxable Canadian property under the Tax Act in certain specific
circumstances. A U.S. Holder holding Common shares as taxable Canadian property
should consult with the U.S. Holder's own tax advisers in advance of any
disposition of Common shares or deemed disposition under the Tax Act in order to
determine whether any relief from tax under the Tax Act may be available by
virtue of the Treaty, and any related compliance procedures.

United States Federal Income Tax Consequences

The Company believes it is likely a "passive foreign investment
company" which may have adverse U.S. federal income tax consequences for U.S.
shareholders.

---

- 61 -

U.S. shareholders should be aware that the Company believes it
was classified as a passive foreign investment company ("PFIC") during the tax
year ended March 31, 2017, and may be a PFIC in future tax years. If the Company
is a PFIC for any year during a U.S. shareholder's holding period, then such
U.S. shareholder generally will be required to treat any gain realized upon a
disposition of common shares, or any so-called "excess distribution" received on
its common shares, as ordinary income, and to pay an interest charge on a
portion of such gain or distributions, unless the shareholder makes a timely and
effective "qualified electing fund" election ("QEF Election") or a
"mark-to-market" election with respect to the common shares. A U.S. shareholder
who makes a QEF Election generally must report on a current basis its share of
the Company's net capital gain and ordinary earnings for any year in which the
Company is a PFIC, whether or not the Company distributes any amounts to its
shareholders. However, U.S. shareholders should be aware that there can be no
assurance that the Company will satisfy record keeping requirements that apply
to a qualified electing fund, or that the Company will supply U.S. shareholders
with information that such U.S. shareholders require to report under the QEF
Election rules, in the event that the Company is a PFIC and a U.S. shareholder
wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a
QEF Election with respect to their common shares. A U.S. shareholder who makes
the mark-to-market election generally must include as ordinary income each year
the excess of the fair market value of the common shares over the taxpayer's
basis therein. This paragraph is qualified in its entirety by the discussion
below under the heading "Certain United States Federal Income Tax
Considerations." Each U.S. shareholder should consult its own tax adviser
regarding the PFIC rules and the U.S. federal income tax consequences of the
acquisition, ownership, and disposition of common shares.

Certain United States Federal Income Tax Considerations

The following is a general summary of certain material U.S.
federal income tax considerations applicable to a U.S. Holder (as defined below)
arising from and relating to the acquisition, ownership, and disposition of
common shares.

This summary is for general information purposes only and does
not purport to be a complete analysis or listing of all potential U.S. federal
income tax considerations that may apply to a U.S. Holder arising from and
relating to the acquisition, ownership, and disposition of common shares. In
addition, this summary does not take into account the individual facts and
circumstances of any particular U.S. Holder that may affect the U.S. federal
income tax consequences to such U.S. Holder, including specific tax consequences
to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is
not intended to be, and should not be construed as, legal or U.S. federal income
tax advice with respect to any U.S. Holder. This summary does not address the
U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and
local, and foreign tax consequences to U.S. Holders of the acquisition,
ownership, and disposition of common shares. Except as specifically set forth
below, this summary does not discuss applicable tax reporting requirements. Each
prospective U.S. Holder should consult its own tax adviser regarding the U.S.
federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S.
state and local, and foreign tax consequences relating to the acquisition,
ownership and disposition of common shares.

No legal opinion from U.S. legal counsel or ruling from the
Internal Revenue Service (the "IRS") has been requested, or will be obtained,
regarding the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of common shares. This summary is not binding on the
IRS, and the IRS is not precluded from taking a position that is different from,
and contrary to, the positions taken in this summary. In addition, because the
authorities on which this summary is based are subject to various
interpretations, the IRS and the U.S. courts could disagree with one or more of
the conclusions described in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations (whether final, temporary, or
proposed), published rulings of the IRS, published administrative positions of
the IRS, the Convention Between Canada and the United States of America with
Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended
(the "Canada-U.S. Tax Convention"), and U.S. court decisions that are applicable
and, in each case, as in effect and available, as of the date of this document.
Any of the authorities on which this summary is based could be changed in a
material and adverse manner at any time, and any such change could be applied on
a retroactive or prospective basis which could affect the U.S. federal income
tax considerations described in this summary. This summary does not discuss the
potential effects, whether adverse or beneficial, of any proposed legislation
that, if enacted, could be applied on a retroactive or prospective basis.

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- 62 -

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a
beneficial owner of common shares that is for U.S. federal income tax purposes:

| | an individual who is a citizen or resident of
      the U.S.;                                                                                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                          
| | a corporation (or other entity taxable as a
      corporation for U.S. federal income tax purposes) organized under the laws
      of the U.S., any state thereof or the District of Columbia;                                                                                           
|  |                                                                                                                                                                                                                                                                                          
| | an estate whose income is subject to U.S. federal income
      taxation regardless of its source; or                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                          
| | a trust that (1) is subject to the primary supervision of
      a court within the U.S. and the control of one or more U.S. persons for
      all substantial decisions or (2) has a valid election in effect under
      applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a "non-U.S. Holder" is a
beneficial owner of common shares that is not a U.S. Holder. This summary does
not address the U.S. federal income tax consequences to non-U.S. Holders arising
from and relating to the acquisition, ownership, and disposition of common
shares. Accordingly, a non-U.S. Holder should consult its own tax adviser
regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal
estate and gift, U.S. state and local, and foreign tax consequences (including
the potential application of and operation of any income tax treaties) relating
to the acquisition, ownership, and disposition of common shares.

U.S. Holders Subject to Special U.S. Federal Income Tax
Rules Not Addressed

This summary does not address the U.S. federal income tax
considerations applicable to U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, the following: (a) U.S. Holders
that are tax-exempt organizations, qualified retirement plans, individual
retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are
financial institutions, underwriters, insurance companies, real estate
investment trusts, or regulated investment companies; (c) U.S. Holders that are
broker-dealers, dealers, or traders in securities or currencies that elect to
apply a mark-to-market accounting method; (d) U.S. Holders that have a
"functional currency" other than the U.S. Dollar; (e) U.S. Holders that own
common shares as part of a straddle, hedging transaction, conversion
transaction, constructive sale, or other arrangement involving more than one
position; (f) U.S. Holders that acquired common shares in connection with the
exercise of employee stock options or otherwise as compensation for services;
(g) U.S. Holders that hold common shares other than as a capital asset within
the meaning of Section 1221 of the Code (generally, property held for investment
purposes); or (h) U.S. Holders that own or have owned (directly, indirectly, or
by attribution) 10% or more of the total combined voting power of the
outstanding shares of the Company. This summary also does not address the U.S.
federal income tax considerations applicable to U.S. Holders who are: (a) U.S.
expatriates or former long-term residents of the U.S.; (b) persons that have
been, are, or will be a resident or deemed to be a resident in Canada for
purposes of the Income Tax Act (Canada) (the "Tax Act"); (c) persons that use or
hold, will use or hold, or that are or will be deemed to use or hold common
shares in connection with carrying on a business in Canada; (d) persons whose
common shares constitute "taxable Canadian property" under the Tax Act; or (e)
persons that have a permanent establishment in Canada for the purposes of the
Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, U.S. Holders described
immediately above, should consult their own tax adviser regarding the U.S.
federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S.
state and local, and foreign tax consequences relating to the acquisition,
ownership and disposition of common shares.

If an entity or arrangement that is classified as a partnership
(or other "pass-through" entity) for U.S. federal income tax purposes holds
common shares, the U.S. federal income tax consequences to such entity and the
partners (or other owners) of such entity generally will depend on the
activities of the entity and the status of such partners (or owners). This
summary does not address the tax consequences to any such owner. Partners (or
other owners) of entities or arrangements that are classified as partnerships or
as "pass-through" entities for U.S. federal income tax purposes should consult
their own tax advisers regarding the U.S. federal income tax consequences
arising from and relating to the acquisition, ownership, and disposition of
common shares.

Passive Foreign Investment Company Rules

If the Company were to constitute a "passive foreign investment
company" under the meaning of Section 1297 of the Code (a "PFIC", as defined
below) for any year during a U.S. Holder's holding period, then certain
potentially adverse rules will affect the U.S. federal income tax consequences
to a U.S. Holder resulting from the acquisition, ownership and disposition of
common shares. The Company believes that it was classified as a PFIC during the
tax year ended March 31, 2017, and may be a PFIC in future tax years. The
determination of whether any corporation was, or will be, a PFIC for a tax year
depends, in part, on the application of complex U.S. federal income tax rules,
which are subject to differing interpretations. In addition, whether any
corporation will be a PFIC for any tax year depends on the assets and income of
such corporation over the course of each such tax year and, as a result, cannot
be predicted with certainty as of the date of this document. Accordingly, there
can be no assurance that the IRS will not challenge any determination made by
the Company (or any subsidiary of the Company) concerning its PFIC status. Each
U.S. Holder should consult its own tax adviser regarding the PFIC status of the
Company and any subsidiary of the Company.

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In addition, in any year in which the Company is classified as
a PFIC, such holder would be required to file an annual report with the IRS
containing such information as Treasury Regulations and/or other IRS guidance
may require. In addition to penalties, a failure to satisfy such reporting
requirements may result in an extension of the time period during which the IRS
can assess a tax. U.S. Holders should consult their own tax advisers regarding
the requirements of filing such information returns under these rules, including
the requirement to file an IRS Form 8621.

PFIC Status of the Company

The Company generally will be a PFIC if, for a tax year, (a)
75% or more of the gross income of the Company is passive income (the "income
test") or (b) 50% or more of the value of the Company's assets either produce
passive income or are held for the production of passive income, based on the
quarterly average of the fair market value of such assets (the "asset test").
"Gross income" generally includes all sales revenues less the cost of goods
sold, plus income from investments and from incidental or outside operations or
sources, and "passive income" generally includes, for example, dividends,
interest, certain rents and royalties, certain gains from the sale of stock and
securities, and certain gains from commodities transactions.

Active business gains arising from the sale of commodities
generally are excluded from passive income if substantially all (85% or more) of
a foreign corporation's commodities are stock in trade or inventory, depreciable
property used in a trade or business, or supplies regularly used or consumed in
a trade or business and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described
above, if the Company owns, directly or indirectly, 25% or more of the total
value of the outstanding shares of another corporation, the Company will be
treated as if it (a) held a proportionate share of the assets of such other
corporation and (b) received directly a proportionate share of the income of
such other corporation. In addition, for purposes of the PFIC income test and
asset test described above, and assuming certain other requirements are met,
"passive income" does not include certain interest, dividends, rents, or
royalties that are received or accrued by the Company from certain "related
persons" (as defined in Section 954(d)(3) of the Code), to the extent such items
are properly allocable to the income of such related person that is not passive
income.

Under certain attribution rules, if the Company is a PFIC, U.S.
Holders will generally be deemed to own their proportionate share of the
Company's direct or indirect equity interest in any company that is also a PFIC
(a ''Subsidiary PFIC''), and will be subject to U.S. federal income tax on their
proportionate share of (a) any "excess distributions," as described below, on
the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of
the stock of a Subsidiary PFIC by the Company or another Subsidiary PFIC, both
as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In
addition, U.S. Holders may be subject to U.S. federal income tax on any indirect
gain realized on the stock of a Subsidiary PFIC on the sale or disposition of
common shares. Accordingly, U.S. Holders should be aware that they could be
subject to tax even if no distributions are received and no redemptions or other
dispositions of common shares are made.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC for any tax year during which a U.S.
Holder owns common shares, the U.S. federal income tax consequences to such U.S.
Holder of the acquisition, ownership, and disposition of common shares will
depend on whether and when such U.S. Holder makes an election to treat the
Company and each Subsidiary PFIC, if any, as a "qualified electing fund" or
"QEF" under Section 1295 of the Code (a "QEF Election") or makes a
mark-to-market election under Section 1296 of the Code (a "Mark-to-Market
Election"). A U.S. Holder that does not make either a QEF Election or a
Mark-to-Market Election will be referred to in this summary as a "Non-Electing
U.S. Holder."

