---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, 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, 2004 (with other information to July
  19, 2004 except where noted)

OR

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

For the transition period from _______________ to _______________

CIK # 1175596

Commission file number**0-49869**

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

AMARC RESOURCES LTD 
  (Translation of Registrant's name into English)

BRITISH COLUMBIA, CANADA 
  (Jurisdiction of incorporation or organization)

Suite 1020 - 800 West Pender
  Street Vancouver, British Columbia, Canada, V6C 2V6 
  (Address of principal executive offices)

COMMON SHARES WITHOUT PAR VALUE
  (Title of Class)

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

|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|**None**            | **Not applicable**                       

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

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- 2 -

**Common Shares without Par Value**
  (Title of Class)

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

Number of outstanding shares of Amarc's only class of capital
  stock as on March 31, 2004. **44,173,641 Common Shares Without Par Value**

Indicate by check mark whether Registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934during 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. 
  NOT APPLICABLE

Indicate by check mark which financial statement item Registrant
  has elected to follow: 
  Item 17 **x** ****Item
  18 ** ̈******

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PAST FIVE YEARS)

Indicate by check mark whether Registrant has filed all documents
  and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
  Exchange Act of 1934subsequent to the distribution of securities under
  a plan confirmed by a court. 
  NOT APPLICABLE

**Currency and Exchange Rates**

All monetary amounts contained in this Annual Report are, unless
  otherwise indicated, expressed in Canadian dollars. On July 19, 2004, the Bank
  of Canada noon rate for Canadian Dollars was US$1.00=Cdn$ 1.3079 (see Item 3
  for further historical exchange rate information).

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T A B L E   O F   C O N T E N T S

|        |                                                                                    | Page
|------- | ---------------------------------------------------------------------------------- | ----
|        |                                                                                    |     
|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISERS                        | 4   
|        |                                                                                    |     
|ITEM 2  | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 5   
|        |                                                                                    |     
|ITEM 3  | KEY INFORMATION                                                                    | 6   
|        |                                                                                    |     
|ITEM 4  | INFORMATION ON THE COMPANY                                                         | 12  
|        |                                                                                    |     
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 24  
|        |                                                                                    |     
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 29  
|        |                                                                                    |     
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 37  
|        |                                                                                    |     
|ITEM 8  | FINANCIAL INFORMATION                                                              | 39  
|        |                                                                                    |     
|ITEM 9  | THE OFFER AND LISTING                                                              | 40  
|        |                                                                                    |     
|ITEM 10 | ADDITIONAL INFORMATION                                                             | 42  
|        |                                                                                    |     
|ITEM 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK                   | 57  
|        |                                                                                    |     
|ITEM 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES                       | 58  
|        |                                                                                    |     
|ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 59  
|        |                                                                                    |     
|ITEM 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY HOLDERS AND USE OF PROCEEDS | 60  
|        |                                                                                    |     
|ITEM 15 | CONTROLS AND PROCEDURES                                                            | 61  
|        |                                                                                    |     
|ITEM 16 | AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT
      FEES AND EXEMPTIONS              | 62  
|        |                                                                                    |     
|ITEM 17 | FINANCIAL STATEMENTS                                                               | 64  
|        |                                                                                    |     
|ITEM 18 | FINANCIAL STATEMENTS                                                               | 65  
|        |                                                                                    |     
|ITEM 19 | EXHIBITS                                                                           | 66  

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In this Form 20-F, the following terms have the meanings set forth herein:

A.                Geological/Exploration
  Terms

|Carbonate  Replacement 
      Deposit (CRD) | Massive sulphide bodies
        in which the mineralization has replaced carbonate minerals, that is,
        those mainly comprised of calcium, magnesium, carbon and oxygen. These
        occur along the contact between intrusive rocks and limestone (a carbonate
        rock), and also within the limestone unit.                                                                                                                                                                                                                
|------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Epithermal Deposit                          | Deposit of mineralization
        formed by natural processes in the earth at low temperature, 50-200 o
        C often within structurally controlled veins. Low sulphidation deposits
        are developed near-to the surface of the earth, at depths of ~1 km to
        surficial hotspring settings, and are characterized by quartz veins, vein
        stockworks and breccias. Mineralization includes gold, silver, electrum,
        argentite and pyrite with lesser and variable amounts of other sulphide
        minerals.
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Induced  Polarization
      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 high content of quartz.                                                                                                                                                                                                                       
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Magnetic Survey                             | Magnetic surveys detect
        sulphide-bearing rocks by inducing magnetic fields, then identifying a
        feature that appears to be different from the typical or background survey
        results.                                                                                                                                                                                                                                                                                                                                
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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.                                                                                                                                                                                                                                                                                      
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Net Smelter Return  (NSR)                   | Monies actually 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.                                                                                                                                                                                                                                                                                                                                                            
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Pluton, sill, dyke                          | A body of igneous rock that
        has been formed beneath the surface of the earth by consolidation of magma.
        A pluton is a rounded to irregularly- shaped plug-like body. A sill is
        a horizontal intrusion. A dyke cross cuts the country rocks.                                                                                                                                                                                                                                                                       
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Quartz-feldspar Porphyry Dyke               | A quartz-feldspar porphyry
        dyke is a linear intrusion in which large quartz and feldspar crystals
        occur in a fine groundmass of quartz, feldspar and other minerals.                                                                                                                                                                                                                                                                                                                                                      
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Sulphide                                    | A compound of sulphur with
        another element, typically a metallic element or compound.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Vein                                        | A tabular or sheet-like
        mineral deposit with identifiable walls, often filling a fracture or fissure.                                                                                                                                                                                                                                                                                                                                                                                                                             

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- 2 -

B.                Currency
  and Measurement

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

Conversion of metric units into imperial equivalents is as follows:

|Metric Units      | Multiply by | Imperial Units          
|----------------- | ----------- | ------------------------
|hectares (ha)     | 2.471       | = acres                 
|meters (m)        | 3.281       | = feet                  
|kilometers (km)   | 0.621       | = miles (5,280 feet)    
|grams (g)         | 0.032       | = troy ounces           
|tonnes (t)        | 1.102       | = short tons (2,000 lbs)
|grams/tonne (g/t) | 0.029       | = troy ounces/ton       

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- 3 -

PART 1

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- 4 -

ITEM 1       IDENTITY
  OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

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- 5 -

ITEM 2       OFFER
  STATISTICS AND EXPECTED TIMETABLE

Not applicable.