A Non-Electing U.S. Holder will be subject to the rules of
Section 1291 of the Code (described below) with respect to (a) any gain
recognized on the sale or other taxable disposition of common shares and (b) any
excess distribution received on the common shares. A distribution generally will
be an "excess distribution" to the extent that such distribution (together with
all other distributions received in the current tax year) exceeds 125% of the average distributions
received during the three preceding tax years (or during a U.S. Holder's holding
period for the common shares, if shorter).

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Under Section 1291 of the Code, any gain recognized on the sale
or other taxable disposition of common shares (including an indirect disposition
of the stock of any Subsidiary PFIC), and any "excess distribution" received on
common shares or with respect to the stock of a Subsidiary PFIC, must be ratably
allocated to each day in a Non-Electing U.S. Holder's holding period for the
respective common shares. The amount of any such gain or excess distribution
allocated to the tax year of disposition or distribution of the excess
distribution and to years before the entity became a PFIC, if any, would be
taxed as ordinary income. The amounts allocated to any other tax year would be
subject to U.S. federal income tax at the highest tax rate applicable to
ordinary income in each such year, and an interest charge would be imposed on
the tax liability for each such year, calculated as if such tax liability had
been due in each such year. A Non-Electing U.S. Holder that is not a corporation
must treat any such interest paid as "personal interest," which is not
deductible.

If the Company is a PFIC for any tax year during which a
  Non-Electing U.S. Holder holds common shares, the Company will continue to be
  treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of
  whether the Company ceases to be a PFIC in one or more subsequent tax years. A
  Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to
  recognize gain (which will be taxed under the rules of Section 1291 of the Code
  discussed above), but not loss, as if such common shares were sold on the last
day of the last tax year for which the Company was a PFIC.

QEF Election

A U.S. Holder that makes a timely and effective QEF Election
for the first tax year in which its holding period of its common shares begins
generally will not be subject to the rules of Section 1291 of the Code discussed
above with respect to its common shares. A U.S. Holder that makes a timely and
effective QEF Election will be subject to U.S. federal income tax on such U.S.
Holder's pro rata share of (a) the net capital gain of the Company, which will
be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary
earnings of the Company, which will be taxed as ordinary income to such U.S.
Holder. Generally, "net capital gain" is the excess of (a) net long-term capital
gain over (b) net short-term capital loss, and "ordinary earnings" are the
excess of (a) "earnings and profits" over (b) net capital gain. A U.S. Holder
that makes a QEF Election will be subject to U.S. federal income tax on such
amounts for each tax year in which the Company is a PFIC, regardless of whether
such amounts are actually distributed to such U.S. Holder by the Company.
However, for any tax year in which the Company is a PFIC and has no net income
or gain, U.S. Holders that have made a QEF Election would not have any income
inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF
Election has an income inclusion, such a U.S. Holder may, subject to certain
limitations, elect to defer payment of current U.S. federal income tax on such
amounts, subject to an interest charge. If such U.S. Holder is not a
corporation, any such interest paid will be treated as "personal interest,"
which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election
with respect to the Company generally (a) may receive a tax-free distribution
from the Company to the extent that such distribution represents "earnings and
profits" of the Company that were previously included in income by the U.S.
Holder because of such QEF Election and (b) will adjust such U.S. Holder's tax
basis in the common shares to reflect the amount included in income or allowed
as a tax-free distribution because of such QEF Election. In addition, a U.S.
Holder that makes a QEF Election generally will recognize capital gain or loss
on the sale or other taxable disposition of common shares.

The procedure for making a QEF Election, and the U.S. federal
income tax consequences of making a QEF Election, will depend on whether such
QEF Election is timely. A QEF Election will be treated as "timely" if such QEF
Election is made for the first year in the U.S. Holder's holding period for the
common shares in which the Company was a PFIC. A U.S. Holder may make a timely
QEF Election by filing the appropriate QEF Election documents at the time such
U.S. Holder files a U.S. federal income tax return for such year. If a U.S.
Holder does not make a timely and effective QEF Election for the first year in
the U.S. Holder's holding period for the common shares, the U.S. Holder may
still be able to make a timely and effective QEF Election in a subsequent year
if such U.S. Holder meets certain requirements and makes a "purging" election to
recognize gain (which will be taxed under the rules of Section 1291 of the Code
discussed above) as if such common shares were sold for their fair market value
on the day the QEF Election is effective. If a U.S. Holder owns PFIC stock
indirectly through another PFIC, separate QEF Elections must be made for the
PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC
for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which such QEF
Election is timely made and to all subsequent tax years, unless such QEF
Election is invalidated or terminated or the IRS consents to revocation of such
QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax
year, the Company ceases to be a PFIC, the QEF Election will remain in effect
(although it will not be applicable) during those tax years in which the Company
is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent
tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any
subsequent tax year in which the Company qualifies as a PFIC.

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U.S. Holders should be aware that there can be no assurances
that the Company will satisfy the record keeping requirements that apply to a
QEF, or that the Company will supply U.S. Holders with information that such
U.S. Holders are required to report under the QEF rules, in the event that the
Company is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election
with respect to their common shares. Each U.S. Holder should consult its own tax
adviser regarding the availability of, and procedure for making, a QEF Election.

A U.S. Holder makes a QEF Election by attaching a completed IRS
  Form 8621, including a PFIC Annual Information Statement, to a timely filed
  United States federal income tax return. However, if the Company cannot provide
  the required information with regard to the Company or any of its Subsidiary
  PFICs, U.S. Holders will not be able to make a QEF Election for such entity and
  will continue to be subject to the rules discussed above that apply to
  Non-Electing U.S. Holders with respect to the taxation of gains and excess
distributions.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the
common shares are marketable stock. The common shares generally will be
"marketable stock" if the common shares are regularly traded on (a) a national
securities exchange that is registered with the Securities and Exchange
Commission, (b) the national market system established pursuant to section 11A
of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange
that is regulated or supervised by a governmental authority of the country in
which the market is located, provided that (i) such foreign exchange has trading
volume, listing, financial disclosure, and surveillance requirements, and meets
other requirements and the laws of the country in which such foreign exchange is
located, together with the rules of such foreign exchange, ensure that such
requirements are actually enforced and (ii) the rules of such foreign exchange
effectively promote active trading of listed stocks. If such stock is traded on
such a qualified exchange or other market, such stock generally will be
"regularly traded" for any calendar year during which such stock is traded,
other than in de minimis quantities, on at least 15 days during each calendar
quarter.

A U.S. Holder that makes a Mark-to-Market Election with respect
to its common shares generally will not be subject to the rules of Section 1291
of the Code discussed above with respect to such common shares. However, if a
U.S. Holder does not make a Mark-to-Market Election beginning in the first tax
year of such U.S. Holder's holding period for the common shares or such U.S.
Holder has not made a timely QEF Election, the rules of Section 1291 of the Code
discussed above will apply to certain dispositions of, and distributions on, the
common shares.

A U.S. Holder that makes a Mark-to-Market Election will include
in ordinary income, for each tax year in which the Company is a PFIC, an amount
equal to the excess, if any, of (a) the fair market value of the common shares,
as of the close of such tax year over (b) such U.S. Holder's tax basis in such
common shares. A U.S. Holder that makes a Mark-to-Market Election will be
allowed a deduction in an amount equal to the excess, if any, of (a) such U.S.
Holder's adjusted tax basis in the common shares, over (b) the fair market value
of such common shares (but only to the extent of the net amount of previously
included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally
also will adjust such U.S. Holder's tax basis in the common shares to reflect
the amount included in gross income or allowed as a deduction because of such
Mark-to-Market Election. In addition, upon a sale or other taxable disposition
of common shares, a U.S. Holder that makes a Mark-to-Market Election will
recognize ordinary income or ordinary loss (not to exceed the excess, if any, of
(a) the amount included in ordinary income because of such Mark-to-Market
Election for prior tax years over (b) the amount allowed as a deduction because
of such Mark-to-Market Election for prior tax years). Losses that exceed this
limitation are subject to the rules generally applicable to losses provided in
the Code and Treasury Regulations.

A U.S. Holder makes a Mark-to-Market Election by attaching a
completed IRS Form 8621 to a timely filed United States federal income tax
return. A Mark-to-Market Election applies to the tax year in which such
Mark-to-Market Election is made and to each subsequent tax year, unless the
common shares cease to be "marketable stock" or the IRS consents to revocation
of such election. Each U.S. Holder should consult its own tax adviser regarding
the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market
Election with respect to the common shares, no such election may be made with
respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as
owning, because such stock is not marketable. Hence, the Mark-to-Market Election
will not be effective to eliminate the application of the default rules of
Section 1291 of the Code described above with respect to deemed dispositions of
Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC.

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Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed
Treasury Regulations that, subject to certain exceptions, would cause a U.S.
Holder that had not made a timely QEF Election to recognize gain (but not loss)
upon certain transfers of common shares that would otherwise be tax-deferred
(e.g., gifts and exchanges pursuant to corporate reorganizations). However, the
specific U.S. federal income tax consequences to a U.S. Holder may vary based on
the manner in which common shares are transferred.

Certain additional adverse rules may apply with respect to a
U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder
makes a QEF Election. For example, under Section 1298(b)(6) of the Code, a U.S.
Holder that uses common shares as security for a loan will, except as may be
provided in Treasury Regulations, be treated as having made a taxable
disposition of such common shares.

Special rules also apply to the amount of foreign tax credit
that a U.S. Holder may claim on a distribution from a PFIC. Subject to such
special rules, foreign taxes paid with respect to any distribution in respect of
stock in a PFIC are generally eligible for the foreign tax credit. The rules
relating to distributions by a PFIC and their eligibility for the foreign tax
credit are complicated, and a U.S. Holder should consult with its own tax
adviser regarding the availability of the foreign tax credit with respect to
distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult
its own tax adviser regarding the PFIC rules and how the PFIC rules may affect
the U.S. federal income tax consequences of the acquisition, ownership, and
disposition of common shares.

Ownership and Disposition of Common Shares

The following discussion is subject to the rules described
above under the heading "Passive Foreign Investment Company Rules."

Distributions on Common Shares

A U.S. Holder that receives a distribution, including a
constructive distribution, with respect to a common share will be required to
include the amount of such distribution in gross income as a dividend (without
reduction for any Canadian income tax withheld from such distribution) to the
extent of the current or accumulated "earnings and profits" of the Company, as
computed for U.S. federal income tax purposes. A dividend generally will be
taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC. To
the extent that a distribution exceeds the current and accumulated "earnings and
profits" of the Company, such distribution will be treated first as a tax-free
return of capital to the extent of a U.S. Holder's tax basis in the common
shares and thereafter as gain from the sale or exchange of such common shares.
(See "Sale or Other Taxable Disposition of common shares" below). However, the
Company may not maintain the calculations of earnings and profits in accordance
with U.S. federal income tax principles, and each U.S. Holder should therefore
assume that any distribution by the Company with respect to the common shares
will constitute ordinary dividend income. Dividends received on common shares
generally will not be eligible for the "dividends received deduction". In
addition, the Company does not anticipate that its distributions will constitute
qualified dividend income eligible for the preferential tax rates applicable to
long-term capital gains. The dividend rules are complex, and each U.S. Holder
should consult its own tax adviser regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of common shares, a
U.S. Holder generally will recognize capital gain or loss in an amount equal to
the difference between the U.S. Dollar value of cash received plus the fair
market value of any property received and such U.S. Holder's tax basis in such
common shares sold or otherwise disposed of. A U.S. Holder's tax basis in common
shares generally will be such holder's U.S. Dollar cost for such common shares.
Gain or loss recognized on such sale or other disposition generally will be
long-term capital gain or loss if, at the time of the sale or other disposition,
the common shares have been held for more than one year.

Preferential tax rates currently apply to long-term capital
gain of a U.S. Holder that is an individual, estate, or trust. There are
currently no preferential tax rates for long-term capital gain of a U.S. Holder
that is a corporation. Deductions for capital losses are subject to significant
limitations under the Code.

Additional Tax on Passive Income

Certain individuals, estates and trusts whose income exceeds
certain thresholds will be required to pay a 3.8% Medicare surtax on "net
investment income" including, among other things, dividends and net gain from dispositions of property (other than property held in
certain trades or businesses). U.S. Holders should consult with their own tax
advisers regarding the effect, if any, of this tax on their ownership and
disposition of common shares.

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Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign
  currency, or on the sale, exchange or other taxable disposition of common
  shares, generally will be equal to the U.S. Dollar value of such foreign
  currency based on the exchange rate applicable on the date of receipt
  (regardless of whether such foreign currency is converted into U.S. Dollars at
  that time). A U.S. Holder will have a basis in the foreign currency equal to its
  U.S. Dollar value on the date of receipt. Any U.S. Holder who converts or
  otherwise disposes of the foreign currency after the date of receipt may have a
  foreign currency exchange gain or loss that would be treated as ordinary income
  or loss, and generally will be U.S. source income or loss for foreign tax credit
  purposes. Different rules apply to U.S. Holders who use the accrual method with
  respect to foreign currency received upon the sale, exchange or other taxable
  disposition of the common shares. Each U.S. Holder should consult its own U.S.
  tax adviser regarding the U.S. federal income tax consequences of receiving,
owning, and disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that
pays (whether directly or through withholding) Canadian income tax with respect
to dividends paid on the common shares generally will be entitled, at the
election of such U.S. Holder, to receive either a deduction or a credit for such
Canadian income tax. Generally, a credit will reduce a U.S. Holder's U.S.
federal income tax liability on a Dollar-for-Dollar basis, whereas a deduction
will reduce a U.S. Holder's income subject to U.S. federal income tax. This
election is made on a year-by-year basis and applies to all foreign taxes paid
(whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including
the general limitation that the credit cannot exceed the proportionate share of
a U.S. Holder's U.S. federal income tax liability that such U.S. Holder's
"foreign source" taxable income bears to such U.S. Holder's worldwide taxable
income. In applying this limitation, a U.S. Holder's various items of income and
deduction must be classified, under complex rules, as either "foreign source" or
"U.S. source." Generally, dividends paid by a foreign corporation should be
treated as foreign source for this purpose, and gains recognized on the sale of
stock of a foreign corporation by a U.S. Holder should be treated as U.S. source
for this purpose, except as otherwise provided in an applicable income tax
treaty, and if an election is properly made under the Code. However, the amount
of a distribution with respect to the common shares that is treated as a
"dividend" may be lower for U.S. federal income tax purposes than it is for
Canadian federal income tax purposes, resulting in a reduced foreign tax credit
allowance to a U.S. Holder. In addition, this limitation is calculated
separately with respect to specific categories of income. The foreign tax credit
rules are complex, and each U.S. Holder should consult its own U.S. tax adviser
regarding the foreign tax credit rules.

Backup Withholding and Information Reporting

Under U.S. federal income tax law, certain categories of U.S.
Holders must file information returns with respect to their investment in, or
involvement in, a foreign corporation. For example, U.S. return disclosure
obligations (and related penalties) are imposed on individuals who are U.S.
Holders that hold certain specified foreign financial assets in excess of
certain threshold amounts. The definition of specified foreign financial assets
includes not only financial accounts maintained in foreign financial
institutions, but also, unless held in accounts maintained by a financial
institution, any stock or security issued by a non-U.S. person, any financial
instrument or contract held for investment that has an issuer or counterparty
other than a U.S. person and any interest in a foreign entity. U.S. Holders may
be subject to these reporting requirements unless their common shares are held
in an account at certain financial institutions. Penalties for failure to file
certain of these information returns are substantial. U.S. Holders should
consult with their own tax advisers regarding the requirements of filing
information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S.
middleman, of dividends on, and proceeds arising from the sale or other taxable
disposition of, common shares will generally be subject to information reporting
and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to
furnish such U.S. Holder's correct U.S. taxpayer identification number
(generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification
number, (c) is notified by the IRS that such U.S. Holder has previously failed
to properly report items subject to backup withholding tax, or (d) fails to
certify, under penalty of perjury, that such U.S. Holder has furnished its
correct U.S. taxpayer identification number and that the IRS has not notified
such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these
information reporting and backup withholding rules. Backup withholding is not an
additional tax. Any amounts withheld under the U.S. backup withholding tax rules
will be allowed as a credit against a U.S. Holder's U.S. federal income tax
liability, if any, or will be refunded, if such U.S. Holder furnishes required
information to the IRS in a timely manner. Each U.S. Holder should consult its
own tax adviser regarding the information reporting and backup withholding
rules.

---

- 68 -

|F. | DIVIDENDS AND PAYING
AGENTS
|-- | ---------------------------

Not applicable.

|G. | STATEMENT BY EXPERTS
|-- | --------------------

Not applicable.

|H. | DOCUMENTS ON DISPLAY
|-- | --------------------

Exhibits attached to this Form 20-F are also available for
viewing on EDGAR, or at the offices of Amarc, Suite 1500  1040 West Georgia
Street, Vancouver, British Columbia V6E 4H1 or on request of Amarc at
604-684-6365, attention: Corporate Secretary. Copies of Amarc's financial
statements and other continuous disclosure documents required under the British
Columbia Securities Act are available for viewing on the internet at
www.sedar.com.

|I. | SUBSIDIARY INFORMATION
|-- | ----------------------

Not applicable.

|ITEM 11 | QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------------

|A. | TRANSACTION RISK AND CURRENCY RISK
    MANAGEMENT
|-- | -------------------------------------------------

Amarc's operations do not employ financial instruments or
derivatives which are market sensitive and Amarc does not have financial market
risks.

|B. | EXCHANGE RATE SENSITIVITY
|-- | -------------------------

Amarc's administrative operations are in Canada. The Company
typically holds most of its funds in Canadian Dollars and typically acquires
foreign currency on an as-needed basis and, hence, it is not significantly
affected by exchange rate risk. The Company does, however, from time to time,
invest in U.S. Dollars denominated short-term investments. The Company is
exposed to foreign currency exchange risk on such investments. However, such
U.S. Dollars denominated investments have been minor and the foreign exchange
risk has been immaterial.

The Company currently does not engage in foreign currency
hedging.

|C. | INTEREST RATE RISK AND EQUITY PRICE
  RISK
|-- | ------------------------------------------

Amarc's liabilities consist of routine accounts payable,
balance due to a related party, and a short-term and long term loan payable to a
director of the Company. The loans bear fixed interest rates. Based on these
factors, interest rate change risk for the Company is nominal. For more details
on the loan, refer to Note 8 of the accompanying audited annual financial
statements for the year ended March 31, 2017. Some of the Company's marketable
securities are subject to equity price risk as they relate to shares held in
publicly-traded companies. Given the small value of the Company's marketable
securities, equity price risk for the Company is nominal.

---

- 69 -

|D. | COMMODITY PRICE RISK
|-- | --------------------

While the value of Amarc's resource properties can always be
said to relate to the price of copper and gold metals and the outlook for same,
Amarc does not have any operating mines and hence does not have any hedging or
other commodity-based operational risks respecting its business activities.

|ITEM 12 | DESCRIPTION OF
      SECURITIES OTHER THAN EQUITY SECURITIES
|------- | ------------------------------------------------------------

Not applicable.

|ITEM 13 | DEFAULTS, DIVIDEND
      ARREARAGES AND DELINQUENCIES
|------- | -----------------------------------------------------

Not applicable.

|ITEM 14 | MATERIAL MODIFICATIONS
      TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|------- | ----------------------------------------------------------------------------------

Not applicable.

|ITEM 15 | CONTROLS AND
      PROCEDURES
|------- | -----------------------------

DISCLOSURE CONTROLS AND PROCEDURES

At the end of the period covered by this annual report on Form
20-F, an evaluation was carried out with the participation of the Company's
management, including the President and Chief Executive Officer ("CEO") and the
Chief Financial Officer ("CFO"), of the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a  15(e) and 15d
15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")). Based on that evaluation, the President and CEO and the CFO have
concluded that as of the end of the period covered by this annual report on Form
20-F, the Company's disclosure controls and procedures were effective in
providing reasonable assurance that: (i) information required to be disclosed by
the Company in reports that it files or submits to the SEC under the Exchange
Act was recorded, processed, summarized and reported within the time periods
specified in applicable rules and forms, and (ii) material information required
to be disclosed in the Company's reports filed under the Exchange Act was
accumulated and communicated to the Company's management, including the
President and CEO and the CFO, as appropriate, to allow for accurate and timely
decisions regarding required disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

The Company's management, including the President and CEO and
CFO, is responsible for establishing and maintaining adequate internal control
over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act. The Company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation and fair presentation of financial
statements for external purposes in accordance with IFRS. The Company's internal
control over financial reporting includes those policies and procedures
that:

| | pertain to the maintenance of records that, in reasonable
      detail, accurately and fairly reflect the transactions and dispositions of
      the assets of the Company;                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                
| | provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with IFRS, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company; and
|  |                                                                                                                                                                                                                                                                                                                                
| | provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      Company's assets that could have a material effect on the financial
      statements.                                                                                                 

---

- 70 -

With the participation of the President and CEO and CFO,
management conducted an evaluation of the design and operation of the Company's
internal control over financial reporting as of March 31, 2017, based on the
criteria set forth in Internal Control  Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation,
management concluded in its report that the Company's internal control over
financial reporting was effective as of March 31, 2017.

This Annual Report does not include an attestation report of
the Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to rules that permit the
Company to provide only management's report in this Annual Report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this Annual Report on Form 20-F,
no changes occurred in the Company's internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company's management, including its President and CEO and
CFO, does not expect that its disclosure controls and procedures or internal
controls and procedures will prevent all errors and all fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls. The design of any system of controls is also based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

|ITEM 16 | [RESERVED]
|------- | ----------

|ITEM 16A | AUDIT COMMITTEE
      FINANCIAL EXPERT
|-------- | --------------------------------------

The members of the audit committee are Rene Carrier, Barry
Coughlan and Jeffrey Mason. The board of directors has determined that Mr. Mason
qualifies as a "financial expert" under the rules of the Securities and Exchange
Commission, based on his education and experience. Mr. Mason is independent, as
the term is defined in section 803 of the NYSE/MKT Company Guide.

Each audit committee member is able to read and understand
fundamental financial statements.

|ITEM 16B | CODE OF ETHICS
|-------- | --------------

The Company's board of directors has adopted a Code of Ethics
governing directors, officers, employees and contractors. The Code of Ethics
sets forth written standards that are designed to deter wrongdoing and to
promote:

|(a) | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 71 -

|(b) | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that the Company files with, or
      submits to, securities regulators and in other public communications made
      by the Company;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                 
|(c) | compliance with applicable laws, rules and
      regulations;                                                                                                                                                                   
|    |                                                                                                                                                                                                                                 
|(d) | the prompt internal reporting of violations of the Code
      of Ethics to an appropriate person or persons identified in the Code;
      and                                                                                   
|    |                                                                                                                                                                                                                                 
|(e) | accountability for adherence to the Code of
  Ethics.                                                                                                                                                                           

The board of directors monitors compliance with the Code of
Ethics by ensuring that all Company personnel have read and understood the Code
of Ethics, and by charging management with bringing to the attention of the
board of directors any issues that arise with respect to the Code of Ethics.

The Company's Code of Ethics was filed as Exhibit 11.1 of the
Company's Form 20-F filed on October 7, 2008. The Company's Code of Ethics can
be viewed at the Company's website. The Company will also provide a copy of the
Code of Ethics to any person without charge, upon request. Requests can be sent
by mail to: 15th floor, 1040 West Georgia Street, Vancouver, British Columbia
V6E 4H1 or on request of the Company at 604-684-6365, attention: Investor
Relations Department.

During the most recently completed fiscal year, the Company has
neither: (a) amended its Code of Ethics; nor (b) granted any waiver (including
any implicit waiver) form any provision of its Code of Ethics.

|ITEM 16C | PRINCIPAL ACCOUNTANT
      FEES AND SERVICES
|-------- | --------------------------------------------

The following table discloses the aggregate fees billed for
each of the last two fiscal years for professional services rendered by the
Company's audit firm, De Visser Gray LLP for various services.