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- 6 -

ITEM 3       KEY INFORMATION

A.                Selected
  Financial Data

The following constitutes selected financial data for Amarc
  Resources Ltd. ("Amarc" or "the Company") for the last five fiscal years ended
  March 31, 2004, in Canadian dollars, presented in accordance with Canadian generally
  accepted accounting principles ("GAAP") and United States GAAP.

|(Cdn$)                          | Year ended March 31 |           
|------------------------------- | ------------------- | ----------
|Balance Sheet Data              |                     | 2004      
|Total assets according to       |                     |           
|financial statements (CDN GAAP) | $                   | 14,187,517
|Total assets (US GAAP)          |                     | 14,272,015
|Total liabilities               |                     | 182,759   
|Share capital                   |                     | 20,638,830
|Deficit (CDN GAAP)              |                     | (7,047,240
|Deficit (US GAAP)               |                     | (6,962,742
|                                |                     |           
|(Cdn$ except for                |                     |           
|common shares)                  |                     | As at     
|Period End Balances             |                     | 2004      
|                                |                     |           
|Working capital (CDN GAAP)      | $                   | 13,870,641
|Working capital (US GAAP)       |                     | 13,955,139
|Equipment, net                  |                     | 60,188    
|Reclamation deposit             |                     | --        
|Mineral property interests      |                     | 73,929    
|Shareholders' equity            |                     | 14,004,758
|Number of common shares         |                     |           
|outstanding (thousands)         |                     | 44,174    

No cash or other dividends have ever been declared.

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- 7 -

|(Cdn$)                                       |   | Year ended March 31 | 
|-------------------------------------------- | - | ------------------- | 
|Statement of Operations                      |   |                     | 
|Data                                         |   | 2004                | 
|Investment and other income                  | $ | 65,269              | 
|Gain (loss) on sale of marketable securities |   | 2,052,596           | 
|Other comprehensive income (US GAAP)         |   | 84,498              | 
|General and administrative expenses          |   | 418,815             | 
|Stock-based compensation                     |   | 407,363             | 
|Write-down of mineral property interests and |   |                     | 
|investments                                  |   | --                  | 
|Exploration expenditures                     |   | 460,252             | 
|Gain (loss) for the year (CDN GAAP)          |   | 831,135             | 
|Gain (loss) for the year (US GAAP)           |   | 915,633             | 
|Gain (loss) from continuing operations per   |   |                     | 
|common share                                 | $ | 0.04                | 
|Gain (loss) per common share (US GAAP)       | $ | 0.04                | 

Notes:

See Item 17 for accompanying consolidated financial statements
  reconciled to United States accepted accounting principles for further details.

The following table sets out the exchange rates, based on
  the noon buying rate, provided by the Bank of Canada, for the conversion of
  Canadian dollars into United States dollars in effect at the end of the following
  periods, and the average exchange rates (based on the average of the exchange
  rates on the last day of the month in such periods) and the range of high and
  low exchange rates for such periods.

|                   |  | Year ended
      March 31
|------------------ |  | -------------------------
|                   |  | 2004                     
|End of Period      |  | 1.31                     
|Average for Period |  | 1.35                     
|High Period        |  | 1.49                     
|Low for Period     |  | 1.27                     

B.                Capitalization
  and Indebtedness

Not applicable.

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- 8 -

C.                Reasons
  for the Offer and Use of Proceeds

Not applicable.

D.Risk
  Factors

Amarc's Properties Contain No Known Reserves of Ore
  and No Ore May be Discovered.

Amarc is currently focusing on exploration in British Columbia,
  Canada. The Company is assembling a portfolio of key projects through option
  agreements and ground staking and is carrying out field surveys on high priority
  targets, focused on finding large-scale gold-copper deposits. The properties
  are largely early stage prospects, therefore, extensive additional exploration
  work is required before Amarc can ascertain if any mineralization may be economic.
  Exploration for minerals is a speculative venture necessarily involving substantial
  risk. If the expenditures Amarc makes on these properties do not result in discoveries
  of commercial quantities of ore, the value of exploration and acquisition expenditures
  will be totally lost and the value of Amarc stock will be severely negatively
  impacted.

Ongoing Funding will be Needed to Continue Exploration.

Amarc's means of generating funds is through the issuance
  of common shares, and Amarc will need to continue to find investors for its
  treasury shares in order to generate sufficient funds to allow Amarc to conduct
  further exploration on its exploration properties in British Columbia. If Amarc
  cannot fund exploration, its share value will be severely negatively impacted.
  At March 31, 2004 working capital was approximately $13.9 million. In March
  2004, Amarc farmed out its Inde property to Minera Bugambilias SA de CV, which
  will make option payments on the Inde Property. At the present time, Amarc has
  sufficient working capital to fund is operations and exploration on all of its
  properties in 2005.

Uncertain Project Realization Values.

Amarc capitalizes acquisition costs incurred in connection
  with its mineral property interests. While Amarc believes these costs are realizable
  notwithstanding the lack of certainty whether the mineralized material of its
  projects is currently economically viable or may be classified as ore, there
  can be no assurance that Amarc could dispose of its mineral interests for their
  financial statement carrying values which would mean a diminution in the book
  value of shareholder equity. Costs not associated with a direct acquisition
  of a mineral property interest are expensed.

General Mining Risks.

The mining industry in general is intensely competitive and
  there is no assurance that, even if commercial quantities of ore are discovered,
  a profitable market may exist for the sale of minerals produced by the Company.
  Factors beyond the control of Amarc will affect the marketability of any substances
  discovered. Mineral prices have fluctuated widely in recent years. Government
  regulations relating to price, royalties, allowable production and importing
  and exporting of minerals can adversely affect Amarc. There can be no certainty
  that Amarc will be able to obtain all necessary licenses and permits that may
  be required to carry out exploration, development and operations at its projects.
  Environmental concerns about mining in general continue to be a significant
  challenge for Amarc, as they are for all mining companies. The Company competes
  with many companies possessing far greater financial resources and technical
  facilities than itself for the acquisition of mineral concessions, claims, leases
  and other mineral interests as well as for the recruitment and retention of
  qualified employees.

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- 9 -

Environmental Risks.

Unexpected environmental damage from spills, accidents and
  severe acts of nature such as earthquakes are risks which may not be fully insurable
  and if catastrophic could mean the total loss of shareholders' equity.

Amarc Has No History of Earnings and No Foreseeable
  Earnings.

Amarc has a long history of losses and there can be no assurance
  that Amarc will ever be profitable. Amarc has paid no dividends on its shares
  since incorporation and does not anticipate paying in the foreseeable future.

Going Concern Assumption.

Amarc's consolidated financial statements have been prepared
  assuming Amarc will continue on a going-concern basis; however unless additional
  funding is obtained this assumption may have to change and Amarc's assets may
  have to be written down to asset prices realizable in insolvency or distress
  circumstances.

Amarc's Share Price is Volatile.

The market price of a publicly traded stock, especially a
  junior resource issuer like the Company, is affected by many variables not directly
  related to the exploration success of the Company, including the market for
  junior resource stocks, the strength of the economy generally, the availability
  and attractiveness of alternative investments, and the breadth of the public
  market for the stock. The effect of these and other factors on the market price
  of the common shares on the TSX Venture Exchange and the OTCBB suggests the
  Company's shares will continue to be volatile.

Significant Potential Equity Dilution and End of Lock-ups.

A summary of the Company's diluted share capital is as follows:

At July 19, 2004 there were 2,170,500 options and 20,645,416
  warrants of the Company in-the-money. These options and warrants, along with
  an additional 2,000,000 warrants out-of-the-money, 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, nil shares
  of the Company remain subject to any hold period restrictions in Canada or the
  United States as of July 19, 2004. The resale of outstanding shares from the
  exercise of dilutive securities would have a depressing effect on the market
  for the Company's shares. Dilutive securities represent approximately 55% of
  the Company's currently issued and outstanding common shares.

The Company's Directors and Officers are Part-Time and
  Serve as Directors and Officers of Other Companies.

All of the directors and officers of the Company serve as
  officers and/or directors of other resource exploration companies and are engaged
  in and will continue to be engaged in the search for additional resource opportunities
  on their own behalf and on behalf of other companies, and situations may arise
  where these directors and officers will be in direct competition with the Company.
  Such potential conflicts, if any, will be dealt with in accordance with the
  relevant provisions of British Columbia corporate and common law. In order to
  avoid the possible conflict of interest which may arise between the directors'
  duties to the Company and their duties to the other companies on whose boards
  they serve, the directors and officers of the Company expect that participation
  in exploration prospects offered to the directors will be allocated between
  the various companies that they serve on the basis of prudent business judgement
  and the relative financial abilities and needs of the companies to participate.
  The success of the

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- 10 -

Company and its ability to continue to carry on operations
  is dependent upon its ability to retain the services of certain key employees
  and members of its board of directors.

Likely PFIC Status Has Possible Adverse Tax Consequences
  for US Investors.

Potential investors who are US taxpayers should be aware that
  the Company expects to be a passive foreign investment company ("PFIC") for
  the current fiscal year, and may also have been a PFIC in prior years and may
  also be a PFIC in subsequent years. If the Company is a PFIC for any year during
  a US taxpayer's holding period, then such US taxpayer generally will be required
  to treat any so-called "excess distribution" received on its common shares,
  or any gain realized upon a disposition of common shares, as ordinary income
  and to pay an interest charge on a portion of such distribution or gain, unless
  the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market
  election with respect to the shares of the Company. In certain circumstances,
  the sum of the tax and the interest charge may exceed the amount of the excess
  distribution received, or the amount of proceeds of disposition realized, by
  the taxpayer. A US taxpayer 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. A US taxpayer 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 tax basis therein.

Shares of the Company may be Affected Adversely by Penny
  Stock Rules.

The Company's stock may be subject to US "Penny Stock" rules,
  which may make the stock more difficult to trade on the open market. The Company's
  common shares have traded on the TSX Venture Exchange since August 1995 and
  on the OTCBB since June 2004. For further details on the market performance
  of the Company's common stock, see "Item 5 Nature of Trading Market." Although
  the Company's common stock trades on the TSX Venture Exchange ("TSX Venture")
  and the OTCBB, the Company's stock may be subject to US "penny stock" rules.
  A "penny stock" is defined by regulations of the US Securities and Exchange
  Commission ("SEC") as an equity security with a market price of less than $5.00
  per share. However, an equity security with a market price under $5.00 will
  not be considered a penny stock if it fits within any of the following exceptions:

| | (i)   | the equity security is listed on NASDAQ or a national
        securities exchange;                                                                                                                                                           
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  | the issuer of the equity security has been in continuous
        operation for LESS than three years, and either has (a) net tangible assets
        of at least $5,000,000, or (b) average annual revenue of at least $6,000,000;
        or
|
| | (iii) | the issuer of the equity security has been in continuous
        operation for MORE than three years, and has net tangible assets of at
        least $2,000,000.                                                                            

If an investor buys or sells a penny stock, SEC regulations
  require that the investor receive, prior to the transaction, a disclosure explaining
  the penny stock market and associated risks. Furthermore, trading in the Company's
  common stock is currently subject to Rule 15g-9 of the Exchange Act, which relates
  to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers
  who recommend the Company's securities to persons other than established customers
  and accredited investors must make a special written suitability determination
  for the purchaser and receive the purchaser's written agreement to a transaction
  prior to sale. Securities are exempt from this rule if their market price is
  at least $5.00 per share.

Penny stock regulations will tend to reduce market liquidity
  of the Company's common stock, because they limit the broker/dealers' ability
  to trade, and a purchaser's ability to sell, the stock in the secondary market.
  The low price of the Company's common stock has a negative effect on the amount
  and

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- 11 -

percentage of transaction costs paid by individual shareholders.
  The low price of the Company's common stock also limits the Company's ability
  to raise additional capital by issuing additional shares. There are several
  reasons for these effects. First, the internal policies of certain institutional
  investors prohibit the purchase of low-priced stocks. Second, many brokerage
  houses do not permit low-priced stocks to be used as collateral for margin accounts
  or to be purchased on margin. Third, some brokerage house policies and practices
  tend to discourage individual brokers from dealing in low-priced stocks. Finally,
  broker's commissions on low-priced stocks usually represent a higher percentage
  of the stock price than commissions on higher priced stocks. As a result, the
  Company's shareholders pay transaction costs that are a higher percentage of
  their total share value than if the Company's share price were substantially
  higher.

The rules described above concerning penny stocks may adversely
  affect the market liquidity of the Company's securities. The Company can provide
  no assurances concerning the market liquidity of its stock or that its stock
  will not be subject to "penny stock" rules. For more information about penny
  stocks, contact the Office of Filings, Information and Consumer Services of
  the US Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
  D.C. 20549, or by telephone at (202) 272-7440.