Services:
    
    Year
      ended March 31, 2017
    Year
    ended March 31, 2016Audit Fees
    Includes fees necessary to perform the annual audit and
      quarterly reviews of the Company's financial statements. Audit Fees
      include fees for review of tax provisions and for accounting consultations
      on matters reflected in the financial statements. Audit Fees also include
      audit or other attest services required by legislation or regulation, such
      as comfort letters, consents, reviews of securities filings and statutory
      audits.
    $16,000 (estimated)
    $15,900Audit-related Fees
    Includes services that are traditionally performed by the
      auditor. These audit-related services include employee benefit audits, due
      diligence assistance, accounting consultations on proposed transactions,
      internal control reviews and audit or attest services not required by
      legislation or regulation.
    Nil
    NilTax Fees
    Includes fees for all tax services other than those
      included in "Audit Fees" and "Audit-related Fees". This category includes
      fees for tax compliance, tax planning and tax advice. Tax planning and tax
      advice includes assistance with tax audits and appeals, tax advice related
      to mergers and acquisitions, and requests for rulings or technical advice
      from tax authorities.
    Nil
    NilAll Other Fees
    Includes all other non-audit services.
    Nil
    NilTotal
    
    $16,000
    $15,900


From time to time, management of the Company recommends to and
requests approval from the audit committee for non-audit services to be provided
by the Company's auditors. The audit committee routinely considers such requests
at committee meetings, and if acceptable to a majority of the audit committee
members, pre-approves such non-audit services by a resolution authorizing
management to engage the Company's auditors for such non-audit services, with
set maximum dollar amounts for each itemized service. During such deliberations,
the audit committee assesses, among other factors, whether the services
requested would be considered "prohibited services" as contemplated by the SEC,
and whether the services requested and the fees related to such services could
impair the independence of the auditors. No material non-audit services were
provided by the Company's auditors during the years presented in the above
table.

|ITEM 16D | ITEM 16D EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT
COMMITTEES PURCHASERS
|-------- | --------------------------------------------------------------------------

Not applicable.

---

- 72 -

|ITEM 16E | PURCHASES OF
      EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|-------- | ----------------------------------------------------------------------------

In the year ended March 31, 2017, the Company did not purchase
any of its issued and outstanding Common Shares pursuant to any repurchase
program or otherwise.

|ITEM 16F | CHANGE IN REGISTRANT'S
      CERTIFYING ACCOUNTANT
|-------- | --------------------------------------------------

None.

|ITEM 16G | CORPORATE GOVERNANCE
|-------- | --------------------

Not applicable.

|ITEM 16H | MINE SAFETY
      DISCLOSURE
|-------- | ----------------------------

Not applicable.

|ITEM 17 | FINANCIAL STATEMENTS
|------- | --------------------

Not applicable. See Item 18  Financial Statements

|ITEM 18 | FINANCIAL STATEMENTS
|------- | --------------------

The following are incorporated herein:

| | Report of the Company's independent registered
      public accountants, De Visser Gray LLP, dated July 25, 2017;            
|- | -----------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                              
| | Statements of financial position as at March
      31, 2017 and March 31, 2016;                                              
|  |                                                                                                                              
| | Statements of loss for the years ended March
      31, 2017, March 31, 2016, and March 31, 2015;                             
|  |                                                                                                                              
| | Statements of other comprehensive loss (income)
      for the years ended March 31, 2017, March 31, 2016, and March 31, 2015;
|  |                                                                                                                              
| | Statements of cash flows for the years ended
      March 31, 2017, March 31, 2016, and March 31, 2015;                       
|  |                                                                                                                              
| | Statements of changes in equity for the years
      ended March 31, 2017, March 31, 2016, and March 31, 2015; and            
|  |                                                                                                                              
| | Notes to annual financial statements.                                                                                        

---











AMARC RESOURCES
LTD.

FINANCIAL STATEMENTS



FOR THE YEARS ENDEDMARCH 31, 2017, 2016 and 2015



(Expressed in Canadian Dollars)







---



REPORT OF INDEPENDENT REGISTERED CHARTERED PROFESSIONAL
ACCOUNTANTS

To the Shareholders of Amarc Resources Ltd.

We have audited the accompanying financial statements of Amarc
Resources Ltd., which comprise the statements of financial position as at March
31, 2017 and 2016 and the statements of loss, comprehensive loss, changes in
equity and cash flows for each of the years in the three year period ended March
31, 2017, and a summary of significant accounting policies and other explanatory
information.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair
presentation of these financial statements in accordance with International
Financial Reporting Standards as issued by the International Accounting
Standards Board, and for such internal control as management determines is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits in accordance with
Canadian generally accepted auditing standards and the standards of the Public
Company Accounting Oversight Board (United States).Those standards
require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance whether the financial statements are free from
material misstatement.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our
audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all
material respects, the financial position of Amarc Resources Ltd. as at March
31, 2017 and 2016 and its financial performance and its cash flows for each of
the years in the three year period ended March 31, 2017 in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board.

Emphasis of Matter

Without modifying our opinion, we draw attention to Note 1 in
the financial statements which indicates that the Company is dependent upon its
ability to secure new sources of financing to fund on-going exploration and
development objectives. These conditions, along with other matters as set forth
in Note 1, indicate the existence of a material uncertainty that casts
significant doubt about the Company's ability to continue as a going concern.

INDEPENDENT REGISTERED CHARTERED
PROFESSIONAL ACCOUNTANTS Vancouver, Canada July 25, 2017



---

Amarc Resources
Ltd.Statements of Financial Position(Expressed in Canadian Dollars)

|                                                        |        |   | March
      31, |   |   | March
      31, |  
|------------------------------------------------------- | ------ | - | --------------- | - | - | --------------- | -
|                                                        | Note   |   | 2017            |   |   | 2016            |  
|                                                        |        |   |                 |   |   |                 |  
|ASSETS                                                  |        |   |                 |   |   |                 |  
|                                                        |        |   |                 |   |   |                 |  
|Current assets                                          |        |   |                 |   |   |                 |  
|Cash                                                    | 3      | $ | 930,890         |   | $ | 747,408         |  
|Amounts receivable and other
      assets               | 5      |   | 38,891          |   |   | 117,406         |  
|Marketable securities                                   |        |   | 29,468          |   |   | 26,404          |  
|                                                        |        |   | 999,249         |   |   | 891,218         |  
|                                                        |        |   |                 |   |   |                 |  
|Non-current assets                                      |        |   |                 |   |   |                 |  
|Restricted cash                                         | 4      |   | 112,815         |   |   | 205,028         |  
|                                                        |        |   | 112,815         |   |   | 205,028         |  
|                                                        |        |   |                 |   |   |                 |  
|Total assets                                            |        | $ | 1,112,064       |   | $ | 1,096,246       |  
|                                                        |        |   |                 |   |   |                 |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                    |        |   |                 |   |   |                 |  
|                                                        |        |   |                 |   |   |                 |  
|Current liabilities                                     |        |   |                 |   |   |                 |  
|Accounts payable and accrued liabilities                | 7      | $ | 14,841          |   | $ | 22,357          |  
|Balances due to a related
      parties                 | 10 (b) |   | 175,337         |   |   | 180,476         |  
|Director's loan                                         | 8      |   | 390,243         |   |   | 1,000,000       |  
|                                                        |        |   | 580,421         |   |   | 1,202,833       |  
|                                                        |        |   |                 |   |   |                 |  
|Non-current liabilities                                 |        |   |                 |   |   |                 |  
|Director's loan                                         | 8      |   | 940,257         |   |   | 234,849         |  
|                                                        |        |   | 940,257         |   |   | 234,849         |  
|                                                        |        |   |                 |   |   |                 |  
|Total liabilities                                       |        |   | 1,520,678       |   |   | 1,437,682       |  
|                                                        |        |   |                 |   |   |                 |  
|Shareholders' equity (deficiency)                       |        |   |                 |   |   |                 |  
|Share capital                                           | 9      |   | 59,559,910      |   |   | 58,967,910      |  
|Reserves                                                |        |   | 5,740,875       |   |   | 5,357,405       |  
|Accumulated deficit                                     |        |   | (65,709,399     | ) |   | (64,666,751     | )
|                                                        |        |   | (408,614        | ) |   | (341,436        | )
|                                                        |        |   |                 |   |   |                 |  
|Total liabilities and shareholders' equity (deficiency) |        | $ | 1,112,064       |   | $ | 1,096,246       |  
|Nature of operations and going concern (note 1)         |        |   |                 |   |   |                 |  
|Event after the reporting period (note 14)              |        |   |                 |   |   |                 |  

The accompanying notes are an integral part of these
financial statements.

|/s/ Robert A. Dickinson | /s/ Rene G. Carrier
|----------------------- | -------------------
|                        |                    
|Robert A. Dickinson     | Rene G. Carrier    
|Director                | Director           

---

Amarc Resources
Ltd.Statements of
Loss(Expressed in Canadian Dollars, except for weighted average
number of common shares outstanding)

|                                                     |             |   | Year ended March 31, |  
|---------------------------------------------------- | ----------- | - | -------------------- | -
|                                                     |             |   | 2017                 |  
|                                                     | Note        |   |                      |  
|                                                     |             |   |                      |  
|Expenses                                             |             |   |                      |  
|Exploration and evaluation                           | 10 & 12     | $ | 3,574,342            |  
|Assays and analysis                                  |             |   | 123,199              |  
|Drilling                                             |             |   | 263,705              |  
|Equipment rental                                     |             |   | 24,003               |  
|Geological                                           |             |   | 817,983              |  
|Helicopter                                           |             |   | 568,658              |  
|Property option payments and assessments             |             |   | 638,131              |  
|Property acquisition costs                           | 6
      (a) |   | 504,295              |  
|Site activities                                      |             |   | 367,000              |  
|Socioeconomic                                        |             |   | 237,781              |  
|Travel and accommodation                             |             |   | 29,587               |  
|                                                     |             |   |                      |  
|Administration                                       | 10 & 12     |   | 732,528              |  
|Legal, accounting and audit                          |             |   | 34,720               |  
|Office and administration                            | 12 (b)      |   | 594,734              |  
|Shareholder communication                            |             |   | 49,244               |  
|Travel and accommodation                             |             |   | 14,316               |  
|Trust and regulatory                                 |             |   | 39,514               |  
|                                                     |             |   |                      |  
|Cost recoveries                                      |             |   | (3,581,109           | )
|Pursuant to IKE Option Agreement                     | 6 (b)       |   | (2,932,597           | )
|Mineral exploration tax
      credits                |             |   | (648,512             | )
|                                                     |             |   |                      |  
|                                                     |             |   | 725,761              |  
|Other items                                          |             |   |                      |  
|Finance income                                       |             |   | (8,323               | )
|Transaction costs  director's loans                 | 8           |   | 340,016              |  
|Foreign exchange loss                                |             |   |                     |  
|Gain
      on disposition of marketable securities   |             |   | (14,806              | )
|Loss                                                 |             | $ | 1,042,648            |  
|                                                     |             |   |                      |  
|Basic and diluted loss per common share              |             | $ | 0.01                 |  
|                                                     |             |   |                      |  
|Weighted average number of common shares outstanding |             |   | 141,435,020          |  

The accompanying notes are an integral part of these
financial statements.

---

Amarc Resources
Ltd.Statements of Comprehensive
Loss(Expressed in Canadian Dollars)

|                                                                               |           |   | Year ended March 31, |  
|------------------------------------------------------------------------------ | --------- | - | -------------------- | -
|                                                                               | Note      |   | 2017                 |  
|                                                                               |           |   |                      |  
|Loss                                                                           |           | $ | 1,042,648            |  
|                                                                               |           |   |                      |  
|Other comprehensive loss (income):                                             |           |   |                      |  
|Items that may be reclassified subsequently to profit and
      loss:          |           |   |                      |  
|Revaluation of marketable securities                                           | 2 (e)(ii) |   | (22,870              | )
|Reallocation
      of the fair value of marketable securities upon disposition | 2 (e)(ii) |   | 14,806               |  
|                                                                               |           |   |                      |  
|Total other
      comprehensive loss                                           |           |   | (8,064               | )
|                                                                               |           |   |                      |  
|Comprehensive
      loss                                                       |           | $ | 1,034,584            |  

The accompanying notes are an integral part of these
financial statements.