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- 12 -

ITEM 4       INFORMATION
  ON THE COMPANY

SUMMARY

A.                History
  and Development of the Company

|1. | The legal name of the company, which is the subject
        of this Form 20-F, is "Amarc Resources Ltd." (herein "Amarc" or the "Company").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Amarc was incorporated in British Columbia, Canada
        on February 2, 1993 under the laws of the Province of British Columbia,
        Canada as "Patriot Resources Ltd." and changed its name on January 26,
        1994 to "Amarc Resources Ltd."                                                                                                                                                                                                                                                                                                                                                                        
|  
|3. | Amarc became a public or "reporting issuer" in the
        Province of British Columbia on May 30, 1995, upon acceptance of its initial
        prospectus offering by the British Columbia Securities Commission. 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 OTCBB in the United
        States in June 2004 under the symbol AXREF.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | Amarc continues to subsist under the laws of the
        Province of British Columbia, Canada. Amarc's business office is located
        at Suite 1020  800 West Pender Street, Vancouver, British Columbia
        V6C 2V6, telephone (604) 684-6365. Amarc's registered legal office is
        located c/o its Canadian attorneys, Lang Michener, at Suite 1500, 1055
        West Georgia Street, Vancouver, B.C. V6E 4N7, telephone (604) 689-9111.                                                                                                                                                                      
|  
|4. | From 1993 to 2002 Amarc explored a series of resource
        prospects without success. Amarc held a 100% interest in several properties
        located in Yukon, Canada, but allowed its interest in these claims to
        lapse in fiscal 1999. Amarc holds interests in other claims in the Yukon
        and in Manitoba but wrote them down in 1998 to nominal values. Amarc also
        conducted exploration on the optioned "Amatepec" property in Mexico from
        late 1996 to 1998, but relinquished its option on the property and wrote
        down the related exploration costs in the 1999 fiscal year.
|  
|5. | In November 2001, Amarc obtained options on two
        properties  the Inde Prospect in Durango, Mexico and the Fox River
        Prospect in Manitoba, Canada. The option on Fox River was beneficially
        held by Amarc, indirectly through an affiliated resource investment limited
        partnership (see Item 4D(2)) but the option was terminated in January
        2003. During the third fiscal quarter of 2004, Amarc optioned the Inde
        Project to Minera Bugambilias SA de CV.                                                                                                                     
|  
|6. | Amarc is currently focused on exploration in British
        Columbia, Canada. The Company is assembling a portfolio of key projects
        and carrying out field surveys on high priority targets, focusing on finding
        a major mineral deposit discovery.                                                                                                                                                                                                                                                                                                                                                            
|  
|7. | The Company's principal capital expenditures (there
        have been no material divestitures) over the three fiscal years ended
        March 31, 2004 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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- 13 -

|       | Amounts deferred |      | Amounts expensed
|------ | ---------------- | ---- | ----------------
|Fiscal | BC               |      |                 
|year   | properties       | Inde | Fox River       
|2004   | $73,929          | Nil  | Nil             
|2003   | Nil              | Nil  | Nil             
|2002   | Nil              | Nil  | Nil             

B.                Business
  Overview

1.                Amarc's
  Business Strategy and Principal Activities

Amarc Resources Ltd. (the "Company") is in the business of
  acquiring and exploring mineral exploration properties. Amarc is currently focusing
  on exploration in British Columbia, Canada. The Company is assembling a portfolio
  of key projects through option agreements and ground staking and is carrying
  out field surveys on high priority targets, focused on finding a major mineral
  deposit discovery. Amarc is under common management with eight other publicly
  traded resource issuers managed by Hunter Dickinson Inc. (see Item 7), which
  supplies technical and administrative staff who implement the Board's strategic
  decisions. Amarc itself has no employees. As Amarc is an exploration stage company,
  there is no assurance that commercially viable mineral deposits exist on its
  optioned properties or that commercially viable mineral deposits will be found.
  Further, exploration activities and engineering studies will have to be completed
  before an evaluation could be undertaken to assess the economic and legal feasibility
  of any mineral deposits that are found.

The Inde Prospect lies in an historic gold mining area in
  Mexico. Amarc has acquired an option to purchase a 100% interest in the Inde
  Prospect through an assignment (at cost) from Hunter Dickinson Group Inc. ("HDGI"),
  a non-arm's length party (see Item 7B). In fiscal 2004, Amarc optioned the Inde
  Property to Minera Bugambilias SA de CV (see Item 4D). Amarc does not have any
  operating revenue although historically it has had annual interest revenue as
  a consequence of investing surplus exploration funds pending the completion
  of exploration programs. Amarc's business cannot really be said to be seasonal
  in nature, although exploration activity in cold climate locales like northern
  British Columbia is naturally greater in the summer when the terrain is not
  covered by snow. Some exploration activities (involving heavy equipment or those
  requiring exposure of rock or soil) can only be conducted in the months between
  the end of spring run-off and the return of the snow pack in the fall. Amarc
  may schedule drill programs for the winter to take advantage of lower access
  costs because ground transportation may be available over frozen roads (across
  lakes and rivers). Metals prices have traditionally seen multi-year cycles of
  higher and lower prices, which can adversely impacts the availability of exploration
  funds.

C.                Organizational
  Structure

Amarc operates directly through the following subsidiaries:

| | a) | Compania Minera Amarc SA de CV ("Minera Amarc"),                                                                   
| | -- | -------------------------------------------------------------------------------------------------------------------
|
| | b) | Amarc Exploraciones Mineras SA de CV ("Amarc Exploraciones"), which holds
      Amarc's rights to the Inde Project.

D.                Property,
  Plant and Equipment

There is neither a plant nor other equipment on Amarc's properties.
  The following outlines further particulars of Amarc's properties

---

- 14 -

(1) British Columbia Properties, Canada

Summary

In fiscal 2004, the Company refocused its efforts toward making
  major new mineral deposit discoveries in British Columbia. To do so, a portfolio
  of key projects is being assembled and field surveys have been initiated on
  high priority targets.

Amarc entered into agreements to acquire 100% interests in
  the Sitka, Bob, JMD, Buck and RAD properties in early 2004. The Sitka property
  is located in southwestern BC and the Bob, JMD, Buck and RAD properties in the
  central part of the province. The Company completed the acquisitions of the
  Bob, JMD and Sitka properties in July 2004, and is assessing plans to co-venture
  all of these properties. Subsequent to the year-end in July 2004, Amarc entered
  into an option agreement whereby GMD Resources Ltd. can earn a 50% interest
  in the Buck claims.

In May 2004, Amarc entered into an option agreement with the
  Iskut North Syndicate to acquire a 100% interest in the GBR (previously known
  as Wolverine) property. The property is located on the Golden Bear Road about
  40 kilometers northwest of Telegraph Creek, in northern British Columbia. Amarc
  has initiated an exploration program at GBR.

The Company entered into an option agreement with two arm's-length
  parties to acquire a 100% interest in the Spius porphyry gold-copper-molybdenum
  property in July 2004. The property is located near the town of Merritt in the
  Nicola region of south-central British Columbia. Amarc is planning exploration
  for the Spius property in 2004.

Amarc has also staked additional properties, targeting these
  areas from geological compilation work. The Jim, Hook, Orr, Crystal and Sky
  properties, totaling 13,000 hectares, were staked to cover areas of anomalous
  geophysical signatures. The geological setting of each of the properties is
  comprised of Mesozoic Nicola Group volcanic and sedimentary rocks in the vicinity
  of Triassic and Jurassic intrusive plugs and stocks. This geological setting
  and induced polarization (IP) geophysical anomalies are prospective for gold-copper
  porphyry deposits. Preliminary exploration programs, including mapping, prospecting,
  soil and rock sampling and ground IP and magnetometer surveys were done on each
  of the properties. Results are pending.

GBR Property

Property Agreements

Amarc Resources Ltd. has an option to purchase a 100% interest
  (subject to a 2% N.S.R) in the four-post Wolverine 1 & 2 mineral claims
  (40 claim units) by way of anagreement with the
  property vendor, Iskut North Syndicate, by making cash payments totaling $225,000
  and issuing 420,000 shares over 4 years. The Company staked the GBR 1 to GBR
  11 claims (216 units), which are held in the name of Amarc but form a part of
  the option agreement.

Location and Access

The GBR property is located approximately 37 km northwest
  of Telegraph Creek in north-central British Columbia. Conventional access to
  the property is by way of the gravel Golden Bear Mine access road from the community
  of Dease Lake, located on the Stewart-Cassiar Highway. Permission to use the
  road was once granted from the Golden Bear mine but since it closed, the Tahltan
  First Nation Band, based out of Telegraph Creek, control access. As the mine
  is now decommissioned there is no assurance that the road will be publicly maintained.

Property Description

The property consists of 13 contiguous mineral claims, covering
  an area of 6,400 ha, located along the Golden Bear Mine access road.

---

- 15 -

|Table 1. Mineral Title Information  GBR
      Property
|-------------------------------------------------------
|CLAIM NAME                                             
|Wolverine 1                                            
|Wolverine 2                                            
|GBR 1                                                  
|GBR 2                                                  
|GBR 3                                                  
|GBR 4                                                  
|GBR 5                                                  
|GBR 6                                                  
|GBR 7                                                  
|GBR 8                                                  
|GBR 9                                                  
|GBR 10                                                 
|GBR 11                                                 
|Total                                                  

Exploration History and Geology

The area was first explored by Sumitomo Metal Mining Canada
  Ltd. in 1971 and 1972 and later by North American Metals and Chevron Minerals
  in 1990 and 1991. In 2002, the Iskut North Syndicate located the Wolverine mineral
  claims but did not conduct any exploration.

Historically, work on the property by previous operators focused
  on two of three fault trends where gold-copper mineralization occurs in small
  lenses of gold-bearing pyrite and chalcopyrite within fault gouge associated
  with marginal phases of a diorite stock. Sampling of these structures returned
  up to 154 g/t Au along an 8-m interval measuring 0.4 m thick. Previous exploration
  activities on the GBR property has also identified large copper and gold soil
  geochemical anomalies (4,700 m long by 590-2,100 m wide) associated with the
  margins of a large (15 km x 20 km) regional airborne magnetic high and an Upper
  Triassic dioritic intrusive contact with Upper Triassic Stuhini volcanics in
  an area of poor outcrop exposure.

The copper-gold soil anomalies, which were identified during
  the course of a large, reconnaissance style soil sampling program with samples
  taken every 300 m on lines spaced 200 m apart, were largely ignored and have
  never been systematically followed up. Limited prospecting and geological mapping
  associated with the gold exploration work did note finely disseminated pyrite
  in the volcanic rocks and pyrite, chalcopyrite, pyrrhotite or magnetite in intrusive
  rocks occurring over areas of least 1,000 m wide by 2,500 m long. The airborne
  magnetic survey also outlined a number of satellitic magnetic features that
  may indicate the potential for other similar sized sulphide systems.

The primary exploration target on the GBR property is an alkalic
  coppergold porphyry deposit with associated precious metal shear/vein
  systems.

Exploration in 2004

A two-phase program has been recommended for the property
  (see BC Initiative budget at the end of this section). The Phase 1 ($685,000)
  began in June and is ongoing in August 2004. Work includes geological mapping,
  approximately 200 line kilometers of geochemical grids and 100 line kilometers
  of ground (induced polarization and magnetometer) geophysical surveys.

Second phase work is success contingent, and would comprise
  an additional 25 line-km of geochemical and geophysical surveys and 2,500 m
  of diamond drilling ($615,000).

---

- 16 -

Spius Creek Property

Property Agreements

Amarc Resources Ltd. has an option to acquire a 100% interest
  (subject to a 2% Net Smelter Return) in the four-post Spius 1 & 2 mineral
  claims (40 claim units) by making cash payments totaling $35,000 and issuing
  80,000 shares over 3 years.

Location and Access

The Spius Creek property is located approximately 13 km northeast
  of Boston Bar in southern British Columbia. The property is situated within
  a network of forest service roads, and can be accessed from either Merritt or
  Boston Bar.

Easier access is via the community of Merritt traveling south
  on the paved Coldwater Road for approximately 17 km to the Patchett paved road
  and turning northwest for 10 km to the Spius Creek forest service road. The
  Spius Creek forest service road proceeds southwestwardly for approximately 23
  km, then a rough road near the headwaters of Spius Creek is taken for a further
  5 km to the property. Alternatively, exits off the Coquihalla Highway south
  of Merritt can also be taken to provide quicker access to the Coldwater - Patchett
  road system or the Murray Lake Forest Service Road to Spius Creek.