---

Amarc Resources
Ltd.Statements of Changes in
Equity(Deficiency)
(Expressed in Canadian Dollars,
except for share information)

|                                        |       |  | Share capital   |  |   | Reserves   |  |   |             |  |   |             |  
|--------------------------------------- | ----- |  | --------------- |  | - | ---------- |  | - | ----------- |  | - | ----------- | -
|                                        |       |  |                 |  |   |            |  |   | Share-based |  |   | Investment  |  
|                                        |       |  | Number          |  |   |            |  |   | payments    |  |   | revaluation |  
|                                        | Note  |  | of
      shares |  |   | Amount     |  |   | reserve     |  |   | reserve     |  
|                                        |       |  |                 |  |   |            |  |   |             |  |   |             |  
|Balance at April 1, 2014                |       |  | 138,724,061     |  | $ | 58,761,410 |  | $ | 2,202,640   |  | $ | 89,403      |  
|Common shares issued  loan bonus       | 8     |  | 2,500,000       |  |   | 187,500    |  |   |            |  |   |            |  
|Common shares issued  property payment | 6     |  | 100,000         |  |   | 6,500      |  |   |            |  |   |            |  
|Total other comprehensive income        |       |  |                |  |   |           |  |   |            |  |   | (34,563     | )
|Net loss                                |       |  |                |  |   |           |  |   |            |  |   |            |  
|Balance at
      March 31, 2015         |       |  | 141,324,061     |  | $ | 58,955,410 |  | $ | 2,202,640   |  | $ | 54,840      |  
|                                        |       |  |                 |  |   |            |  |   |             |  |   |             |  
|Balance at April 1, 2015                |       |  | 141,324,061     |  | $ | 58,955,410 |  | $ | 2,202,640   |  | $ | 54,840      |  
|Common shares issued  property payment | 6     |  | 100,000         |  |   | 12,500     |  |   |            |  |   |            |  
|Issuance of share purchase warrants     | 9 (c) |  |                |  |   |           |  |   |            |  |   |            |  
|Total other comprehensive loss          |       |  |                |  |   |           |  |   |            |  |   | (33,438     | )
|Net loss                                |       |  |                |  |   |           |  |   |            |  |   |            |  
|Balance at March 31, 2016               |       |  | 141,424,061     |  | $ | 58,967,910 |  | $ | 2,202,640   |  | $ | 21,402      |  
|                                        |       |  |                 |  |   |            |  |   |             |  |   |             |  
|Balance at April 1, 2016                |       |  | 141,424,061     |  | $ | 58,967,910 |  | $ | 2,202,640   |  | $ | 21,402      |  
|Issuance of share purchase warrants     | 9 (c) |  |                |  |   |            |  |   |            |  |   |            |  
|Exercise of share purchase warrants     |       |  | 4,000,000       |  |   | 592,000    |  |   |            |  |   |            |  
|Total other comprehensive income        |       |  |                |  |   |           |  |   |            |  |   | 8,064       |  
|Net loss                                |       |  |                |  |   |           |  |   |            |  |   |            |  
|Balance at
      March 31, 2017         |       |  | 145,424,061     |  | $ | 59,559,910 |  | $ | 2,202,640   |  | $ | 29,466      |  

Theaccompanyingnotes are anintegralpart of thesefinancialstatements.

---

Amarc Resources
Ltd.Statements of Cash
Flows(Expressed in Canadian Dollars)

|                                                                       |  |      |  |   | Year ended March 31, |  
|---------------------------------------------------------------------- |  | ---- |  | - | -------------------- | -
|                                                                       |  | Note |  |   | 2017                 |  
|                                                                       |  |      |  |   |                      |  
|                                                                       |  |      |  |   |                      |  
|Operating activities                                                   |  |      |  |   |                      |  
|Loss                                                                   |  |      |  | $ | (1,042,648           | )
|Adjustments for:                                                       |  |      |  |   |                      |  
|Finance income                                                         |  |      |  |   | (8,323               | )
|Transaction costs  director's
      loans                             |  |      |  |   | 340,016              |  
|Common shares issued, included in exploration
      expenses           |  |      |  |   |                     |  
|Gain on disposition of
      marketable securities                     |  |      |  |   | (14,806              | )
|                                                                       |  |      |  |   |                      |  
|Changes in working capital items:                                      |  |      |  |   |                      |  
|Amounts receivable and other assets                                    |  |      |  |   | 78,515               |  
|Restricted cash                                                        |  |      |  |   | 92,213               |  
|Accounts payable and accrued liabilities                               |  |      |  |   | (7,515               | )
|Balances due to related parties                                        |  |      |  |   | (5,139               | )
|Net cash (used in)
      operating activities                          |  |      |  |   | (567,687             | )
|                                                                       |  |      |  |   |                      |  
|Investing activities                                                   |  |      |  |   |                      |  
|Interest received                                                      |  |      |  |   | 8,323                |  
|Proceeds from
      disposition of marketable securities               |  |      |  |   | 19,805               |  
|Net cash provided by investing activities                              |  |      |  |   | 28,128               |  
|                                                                       |  |      |  |   |                      |  
|Financing activities                                                   |  |      |  |   |                      |  
|Proceed from director's loans                                          |  | 8    |  |   | 600,000              |  
|Repayment of loans payable to director                                 |  | 8    |  |   | (100,000             | )
|Interest paid on director's loans                                      |  | 8    |  |   | (136,959             | )
|Proceeds from the exercise of warrants                                 |  |      |  |   | 360,000              |  
|Net cash provided
      by financing activities                        |  |      |  |   | 723,041              |  
|                                                                       |  |      |  |   |                      |  
|Net increase (decrease) in cash                                        |  |      |  |   | 183,482              |  
|Cash, beginning balance                                                |  |      |  |   | 747,408              |  
|Cash, ending
      balance                                             |  |      |  | $ | 930,890              |  
|                                                                       |  |      |  |   |                      |  
|Supplementary cash flow information:                                   |  |      |  |   |                      |  
|Issuance of share purchase warrants pursuant to a loan
      agreement |  |      |  | $ | 607,406              |  

The accompanying notes are an integral part of these
financial statements.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|1. | NATURE OF OPERATIONS AND GOING
    CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Amarc Resources Ltd. (the "Company" or "Amarc") is
      incorporated under the laws of the province of British Columbia, and its
      principal business activity is the acquisition and exploration of mineral
      properties. Its principal mineral property interests are located in
      British Columbia ("BC"). The address of the Company's corporate office is
      15th Floor, 1040 West Georgia Street, Vancouver, BC, Canada V6E
  4H1.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company is in the process of exploring its mineral
      property interests and has not yet determined whether its mineral property
      interests contain economically recoverable mineral reserves. The Company's
      continuing operations are entirely dependent upon the existence of
      economically recoverable mineral reserves, the ability of the Company to
      obtain the necessary financing to continue the exploration and development
      of its mineral property interests and to obtain the permits necessary to
      mine, and on future profitable production or proceeds from the disposition
      of its mineral property interests.                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These financial statements (the Financial Statements)
      have been prepared on a going concern basis, which contemplates the
      realization of assets and the discharge of liabilities in the normal
      course of business for the foreseeable future. As at March 31, 2017, the
      Company had cash of $930,890, a working capital surplus, and a
      shareholders deficiency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During the year ended March 31, 2017, the Company
      received $3,000,000 from Thompson Creek Metals Company Inc. (Thompson
      Creek) under the IKE Option Agreement (note 6(a)) and $500,000 from a
      director of the Company as a loan (note 8). After the reporting period,
      the Company announced it had entered into a Mineral Property Farm-In
      Agreement with Hudbay Minerals Inc (note 14).                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company will need to seek additional financing to
      meet its exploration and development objectives. The Company has a
      reasonable expectation that additional funds will be available when
      necessary to meet ongoing exploration and development costs. However,
      there can be no assurance that the Company will continue to be able to
      obtain additional financial resources or will achieve profitability or
      positive cash flows. If the Company is unable to obtain adequate
      additional financing, the Company will be required to re-evaluate its
      planned expenditures until additional funds can be raised through
      financing activities. These factors indicate the existence of a material
      uncertainty that raises significant doubt about the Companys ability to
      continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These Financial Statements do not include any adjustments
      to the recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The principal accounting policies applied in the
      preparation of these Financial Statements are described below. These
      policies have been consistently applied for all years presented, unless
      otherwise stated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(a) | Statement of compliance                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                
|    | These Financial Statements have been prepared in
      accordance with International Financial Reporting Standards ("IFRS"), as
      issued by the International Accounting Standards Board ("IASB") and
    the International Financial Reporting Interpretations
      Committee ("IFRIC"), effective for the Company's reporting year ended
March 31, 2017.

|    | The Board of Directors of the Company authorized these
      Financial Statements on July 25, 2017 for issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | Basis of presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | These Financial Statements have been prepared on a
      historical cost basis, except for financial instruments classified as
      available-for-sale which are stated at fair value. In addition, these
      Financial Statements have been prepared using the accrual basis of
      accounting, except for cash flow information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Certain comparative amounts have been reclassified to
      conform to the presentation adopted in the current year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | Significant accounting estimates and
    judgments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The preparation of financial statements in conformity
      with IFRS requires management to make judgments, estimates and assumptions
      that affect the application of policies and reported amounts of assets and
      liabilities, income and expenses. Actual results may differ from these
      estimates. The impact of such estimates is pervasive throughout the
      financial statements, and may require accounting adjustments based on
      future occurrences. Revisions to accounting estimates are recognized in
      the period in which the estimate is revised and future periods if the
      revision affects both current and future periods. These estimates are
      based on historical experience, current and future economic conditions and
      other factors, including expectations of future events that are believed
      to be reasonable under the circumstances. Changes in the subjective inputs
      and assumptions can materially affect fair value estimates. The following
      estimates and judgements have been used in these Financial
    Statements:

| |  | assessment of the Company's
      ability to continue as a going concern;               
| | - | ----------------------------------------------------------------------------------------
| |   |                                                                                         
| |  | the determination of categories
      of financial assets and financial liabilities; and
| |   |                                                                                         
| |  | the carrying value and
      recoverability of the Company's marketable securities.     

|(d) | Foreign currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The functional and presentational currency of the Company
      is the Canadian Dollar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Transactions in currencies other than the functional
      currency are recorded at the rates of exchange prevailing on dates of
      transactions. At each financial position reporting date, monetary assets
      and liabilities that are denominated in foreign currencies are translated
      at the rates prevailing at the date when the fair value was determined.
      Non-monetary items that are measured in terms of historical cost in a
      foreign currency are not re-translated. Gains and losses arising on
      translation are included in profit or loss for the year.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(e) | Financial Instruments
|--- | ---------------------

Financial assets and liabilities are recognized when the
      Company becomes party to the contracts that give rise to them. The Company
      determines the classification of its financial assets and liabilities at
      initial recognition and, where allowed and
appropriate, re-evaluates such classification at each financial year end. The
Company does not have any derivative financial instruments.

Financial assets and financial
liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issuance of financial assets and
financial liabilities (other than financial assets and financial liabilities at
fair value through profit or loss) are added to or deducted from the fair value
of the financial assets or financial liabilities, as appropriate, upon initial
recognition. Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through profit or loss
are recognized immediately in profit or loss.