Property Description

The property consists of two contiguous mineral claims covering an area of
  1,000 ha.

|Table 2. Mineral Title Information  Spius
      Creek Property
|---------------------------------------------------------------
|CLAIM NAME                                                     
|Spius 1                                                        
|Spius 2                                                        
|Total                                                          

Exploration History

The area covered by the current property was first explored
  by Orequest Exploration Ltd. in 1968 and later by Arrow-Inter America Corporation
  in 1970, Brascan Resources Ltd. between 1971 and 1975 and Canadian Occidental
  Petroleum in 1976. This previous work on the property outlined a large (500
  m x 700 m) partially open-ended greater than 500 ppm copper in soil anomaly
  located on the flanks of two large (500m x 1200 m) greater than 20 milliseconds
  (ms) IP chargeability anomalies. Previous work, including unrecorded drilling
  and trenching, appears to have focused on the molybdenum potential and IP chargeability
  highs. The last report in 1976 confirms the high copper in soil anomaly and
  concludes that relatively little work has been completed in the area overlying
  the main copper anomaly which is in an area of poor exposure. No recorded work
  has occurred on the property since the 1976 report.

Based on the regional geology and observations by previous
  workers, the primary target on the Spius Creek property is a porphyry copper,
  molybdenum, gold deposit.

Geology

The Spius Creek property occurs in the Intermontane Belt of
  the Quesnel Terrane, just east of the property occurs within the Coast Belt.
  The Coast Mountains and Cascade Ranges are composed primarily of Late Jurassic
  to early Tertiary granitic rocks which form a 100 to 200 km wide belt extending
  approximately 1,700 km to the north from the Canada/US border.

The Quesnel Terrane is dominated by the Upper Triassic Nicola
  Group volcanics and sediments that are, in part, co-magmatic (derived from the
  same magma) with Late Triassic-Early Jurassic intrusions. Lower and Middle Jurassic
  Ashcroft Formation sedimentary rocks unconformably overlie the Nicola Group.

The sequence is intruded by Triassic and Early Jurassic plutons,
  the most prominent is the Guichon Creek Batholith, which hosts the Highland
  Valley area porphyry copper-molybdenum deposits. Cretaceous

---

- 17 -

andesitic volcanic and sedimentary rocks of the Spences Bridge
  Group, and Tertiary volcanic rocks of the Kamloops and Princeton Groups unconformably
  overlie older units.

The major structural features in the region are steeply dipping
  normal faults. The faults have two dominant trends, one at 140-150 degrees azimuth
  and the other due north-south. The prominent north-south trending Spius Creek
  fault extends to the north for over 40 km to the Highland Valley copper mine
  and beyond.

Occurrences of chalcopyrite, pyrrhotite and bornite (copper
  and iron sulphides); azurite (copper carbonate); and chalcocite (copper sulphide);
  as well as molybdenite (molybdenum sulphide) have been observed locally.

Exploration in 2004

The gold-copper porphyry target on the Spius Creek property
  is defined by an extensive (500 m by 600 m) open-ended copper-in-soil anomaly
  with associated molybdenum values that is situated nearby two large (500 m by
  1,200 m) induced polarization chargeability anomalies. Drilling has been done
  on the property in the past, but it was very limited in scope and did not test
  the prospective copper-in-soil anomaly. Amarc plans to commence exploration
  at the property in the summer of 2004.

The proposed $48,000 program consists of geological mapping
  and prospecting, and soil and rock sampling (see BC Initiative Budget at the
  end of this section).

Sitka Property

Location and Access

The Sitka Gold property, comprising 54 units and an area of
  1350 ha, is located in southwestern British Columbia 40 km northeast of Port
  Hardy. Access to the claims is by helicopter, fixed wing aircraft or boat. Terrain
  is moderate to steep.

Property Description

The property is held 100% by Amarc Resources Ltd.

|Table 3. Mineral Holdings  SitkaProperty
|-----------------------------------------
|CLAIMNAME                                
|EMMA 1                                   
|THOMAS 1                                 
|DAVID 1                                  
|SITKA 3                                  
|SITKA 4                                  
|SITKA 5                                  

Exploration History


The first recorded mineral exploration within the claim area
  took place in 1945, when the quartz vein was hand trenched. In 1979, the gold
  prospect was re-staked and subsequently optioned to Cominco in 1980. After re-sampling
  the old trenches and running magnetic and VLF-EM surveys over a very restricted
  area, Cominco drilled 7 short BQ diamond drill holes to test the vein structure
  along strike and at depth. While the vein hosting structure and some gold mineralization
  was encountered, Cominco subsequently abandoned the property.

In 1987, the prospect was re-staked and acquired by American
  Bullion Minerals Ltd. Under the direction of United Mineral Services Ltd., a
  much larger area was covered by more detailed magnetometer and VLF-EM (very
  low frequency electromagnetic) surveys. These combined surveys identified a
  1.7 km

---

- 18 -

long conductor lying within a linear magnetic depression coincident
  with the sedimentary units within the volcanic assemblage. The conductor is
  interpreted to be the trace of the fault which hosts the auriferous quartz veins,
  from which samples have returned assays grading up to 39.4 g/t across 1.45 m.

American Bullion filed 10 years of assessment work credits
  on the property but completed no further work. The property was allowed to lapse
  in 1998. The property was re-staked in 2002 by an arm's length vendor and sold
  to Amarc in 2004. Amarc has not yet completed any exploration work on the property.

Geology

A shear zone within a roof pendant of volcanic greenstones
  and subordinate sediments hosts gold bearing quartz veins.

Bob and JMD Properties

Location and Access

The Bob and adjacent JMD properties are located 75 km due
  east of the town of Quesnel, within the Caribou Mining District of central British
  Columbia. Access to the Bob and JMD properties is excellent, with the all season,
  paved Nazco road that extends west from Highway 97 at Quesnel to within 3 km
  of the claims. Here, a series of logging roads provide additional access to
  most portions of the property. Much of the area has been clear cut due to mountain
  pine beetle infestation; the remaining ground is covered by pine-spruce and
  alder forests over low rolling hills. Outcrop forms less than 10% of the property.

Property Description

The Bob Claim Group is comprised of 12 claims totaling 48
  units (1,200 ha), and the adjacent JMD Claim Group is comprised of 4 claims
  totaling 4 units (100 ha). Amarc can acquire 100% interest in the properties
  by issuing 200,000 shares of the Company to an arm's length vendor. The first
  payment of 150,000 shares has been made. An additional 50,000 shares will be
  held in escrow until Amarc has reached a third party joint venture agreement
  or has completed a total of $250,000 in exploration expenditures on the property.