Non-derivative financial assets

The Company's non-derivative financial
assets comprise of the following:

| | (i)  | Loans and receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | Loans and receivables are financial assets with fixed or
      determinable payments that are not quoted in an active market. Such assets
      are initially recognized at fair value plus any directly attributable
      transaction costs. Subsequent to initial recognition, loans and
      receivables are measured at amortized cost using the effective interest
      method, less any impairment losses.                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | Loans and receivables comprise of cash, amounts
      receivable and other assets, and restricted cash.                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | Cash in the statement of financial position is comprised
      of cash and highly liquid investments held at major financial
      institutions, having maturity dates of three months or less from the date
      of purchase, which are readily convertible into known amounts of cash. The
      Company's cash are invested in business and savings accounts which are
      available on demand by the Company for its programs and as such, are
      subject to an insignificant risk of change in value.        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii) | Available-for-sale ("AFS") financial
  assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | The Company's investments in marketable securities are
      classified as available-for-sale financial assets. Subsequent to initial
      recognition, they are measured at fair value and changes therein, other
      than impairment losses and foreign currency differences on AFS monetary
      items, are recognized in other comprehensive income or loss. When an
      investment is derecognized, the cumulative gain or loss in the investment
      revaluation reserve is transferred to profit or loss.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | The fair value of AFS monetary assets denominated in a
      foreign currency is determined in that foreign currency and translated at
      the exchange rate prevailing at the end of the reporting period. Changes
      in the fair value of AFS equity investments are recognized directly in
      equity.                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | Marketable securities are classified as AFS financial
      assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

Non-derivative financial
liabilities

The Company classifies its
non-derivative financial liabilities into the following category:

| | (i) | Financial liabilities measured at amortized
      cost                                                                                                                                                                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                           
| |     | Such financial liabilities are recognized initially at
      fair value net of any directly attributable transaction costs. Subsequent
      to initial recognition, these financial liabilities are measured at
      amortized cost using the effective interest method.
| |     |                                                                                                                                                                                                                                                                           
| |     | Financial liabilities measured at amortized cost comprise
      of accounts payable and accrued liabilities, balance due to a related
      party, and loan payable to director.                                                                                          

Impairment of financial assets

When an AFS financial asset is
considered to be impaired, cumulative gains or losses previously recognized in
other comprehensive income or loss are reclassified to profit or loss in the
period. Financial assets are assessed for indicators of impairment at the end of
each reporting period. Financial assets are impaired when there is objective
evidence that, as a result of one or more events that occurred after the initial
recognition of the financial asset, the estimated future cash flows of the
investment have been impacted. For shares classified as AFS, a significant or
prolonged decline in the fair value of the security below its cost is considered
to be objective evidence of impairment.

For all other financial assets
objective evidence of impairment could include:

| |  | significant financial difficulty
      of the issuer or counterparty; or                        
| | - | ------------------------------------------------------------------------------------------------
| |   |                                                                                                 
| |  | default or delinquency in
      interest or principal payments; or                              
| |   |                                                                                                 
| |  | it becoming probable that the
      borrower will enter bankruptcy or financial re-organization.

|    | With the exception of AFS equity instruments, if, in a
      subsequent period, the amount of the impairment loss decreases and the
      decrease can be related objectively to an event occurring after the
      impairment was recognized, the previously recognized impairment loss is
      reversed through profit or loss to the extent that the carrying amount of
      the investment at the date the impairment is reversed does not exceed what
      the amortized cost would have been had the impairment not been recognized.
      In respect of AFS equity securities, impairment losses previously
      recognized through profit or loss are not reversed through profit or loss.
      Any increase in fair value of AFS equity securities subsequent to an
      impairment loss is recognized directly in equity.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(f) | Exploration and evaluation expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Exploration and evaluation costs are costs incurred to
      discover mineral resources, and to assess the technical feasibility and
      commercial viability of the mineral resources found.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

| | Exploration and evaluation expenditures
      include:
| | ------------------------------------------------------

| |  | the costs of acquiring licenses;                                                               
| | - | -----------------------------------------------------------------------------------------------
| |   |                                                                                                
| |  | costs associated with exploration
      and evaluation activity; and                           
| |   |                                                                                                
| |  | the acquisition costs of
      exploration and evaluation assets, including mineral properties.

Exploration and evaluation expenditures
until the technical feasibility and commercial viability of extracting a mineral
resource has been determined, and a positive decision to proceed to development
has been made, are generally expensed as incurred. However, if management
concludes that future economic benefits are more likely than not to be realized,
the costs of property, plant and equipment for use in exploration and evaluation
of mineral resources are capitalized.

|    | Costs incurred before the Company has obtained the legal
      rights to explore an area are expensed. Costs incurred after the technical
      feasibility and commercial viability of extracting a mineral resource has
      been determined and a positive decision to proceed to development has been
      made are considered development costs and are capitalized.  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Costs applicable to established property interests where
      no further work is planned by the Company may, for presentation purposes
      only, be carried at nominal amounts.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                              
|(g) | Equipment                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Equipment is carried at cost, less accumulated
      depreciation and accumulated impairment losses.                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | The cost of equipment consists of the purchase price, any
      costs directly attributable to bringing the asset to the location and
      condition necessary for its intended use and an initial estimate of the
      costs of dismantling and removing the item and restoring the site on which
      it is located.                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Depreciation is provided at rates calculated to expense
      the cost of equipment, less its estimated residual value, using the
      declining balance method at various rates ranging from 20% to 30% per
      annum.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | An item of equipment is derecognized upon disposal or
      when no material future economic benefits are expected to arise from the
      continued use of the asset. Any gain or loss arising on disposal of the
      asset, determined as the difference between the net disposal proceeds and
      the carrying amount of the asset, is recognized in profit or
  loss.
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Where an item of equipment consists of major components
      with different useful lives, the components are accounted for as separate
      items of equipment. Expenditures incurred to replace a component of an
      item of equipment that is accounted for separately, including major
      inspection and overhaul expenditures, are capitalized.                  
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Residual values and estimated useful lives are reviewed
      at least annually.                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | As at March 31, 2017, all equipment had been fully
      depreciated. The Company did not purchase any equipment during the year
      ended March 31, 2017.                                                                                                                                                                                                                 

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(h) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Common shares are classified as equity. Transaction costs
      directly attributable to the issuance of common shares and share purchase
      options are recognized as a deduction from equity, net of any tax
      effects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | When the Company issues common shares for consideration
      other than cash, the transaction is measured at fair value based on the
      quoted market price of the Companys common shares on the date of
      issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(i) | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Loss per share is computed by dividing losses
      attributable to common shareholders by the weighted average number of
      common shares outstanding during the reporting period. Diluted loss per
      share is determined by adjusting the losses attributable to common
      shareholders and the weighted average number of common shares outstanding
      for the effects of all dilutive potential common shares, such as options
      granted to employees. The dilutive effect of options assumes that the
      proceeds to be received on the exercise of share purchase options are
      applied to repurchase common shares at the average market price for the
      reporting period. Share purchase options are included in the calculation
      of dilutive earnings per share only to the extent that the market price of the
      common shares exceeds the exercise price of the share purchase
    options.

|    | The effect of antidilutive factors is not considered
      when computing diluted loss per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(j) | Sharebased payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The share purchase option plan allows Company employees
      and consultants to acquire shares of the Company. The fair value of share
      purchase options granted is recognized as an employee or consultant
      expense with a corresponding increase in share-based payments reserve in
      equity. An individual is classified as an employee when the individual is
      an employee for legal or tax purposes (direct employee) or provides
      services similar to those performed by a direct employee.                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | For employees, fair value is measured at the grant date
      and each tranche is recognized on a straight-line basis over the period
      during which the share purchase options vest. The fair value of the share
      purchase options granted is measured using the BlackScholes option
      pricing model taking into account the terms and conditions upon which the
      share purchase options were granted. At the end of each financial
      reporting period, the amount recognized as an expense is adjusted to
      reflect the actual number of share purchase options that are expected to
      vest.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Sharebased payment transactions with non-employees are
      measured at the fair value of the goods or services received. However, if
      the fair value cannot be estimated reliably, the share-based payment
      transaction is measured at the fair value of the equity instruments
      granted at the date the entity obtains the goods or the counterparty
      renders the service.                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(k) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Income tax on the profit or loss for the years presented
      comprises of current and deferred tax. Income tax is recognized in profit
      or loss except to the extent that it relates to items recognized directly
      in equity, in which case it is recognized in equity.                                                                                                                                                                                                                                                                                                                                          

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

| | Current tax expense is the expected tax payable on
      taxable income for the year, using tax rates enacted or substantively
      enacted at year end, adjusted for amendments to tax payable with regards
      to previous years. Deferred tax is provided using the balance sheet
      liability method, providing for temporary differences between the carrying
      amounts of assets and liabilities for financial reporting purposes and the
      amounts used for taxation purposes.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The following temporary differences are not provided
      for:                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |  | goodwill not deductible for tax purposes;                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                             
| |  | the initial recognition of assets or liabilities that
      affect neither accounting nor taxable profit; and                                                               
| |   |                                                                                                                                                                             
| |  | differences relating to investments in subsidiaries,
      associates, and joint ventures to the extent that they will probably not
      reverse in the foreseeable future.

The amount of deferred tax provided is
based on the expected manner of realization or settlement of the carrying amount
of assets and liabilities, using tax rates enacted or substantively enacted at
the financial position reporting date applicable to the period of expected
realization or settlement.

A deferred tax asset is recognized only
to the extent that it is probable that future taxable profits will be available
against which the asset can be utilized.

|    | Additional income taxes that arise from the distribution
      of dividends are recognized at the same time as the liability to pay the
      related dividend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Deferred tax assets and liabilities are offset when there
      is a legally enforceable right to set off current tax assets against
      current tax liabilities and when they relate to income taxes levied by the
      same taxation authority and the Company intends to settle its current tax
      assets and liabilities on a net basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(l) | Restoration, rehabilitation, and environmental
      obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | An obligation to incur restoration, rehabilitation and
      environmental costs arises when environmental disturbance is caused by the
      exploration or development of a mineral property interest. Such costs
      arising from the decommissioning of plant and other site preparation work,
      discounted to their net present value, are provided for and capitalized at
      the start of each project to the carrying amount of the asset, along with
      a corresponding liability at the time the obligation to incur such costs
      arises. The timing of the actual rehabilitation expenditure is dependent
      on a number of factors such as the life and nature of the project or
      asset, the conditions imposed by the relevant permits and, when
      applicable, the jurisdiction in which the project or asset is
    located.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Discount rates using a pretax rate that reflects the
      time value of money are used to calculate the net present value, where
      applicable. These costs are charged against profit or loss over the
      economic life of the related asset, through amortization using either the
      unitofproduction or the straight-line method. The corresponding
      liability is progressively increased as the effect of discounting unwinds,
      creating an expense recognized in profit or loss.                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The operations of the Company have been, and may in the
      future be, affected from time to time in varying degrees by changes in
      environmental regulations, including those for site restoration costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | Both the likelihood of new regulations and their overall effect upon the
      Company are not predictable.
      The Company has no material restoration, rehabilitation
    and environmental obligations as at March 31, 2017.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                  
|(m) | Operating segments                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                  
|    | The Company is operating in a single reportable segment 
      the acquisition, exploration and development of mineral properties. All
      assets are held in Canada.                                                         
|    |                                                                                                                                                                                                                                  
|(n) | Government assistance                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                  
|    | When the Company is entitled to receive METC and other
      government grants, this government assistance is recognized as a cost
      recovery when there is reasonable assurance of recovery.                                
|    |                                                                                                                                                                                                                                  
|(o) | Accounting standards, interpretations and amendments
      to existing standards                                                                                                                                                 
|    |                                                                                                                                                                                                                                  
|    | Accounting standards issued but not yet
      effective                                                                                                                                                                          
|    |                                                                                                                                                                                                                                  
|    | Effective for annual periods beginning on or after
      January 1, 2016:                                                                                                                                                        

| |  | Amendments to IAS 1, Presentation
      of Financial Statements
| | - | ---------------------------------------------------------------
| |   |                                                                
| |  | Amendments to IAS 16, Property,
      Plant and Equipment      

| |  | Amendments to IAS 27, Separate
      Financial Statements            
| | - | ---------------------------------------------------------------------
| |   |                                                                      
| |  | Amendments to IAS 28, Investments
      in Associates                
| |   |                                                                      
| |  | Amendments to IAS 38, Intangible
      Assets                        
| |   |                                                                      
| |  | Amendments to IFRS 10,
      Consolidated Financial Statements       
| |   |                                                                      
| |  | Amendments to IFRS 11, Joint
      Arrangements                      
| |   |                                                                      
| |  | Annual improvements to IFRS 2012
       2014 Cycle ("AIP 2012-2014")

Effective for annual periods beginning
on or after January 1, 2018:

| |  | IFRS 9, Financial Instruments                       
| | - | ----------------------------------------------------
| |   |                                                     
| |  | IFRS 15, Revenue from Contracts
      with Customers

Effective for annual periods beginning
on or after January 1, 2019:

| |  | IFRS 16, Leases
| | - | ---------------

| | The Company has not early adopted these new standards or
      amendments to existing standards and does not expect the impact of these
      standards on the Company's financial statements to be material.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|3. | CASH                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                    
|   | The Company's cash is invested in business and savings
      accounts which are available on demand by the Company.                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                    
|4. | RESTRICTED CASH                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                    
|   | Restricted cash represents guaranteed investment
      certificates held in support of exploration permits. The amounts are
      refundable subject to the consent of regulatory authorities upon the
      completion of any required reclamation work on the related
  projects.
|   |                                                                                                                                                                                                                                                                                    
|5. | AMOUNTS RECEIVABLE AND OTHER
  ASSETS                                                                                                                                                                                                                                              

| |                                |   | March 31, |  |   | March 31, | 
| | ------------------------------ | - | --------- |  | - | --------- | 
| |                                |   | 2017      |  |   | 2016      | 
| | Sales tax refundable           | $ | 38,891    |  | $ | 15,991    | 
| | Other amounts
      receivable |   |          |  |   | 101,415   | 
| | Total                          | $ | 38,891    |  | $ | 117,406   | 

|6. | EXPLORATION AND EVALUATION EXPENSES AND COST
      RECOVERIES
|-- | -------------------------------------------------------------

|(a) | Projects acquired during the year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In December 2016, the Company acquired, from a private
      company wholly-owned by one of its directors, a 100% interest in two
      properties located in north-central and central BC respectively, known as
      JOY Project and DUKE Project, for aggregate acquisition costs of $504,295,
      which was intended to reimburse the out-of-pocket costs incurred by the
      private company on these properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | IKE Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | During the year ended March 31, 2017, the Companys
      mineral exploration and evaluation activities were primarily focused on
      its IKE Project, which comprises the IKE and also the Granite, Juno and
      Galore Properties (collectively the IKE Project).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | During the year ended March 31, 2017, the Company
      recorded a gross amount of cost recovery of $3,000,000 representing
      contributions received pursuant to a definitive agreement (the "IKE
      Agreement") with Thompson Creek dated February 2016, whereby the latter
      had an option to acquire, through a staged investment process within five
      years, a 30% ownership interest (Stage 1 Option) in the mineral claims
      and crown grants covering the IKE copper-molybdenum-silver porphyry
      deposit and the surrounding district. The net amount of cost recovery in
      the current period, after deducting $67,403 attributable to expenditures
      incurred in the prior fiscal year, was $2,932,597. Under the terms of the
      IKE Agreement, subject to certain conditions, Thompson Creek also had an
      option to acquire an additional 20% interest in the IKE Project.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

| | During the Companys fiscal quarter ended December 31,
      2016, Thompson Creek completed the funding requirement to acquire a 10%
      participating interest in the IKE Project by investing an aggregate amount
      of $6,000,000 into exploration programs undertaken in calendar years 2015
      and 2016.                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                      
| | In January 2017, Thompson Creek (having been taken over
      by Centerra Gold Inc.) relinquished its option under the IKE Agreement and
      elected to exchange its 10% participating interest for a 1% Conversion Net
      Smelter Royalty from mine production, capped at a total of $5 million. As
      a result, the Company maintains a 100% interest in the IKE
  Project.

|7. | ACCOUNTS PAYABLE AND ACCRUED
    LIABILITIES
|-- | --------------------------------------------

| |                           |   | March 31, |  |   | March 31, | 
| | ------------------------- | - | --------- |  | - | --------- | 
| |                           |   | 2017      |  |   | 2016      | 
| | Accounts payable          | $ | 14,841    |  | $ | 20,497    | 
| | Accrued
      liabilities |   |          |  |   | 1,860     | 
| | Total                     | $ | 14,841    |  | $ | 22,357    | 

|8. | DIRECTORS
LOANS
|-- | ----------------

| | Unsecured loans
      payable to a director |   | March
      31, 2017 |   |   | March
      31, 2016 |  
| | ------------------------------------------- | - | -------------------- | - | - | -------------------- | -
| | Opening balance                             | $ | 1,234,849            |   | $ | 1,000,000            |  
| | Net amount advanced                         |   | 500,000              |   |   | 500,000              |  
| | Transaction costs                           |   | (607,406             | ) |   | (322,143             | )
| | Amortisation of
      transaction costs     |   | 203,057              |   |   | 56,992               |  
| | Closing balance                             | $ | 1,330,500            |   | $ | 1,234,849            |  

| |                           |  | March 31, |  |   | March 31, | 
| | ------------------------- |  | --------- |  | - | --------- | 
| |                           |  | 2017      |  |   | 2016      | 
| | Current portion           |  | 390,243   |  | $ | 1,000,000 | 
| | Non-current
      portion |  | 940,257   |  |   | 234,849   | 
| | Total                     |  | 1,330,500 |  | $ | 1,234,849 | 

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

| | Transaction costs                       |   | Year
      ended March 31, | 
| | --------------------------------------- | - | -------------------------- | 
| |                                         |   | 2017                       | 
| | Interest on directors loan             | $ | 136,959                    | 
| | Amortization of
      transaction costs |   | 203,057                    | 
| | Total                                   | $ | 340,016                    | 

As at March 31, 2017, two unsecured
loans owing to a director (the Lender) of the Company were outstanding with
the principal sums of $500,000 (the 2015-Loan Agreement) and $1,500,000 (the
2016-Loan Agreement) respectively; the key terms of the underlying agreements
for each loan are summarized below:

2016-Loan Agreement

In December 2016, the 2016-Loan
Agreement was executed, pursuant to which a previous loan agreement for a
principal sum of $1,000,000 and with a due date of November 26, 2016 was
extended for three years on customary conditions, and the principal sum was
increased to $1,500,000 by way of an additional advance of $500,000 to fund
mineral property acquisitions (note 6(a)). Pursuant to the 2016-Loan Agreement,
the Company issued to the Lender a loan bonus comprising of 10,000,000 common
share purchase warrants (note 9(c)) with a three-year term and an exercise price
of $0.08 per share.

This loan was originally advanced for a
one-year term and with a principal sum of $1,000,000 in November 2014, bearing
interest at prime plus 2% per annum. The Company issued 2,500,000 of its common
shares to the Lender as per the term of the original advance. The aggregate fair
value of these common shares, with reference to their quoted market price on the
date of issuance, was determined at $187,500. The loan was later extended to May
26, 2016 at a 7% per annum fixed interest rate and then to November 26, 2016 at
a 9% per annum fixed interest rate for the additional terms.

2015-Loan Agreement

The 2015-Loan Agreement was executed in
September 2015 when a principal sum of $500,000 was advanced to the Company with
a two-year term and at an interest rate of 7% per annum. Pursuant to this loan, the Company issued 5,555,555 common share purchase
      warrants (note 9(c)) to the Lender with an expiry term of two years and
      exercise price of $0.09.

| | These advances have been measured as financial
      liabilities at their (cash) transaction values, with the unamortized
      balance of directly applicable costs, comprised of the fair values of the
      bonus warrants granted, representing a partially-offsetting asset balance.
      Such costs are being expensed pro-rata over the term of the debt, with the
      effect on the balance sheet presentation being that the aggregate debt is
      accreted towards its face value.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|9. | CAPITAL AND
        RESERVES
|-- | ----------------------------

|(a) | Authorized share capital                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                        
|    | The Company's authorized share capital consists of an
      unlimited number of common shares without par value and an unlimited
      number of preferred shares. All issued common shares are fully paid. No
      preferred shares have been issued.
|    |                                                                                                                                                                                                                                                        
|(b) | Share purchase option compensation plan                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                        
|    | The following table summarizes the changes in the
      Company's share purchase options:                                                                                                                                                              

| | Share purchase options (exercise price $0.32)  |  | Year
    ended March 31, |  
| | ----------------------------------------------- |  | ------------------------ | -
| |                                                 |  | 2017                     |  
| | Outstanding  beginning of year                 |  | 3,051,300                |  
| | Forfeited                                       |  |                         |  
| | Expired                                         |  | (3,051,300               | )
| | Outstanding and
      Exercisable  end of year |  |                         |  

|(c) | Share purchase warrants                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------
|    |                                                                                                          
|    | The following common share purchase warrants were
      outstanding at March 31, 2017 and March 31,
2016:

| |                                           |  |          |  |  | Continuity  Number of warrants | 
| | ----------------------------------------- |  | -------- |  |  | ------------------------------- | 
| |                                           |  | Exercise |  |  | March 31,                       | 
| |                                           |  | price    |  |  | 2016                            | 
| | Issued pursuant to:                       |  |          |  |  |                                 | 
| | the 2015-Loan
      Agreement(i)(note 8)  |  | $0.09    |  |  | 5,555,555                       | 
| | the
      2016-Loan Agreement(ii)(note 8) |  | $0.08    |  |  |                                | 
| | Total                                     |  |          |  |  | 5,555,555                       | 

| | (i)  | The fair value of these warrants was determined as
      $322,143 at $0.058 per warrant, using the Black Scholes option pricing
      model and based on the following assumptions: risk-free rate of 0.51%;
      expected volatility of 130%; the underlyings market price of $0.09,
      expiry term of 2 years; and dividend yield of nil. These warrants expire
      in September 2017.       
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (ii) | The Company determined the fair value of these warrants
      as $607,406 at $0.061 per warrant, using the Black Scholes option pricing
      model and based on the following assumptions: risk-free rate of 0.79%;
      expected volatility of 135%; the underlyings market price of $0.08,
      expiry term of 3 years; and dividend yield of nil. These warrants expire
      in December 2019.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|10. | RELATED PARTY
TRANSACTIONS
|--- | --------------------------

| | Balances due to related parties                 |   | March 31, |  |   | March 31, | 
| | ----------------------------------------------- | - | --------- |  | - | --------- | 
| |                                                 |   | 2017      |  |   | 2016      | 
| | Hunter Dickinson Services Inc. (note 10(b))     | $ | 157,282   |  | $ | 180,476   | 
| | United Mineral
      Services Ltd. (note 10(c)) |   | 18,055    |  |   |          | 
| |                                                 | $ | 175,337   |  | $ | 180,476   | 

|(a) | Transactions with key management
  personnel                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                        
|    | Key management personnel (KMP) are those persons that
      have the authority and responsibility for planning, directing and
      controlling the activities of the Company, directly and indirectly, and by
      definition include all directors of the
Company.

Transactions with key management
personnel were as follows:

| |                                             |   | Year
      ended March 31, | 
| | ------------------------------------------- | - | -------------------------- | 
| |                                             |   | 2017                       | 
| | Directors fees paid directly by the Company | $ |                           | 
| | Directors fees
      paid to HDSI           |   |                           | 
| | Total                                       | $ |                           | 

|    | Note 8 includes the details of a directors loans. Note 6
      includes the details of the acquisition of mineral property interests from
      a private entity wholly-owned by one of the Companys directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Balances and transactions with Hunter Dickinson
      Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Hunter Dickinson Inc. (HDI) and its wholly-owned
      subsidiary Hunter Dickinson Services Inc. ("HDSI") are private companies
      established by a group of mining professionals engaged in advancing
      mineral properties for a number of publicly-listed exploration companies,
      one of which is the Company. The Company has 3 directors in common with
      HDSI, namely: Robert Dickinson, Ronald Thiessen, and Scott Cousens. Also,
      the Companys President, Chief Financial Officer, and Corporate Secretary
      are employees of HDSI and work for the Company under an employee
      secondment arrangement between the Company and HDSI.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | HDSI provides technical, geological, corporate
      communications, regulatory compliance, and administrative and management
      services to the Company, on an as-needed and as-requested basis from the
      Company. As a result of this relationship, the Company has ready access to
      a range of diverse and specialized expertise on a regular basis, without
      having to engage or hire full-time experts. Services from HDSI are
      provided on a non-exclusive basis. The Company is not obligated to acquire
      any minimum amount of services from HDSI. The value of services received
      from HDSI is determined based on a charge-out rate for each employee
      performing the service and for the time spent by the employee. Such
      charge-out rates are agreed and set annually in advance.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | HDSI also incurs third-party costs on behalf of the
      Company; such third-party costs are reimbursed by the Company to HDSI at
      cost without any markup and such costs include, for example, directors and
      officers insurance, travel, conferences, and communication
  services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

| | The following is a summary of transactions with related
      entities that occurred during the reporting
      period:
| | -----------------------------------------------------------------------------------------------------------------------