Exploration History and Geology

There was no recorded mineral exploration in the vicinity
  of the properties prior to 1983. During the spring and summer of 1983, Lac Minerals
  Ltd. completed a regional reconnaissance soil geochemical survey in the area,
  which resulted in the discovery of anomalous Au-As values on the Bob Property.
  Lac subsequently acquired 4 claims totaling 80 units later that summer and between
  1983 and 1986, completed exploration programs on the property that included
  line-cutting, soil geochemical surveys, reconnaissance mapping and sampling,
  trenching, road construction, induced polarization geophysical surveys, and
  at least 39 core drill holes, totaling 4,284 meters. Additional drilling was
  completed in 1987, but no records of this work have been located.

On the Bob Property, Lac's work initially defined a strong,
  coincident gold-arsenic soil geochemical anomaly, measuring some 1,500 m by
  1,000 m in size. The anomaly occurred within an area of Cretaceous age sedimentary
  rocks, locally dominated by conglomerates that exhibited styles of alteration
  and mineralization suggestive of a large low sulphidation epithermal system.

Drill holes targeted the main soil geochemical anomaly, further
  refined the distribution of mineralization within the sedimentary sequence,
  and defined three prospective horizons. They are, progressing down stratigraphy;
  an upper zone of anomalous mineralization associated exclusively with the chert
  pebble conglomerate; a middle zone of anomalous mineralization associated with
  a major contact between the overlying conglomerate, and underlying sequence
  of interbedded siltstones, sandstones and argillite; and a lower zone of mineralization
  hosted exclusively within the siltstone dominant formation. Drilling to date
  has identified the anomalous horizons over an area measuring 1,000 m by 500
  m, which appears to be open in at least two dimensions.

---

- 19 -

Mineralization is comprised of extensive hematite-limonite
  (iron oxides, after pyrite) throughout the conglomerate and siltstone units,
  yielding to pyrite below a relatively deep oxidation profile at approximately
  100 m vertical. Also associated with the pyrite are lesser arsenopyrite (arsenic
  sulphide), galena (lead sulphide), and stibnite (Sb sulphide). In addition to
  anomalous gold values, to as high as 611 ppb Au over 64.1 m, there are very
  broad zones of strong As-Hg-Sb enrichment both associated with and haloing the
  gold bearing sequences. Despite a relatively aggressive drill campaign by Lac,
  no concerted effort was directed towards identifying a structural control/conduit
  to the apparently stratigraphically controlled epithermal mineralization defined
  on the property. Identification of that controlling structure is a primary exploration
  target on the Bob Claim Group, and also represents a potentially significant
  regional scale control to mineralization.

On the adjacent JMD property, no previous exploration work
  prior to 2003. The area was selected, and subsequent reconnaissance mapping
  and sampling identified zones of strong argillic (clay) alteration with local
  silicification (alteration where silica minerals are introduced) in Skeena Group
  conglomerates. The altered conglomerates, with associated strong iron-oxide
  staining, were traced in sub-crop and float over a distance of 700 m. No anomalous
  gold values were returned from samples collected in the area, but one sample
  did carry strongly anomalous Hg (1,950 ppb) and As (176.7 ppm) values. Amarc
  has completed no exploration work on either of the Bob or JMD properties.

The geological setting and known mineralization indicate the
  potential for a low sulphidation epithermal gold deposit.

RAD Property

Location and Access

The RAD property is located south of Tatla Lake in southwestern
  British Columbia. A network of logging roads affords conventional access to
  the property.

Property Description

The property consists of 4 contiguous mineral claims covering
  an area of 2,000 ha. Amarc Resources Ltd. acquired a 100% interest in the RAD
  property from United Mineral Services.

Exploration History

United Mineral Services located the initial mineral claims
  covering the RAD property in 2003. Exploration conducted by United Mineral Services
  on the property during the fall of 2003 included line cutting and Induced Polarization
  geophysical surveys.

Exploration activities to date have identified a bornite breccia
  of unknown extent and an area of IP geophysical responses. In particular, the
  resistivity values obtained from the 2003 geophysical survey on the RAD grids
  indicate potential for mineralization associated with a gold-copper porphyry
  system. Amarc has not yet conducted exploration on the RAD property.

Geology

Bedrock exposures are sparse throughout this area of extensive
  glacial drift and Tertiary basalt cover and are mainly confined to logging and
  ranching road cuts. The region is underlain by a series of Jurassic rocks comprised
  of tuff and volcanic breccia; and conglomerate and shale. In the immediate vicinity
  of the claim area Upper Cretaceous Kinsvale Group rocks, specifically andesitic
  and basaltic breccia and tuff are present.

Buck Property

Location and Access

The Buck property is located south of Houston in west-central
  British Columbia. A network of logging roads affords conventional access.

---

- 20 -

Property Description

The property consists of 10 contiguous mineral claims, covering
  an area of 4,750 ha. Amarc acquired a 100% interest in the Buck property from
  United Mineral Services.

Exploration History

United Mineral Services located the initial mineral claims
  covering the Buck property in 2003, and conducted included extensive IP geophysical
  surveys, geochemical surveys and a limited mapping program on the property during
  the summer and fall of 2003. Two areas of strong IP geophysical responses were
  identified. In particular, the IP chargeability values obtained from the North
  and South grids indicate good potential for mineralization associated with subvolcanic
  copper-gold-silver systems or transitional, intrusion-related (polymetallic)
  stockwork and vein systems.

Geology

Bedrock exposures are sparse throughout this overburden-covered
  area and are mainly confined to logging road cuts. The property is underlain
  by a thick sequence of Early to Middle Jurassic Hazelton Group rocks; Cretaceous
  aged sedimentary, pyroclastic and volcanic rocks of the Skeena Group; and the
  Early Tertiary Francois Lake Group Buck Creek Formation. Upper Cretaceous and
  Eocene granitic bodies are known to intrude the Hazelton Group volcanic rocks
  in the area and are associated with gold, silver and base metal mineralization
  at the Bob Creek property and at the Equity Silver Mine, a past producer located
  in the vicinity of the Buck property.

Recent Developments

In July 2004, Amarc entered into an option agreement whereby
  GMD Resources Ltd. ("GMD") can earn a 50% interest in the Buck claims. To earn
  its interest, GMD must issue 100,000 units comprised of 100,000 common shares
  of GMD at a deemed price of $0.05 per share and 100,000 two-year share purchase
  warrants, exercisable at $0.10 per share in the first year and $0.15 per share
  in the second year. GMD must also incur exploration expenditures totalling $500,000
  over five years, with a minimum annual expenditure of $100,000.