| | Transactions with HDSI                                                                           |   | Year
      ended March 31, | 
| | ------------------------------------------------------------------------------------------------ | - | -------------------------- | 
| |                                                                                                  |   | 2017                       | 
| | Services received from HDSI and as
      requested by the Company                                | $ | 1,042,000                  | 
| | Directors fees paid to HDSI(note 10(a))                                                          |   |                           | 
| | Information technology-infrastructure and
      support services                                 |   | 60,000                     | 
| | Reimbursement , at cost, of third party expenses incurred
      by HDSI on behalf of the Company | $ | 35,000                     | 
| |                                                                                                  |   |                            | 

|(c) | Balances and transactions with United Mineral Services
      Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | United Mineral Services Ltd. (UMS) is a privately held
      company wholly-owned by one of the directors of the Company. UMS is
      engaged in the acquisition and exploration of mineral property interests.
      During the year ended March 31, 2017, the Company acquired from UMS a 100%
        interest in two mineral property interests, namely JOY and DUKE, for
        aggregate acquisition costs of $504,295 (note 6(a)). Subsequent to the
        acquisition of the properties, UMS has incurred third-party costs on
        behalf of the Company, for example, mineral property claims paid on behalf
        of the Company. These third-party costs are reimbursed by the Company at a
    5% markup.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The following is a summary of the transactions with UMS
      during the reporting period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | Transactions with UMS                                                         |   | Year
      ended March 31, | 
| | ----------------------------------------------------------------------------- | - | -------------------------- | 
| |                                                                               |   | 2017                       | 
| | Acquisition of mineral property interests                                     | $ | 504,295                    | 
| | Reimbursement of
      third-party expenses incurred on behalf of the Company |   | 18,458                     | 
| |                                                                               | $ | 522,753                    | 

|11. | INCOME TAXES
|--- | ------------

|(a) | Provision for current tax                                                                       
|--- | ------------------------------------------------------------------------------------------------
|    |                                                                                                 
|    | No provision has been made for current income taxes, as
      the Company has no taxable income.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(b) | Provision for deferred tax                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                         
|    | As future taxable profits of the Company are uncertain,
      no deferred tax asset has been recognized. As at March 31, 2017, the
      Company had unused non-capital loss carry forwards of approximately $15.3
      million (March 31, 2016 - $14.4 million; March 31, 2015 - $13.3
      million).
|    |                                                                                                                                                                                                                                                                                                         
|    | As at March 31, 2017, the Company had resource tax pools
      of approximately $23.8 million (March 31, 2016 - $24.6 million; March 31,
      2015 - $24.5 million) available in Canada, which may be carried forward
      and utilized to offset future taxes related to certain resource
    income.

| | Reconciliation of effective tax rate                   |   | March 31,  |   |   | March 31,  |   |   | March 31,  |  
| | ------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                                        |   | 2017       |   |   | 2016       |   |   | 2015       |  
| |                                                        |   |            |   |   |            |   |   |            |  
| | Loss for the year                                      | $ | (1,042,648 | ) | $ | (1,118,779 | ) | $ | (4,884,024 | )
| | Total income tax
      expense                         |   |           |   |   |           |   |   |           |  
| | Loss excluding income tax                              | $ | (1,042,648 | ) | $ | (1,118,779 | ) | $ | (4,884,024 | )
| |                                                        |   |            |   |   |            |   |   |            |  
| | Income tax recovery using the Company's tax
      rate |   | (273,000   | ) |   | (291,000   | ) |   | (1,261,000 | )
| | Nondeductible expenses and other                      |   | 341,000    |   |   | 3,000      |   |   | (207,000   | )
| | Change in deferred tax rates                           |   |           |   |   |           |   |   |           |  
| | Temporary difference booked to reserve                 |   | 1,000      |   |   | (4,000     | ) |   | (2,000     | )
| | Deferred income tax assets not recognized              |   | (71,000    | ) |   | 292,000    |   |   | 1,470,000  |  
| |                                                        | $ |           |   | $ |           |   | $ |           |  

The Companys statutory tax rate was
26% (2016  26%; 2015  26%) and its effective tax rate is nil (2016  nil; 2015
 nil).

As at March 31, 2017, the Company had
the following deductible temporary differences for which no deferred tax asset
was recognized:

| |                   |   | Tax losses |  |   | Tax losses    |  |   |                |  |   |           | 
| | ----------------- | - | ---------- |  | - | ------------- |  | - | -------------- |  | - | --------- | 
| | Expiry            |   | (capital)  |  |   | (non-capital) |  |   | Resource pools |  |   | Other     | 
| | Within one year   | $ |           |  | $ |              |  | $ |               |  | $ |          | 
| | One to five years |   |           |  |   |              |  |   |               |  |   |          | 
| | After five years  |   |           |  |   | 15,297,000    |  |   |               |  |   | 1,011,000 | 
| | No expiry date    |   | 1,372,000  |  |   |              |  |   | 23,803,000     |  |   | 76,000    | 
| | Total             | $ | 1,372,000  |  | $ | 15,297,000    |  | $ | 23,803,000     |  | $ | 1,087,000 | 

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|12. | SUPPLEMENTARY INFORMATION TO STATEMENT OF
      LOSS
|--- | ----------------------------------------------------

|(a) | Employee salaries and benefits                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                             
|    | The employees salaries and benefits included in
      exploration and evaluation expenses and administration expenses are as
      follows:

| |                                                  |   | Year Ended March 31, | 
| | ------------------------------------------------ | - | -------------------- | 
| |                                                  |   | 2017                 | 
| | Salaries and benefits included in the following: |   |                      | 
| | Exploration and evaluation expenses              | $ | 676,000              | 
| | General and
      administration expenses(i)     |   | 478,000              | 
| | Total                                            | $ | 1,154,000            | 

| | (i) | This amount includes salaries and benefits included in
      office and administration expenses (note 12(b)) as well as other expenses
      classified as general and administration
expenses.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Office and administration expenses                             
|--- | ---------------------------------------------------------------
|    |                                                                
|    | Office and administration expenses include the
      following:

| |                               |   | Year
      ended March 31, | 
| | ----------------------------- | - | -------------------------- | 
| |                               |   | 2017                       | 
| | Salaries and benefits         | $ | 445,219                    | 
| | Insurance                     |   | 78,533                     | 
| | Data processing and retention |   | 61,083                     | 
| | Other office
      expenses   |   | 9,899                      | 
| | Total                         | $ | 594,734                    | 

|13. | FINANCIAL RISK
MANAGEMENT
|--- | -------------------------

|(a) | Capital management objectives                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Company's primary objectives when managing capital
      are to safeguard the Company's ability to continue as a going concern, so
      that it can continue to provide returns for shareholders, and to have
      sufficient liquidity available to fund ongoing expenditures and suitable
      business opportunities as they arise.                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Company considers the components of shareholders'
      equity, as well as its cash as capital. The Company manages its capital
      structure and makes adjustments to it in light of changes in economic
      conditions and the risk characteristics of the underlying assets. In order
      to maintain or adjust the capital structure, the Company may issue equity,
      sell assets, or return capital to shareholders as well as issue or repay
      debt.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | The Company's investment policy is to invest its cash in
      highly liquid shortterm interestbearing investments having maturity
      dates of three months or less from the date of acquisition and that are
      readily convertible to known amounts of cash.                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | There were no changes to the Company's approach to
      capital management during the year ended March 31, 2017.                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company is not subject to any externally imposed
      equity requirements.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | Carrying amounts and fair values of financial
      instruments                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company's marketable securities are carried at fair
      value, based on quoted prices in active markets. As at March 31, 2017 and
      2016, the carrying values of the Company's financial assets and financial
      liabilities approximate their fair values.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) | Financial instrument risk exposure and risk
      management                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company is exposed in varying degrees to a variety of
      financial instrument related risks. The Board of Directors approves and
      monitors the risk management processes, inclusive of documented
      treasury policies, counterparty limits, controlling and reporting
      structures. The type of risk exposure and the way in which such exposure
      is managed is provided as follows:                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Credit risk is the risk of potential loss to the Company
      if a counterparty to a financial instrument fails to meet its contractual
      obligations. The Company's credit risk is primarily attributable to its
      liquid financial assets including cash, and amounts receivable and other
      assets. The carrying value of these financial assets represent the maximum
      exposure to credit risk.                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company limits the exposure to credit risk by only
      investing its cash with high-credit quality financial institutions in
      business and savings accounts, which are available on demand by the
      Company for its programs.                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Liquidity risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Liquidity risk is the risk that the Company will
      encounter difficulty in meeting the obligations associated with its
      financial liabilities that are settled by delivering cash or other
      financial assets. The Company ensures that there is sufficient cash in
      order to meet its short-term business requirements, after taking into
      account the Company's holdings of cash.                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company has sufficient cash to meet its commitments
      associated with its financial liabilities in the near term, other than the
      amounts payable to related parties.                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Interest rate risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company is subject to interest rate risk with respect
      to its investments in cash. The Companys policy is to invest cash at
      variable rates of interest and cash reserves are to be maintained in cash
      in order to maintain liquidity, while achieving a satisfactory return for
      shareholders. Fluctuations in interest rates when cash mature impact
      interest income earned. As at March 31, 2017 and 2016, the Companys
      exposure to interest rate risk was nominal.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the Financial Statements                       
|For the years ended March 31, 2017, 2016 and 2015       
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | Price risk                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                         
|    | Equity price risk is defined as the potential adverse
      impact on the Companys earnings due to movements in individual equity
      prices or general movements in the level of the stock market. The Company
      is subject to price risk in respect of its investments in marketable
      securities.                         
|    |                                                                                                                                                                                                                                                                                                                                         
|    | As at March 31, 2017 and 2016, the Companys exposure to
      price risk was not significant to relation to these Financial
      Statements.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                         
|14. | EVENT AFTER THE REPORTING PERIOD                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                         
|    | On July 6, 2017, the Company announced it had entered
      into a Mineral Property Farm-In Agreement (the "Agreement") with Hudbay
      Minerals Inc. ("Hudbay"). Under the terms of the Agreement Hudbay may
      acquire, through a staged investment process, up to a 60% ownership
      interest in the IKE Project (note 6(b)).

---

- 73 -

|ITEM 19 | EXHIBITS
|------- | --------

The following Exhibits have been filed with the Company's
Annual Report on Form 20-F in previous years:

|Exhibit Number | Description of Exhibit                                                                            
|-------------- | --------------------------------------------------------------------------------------------------
|               |                                                                                                   
|1.1            | Articles of Amarc Resources
      Ltd., as amended (1)                                            
|               |                                                                                                   
|4.1            | Amended Share Option Plan of
      Amarc Resources Ltd. dated for reference September 21, 2004 (2)

---

- 74 -

|Exhibit Number | Description of Exhibit                                                                                                                                                                     
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                            
|4.2            | Corporate Services Agreement between Amarc Resources Ltd.
      and Hunter Dickinson Services Inc. dated June 1, 2008 as superseded by the
      Services Agreement dated July 2, 2010. (2)
|               |                                                                                                                                                                                            
|4.3            | Certificate of Expert                                                                                                                                                                      
|               |                                                                                                                                                                                            
|11.1           | Code of Ethics (2)                                                                                                                                                                         

|(1) | Incorporated by reference to the Company's Annual Report
      on Form 20-F for the year ended March 31, 2010, filed with the Securities
      and Exchange Commission on September 30, 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                              
|(2) | Incorporated by reference to the Company's Annual Report
      on Form 20-F for the year ended March 31, 2008, filed with the Securities
      and Exchange Commission on October 7, 2008.   

The following exhibits are included with this Annual Report on
Form 20-F:

|Exhibit | Description of Exhibit                                                                                                                                                                               
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                      
|        |                                                                                                                                                                                                      
|12.1    | Certification of Chief Executive Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                            
|        |                                                                                                                                                                                                      
|12.2    | Certification of Chief Financial Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                            
|        |                                                                                                                                                                                                      
|13.1    | Certification of Chief Executive Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|        |                                                                                                                                                                                                      
|13.2    | Certification of Chief Financial Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Annual Report on its behalf.

AMARC RESOURCES LTD.

/s/ Luqman Khan

Chief Financial Officer DATED: July 25, 2017

---