Exploration in 2004  BC Initiative

Amarc's field program began in early May. Preliminary exploration
  surveys were conducted on the GBR property, and on the recently staked properties
  called Crystal, Orr, Jim, Hook and Sky properties. The Crystal, Orr, Jim, Hook
  and Sky properties comprise 47 claims covering an area of 9,525 ha. The Spius
  Creek property was reviewed and optioned, and preliminary surveys are planned.
  An additional property, called M2, consisting of 7 claims covering an area of
  3,500 ha, was recently acquired through staking, and preliminary surveys are
  planned.

Compilation of geological, geophysical and geochemical data
  from government files and other sources will continue. In addition, vendor submissions
  will be reviewed and follow up field examinations and preliminary ground surveys
  planned and executed, as weather conditions permit, possibly until late September.
  Contingent on the results of these programs, phase 1 drilling will be carried
  out.

---

- 21 -

The compiled budget for programs on all of the BC Properties
  is tabulated below:

|BC Initiative - Exploration Budget 2004                                                       
|----------------------------------------------------------------------------------------------
|ACTIVITY                                                                                      
|Preliminary Geological, Geophysical & Geochemical Surveys
      - GBR                         
|Preliminary Geological, Geophysical & Geochemical Surveys
       Orr, Jim, Hook, Sky, Crystal
|Preliminary Geological, Geophysical & Geochemical Surveys
       Spius Creek                 
|Preliminary Geological, Geophysical & Geochemical Surveys
       MR2                         
|Regional Airborne Survey                                                                      
|Phase 1 Drilling*                                                                             
|Compilation & Review                                                                          
|TOTAL EXPLORATION COSTS                                                                       



(2) Inde Prospect, Durango, Mexico

Legal Agreements Summary

Pursuant to an agreement dated November 15, 2001, Hunter Dickinson
  Group Inc. ("HDGI"), a non-arm's-length party owned by family trusts of certain
  of Amarc's insiders (see Item 7B), HDGI assigned to Amarc 100% of HDGI's interest
  in an option to purchase a Mexican mineral prospect known as "Inde", originally
  dated March 13, 2001 and amended August 22 and September 6, 2002. The Inde Prospect
  option was assigned to Amarc in consideration of a payment of $1.00 and reimbursement
  of approximately US$400,000 in costs incurred by HDGI on the Inde Prospect.

The terms of the underlying Inde mineral concession option
  granted by Comercializadora y Arrendadora Parral SA de CV ("Parral") as owner
  and optionor, as amended, provide that a 100% interest in the Inde Prospect
  can be purchased by Amarc provided it makes staged payments totalling US$4,000,000,
  by June 2006. A 4% net smelter royalty, capped at US$2 million over the project
  life, is also payable on the two claims under the purchase option.

Location and Access

The 36 square km Inde mining district occurs in the northern
  portion of the State of Durango, Mexico. The property is accessed by 150 km
  of paved highway southeast of the mining supply center of Parral, Chihuahua,
  or by 235 km of paved highway west-northwest from Torreon, site of a major smelter
  and metallurgical complex. Local property access is by a network of good quality
  gravel roads from the town of Inde. Driving time by two-wheel-drive vehicle
  from the town of Inde is approximately 20 minutes.

Property Area and Title

The Inde Prospect consists of five contiguous mineral concessions,
  totalling 278.8 hectares, situated in the southwest corner of the district.
  Three of these, Unificación Paco, La Terrible and El Engano (totalling
  248.6 hectares), are exploitation concessions and two, La Discordia and El Matracal
  (totalling 30.2 hectares), are exploration concessions (see "Exploration in
  Mexico" below regarding these types of concessions). The largest is the Unificación
  Paco exploitation permit #204,514 with an area of 240.6 hectares.

---

- 22 -

Exploration History

The Spanish first started mining in the district, then known
  by the aboriginal name INDEHÉ meaning "Disks of Gold", in the 1500s,
  focusing on recovery of gold from surface oxide zones in the Inde Prospect and
  silver-bearing veins east of the Inde Prospect. The more accessible oxide ores
  remained attractive to small-scale miners until modern-times.

The historic production was derived from near-surface oxide
  mineralization, to about 150 meters depth, within the massive sulphide bodies
  along both trends. Amarc's work targeted the sulphide component of the replacement
  bodies both along strike and down dip of previous mining.

Geology

The Inde mining district is located on the eastern flank of
  the Sierra Madre Occidental Geological Province, a north-northwesterly trending
  belt of Tertiary volcanic rocks. Tertiary volcanic and Cretaceous sedimentary
  rocks underlie most of the state of Durango. Felsic to intermediate intrusions
  also occur throughout the state.

The Tertiary volcanic rocks host numerous gold-silver vein
  districts in Mexico, including Tayoltita in western Durango and Ocampo in Chihuahua.
  The Cretaceous limestones are important hosts to major carbonate (or limestone)
  hosted replacement deposits throughout Mexico.

Mineralization in the Inde mining district occurs in the Guadalupe
  Limestone and, to a lesser extent, in the Union Formation volcanic rocks, and
  is probably related to the Tertiary intrusions. The mineralization consists
  of two main types: gold bearing, massive sulphide, carbonate replacement deposits
  developed in limestone at the contact between limestone and monzonite intrusive
  rocks and/or along structures within the limestone units, and precious and base
  metal bearing epithermal veins developed along east-west or northwest-southeast
  trending structural zones.

Exploration by Amarc

Amarc carried out a two-phase exploration program between
  February and August 2002. The Phase 1 program included transit surveying and
  geological mapping at surface and in underground workings in February 2002.
  A mineralized trend was traced for over 1,100 m at surface. A comparison of
  the surface and underground maps showed that the most intensively mined areas
  with the best grades at depth do not necessarily coincide with the best mineralized
  areas at surface, that is, as seen in open cuts. Up to five mineralized structures,
  were indicated from open cuts. The structures are subparallel to the contact
  of limestone and monzonite units. These main structures are offset by cross-cutting
  east-northeasterly trending structures. The latter structures are also mineralized
  and some have been mined. The width of the mineralized zones increases where
  the main structures intersect with the cross-structures.

The Phase 2 program consisted of the completion of 4,333 m
  of drilling in fourteen holes, spaced 25 m to 200 m apart, along a 600 m portion
  of the known strike length of the mineralized contact zone. The drill holes
  encountered open stopes and some sections of oxide and sulphide mineralization
  containing interesting gold and silver values, but not adequate to warrant a
  follow up program.

Recent Property Developments

On December 29, 2003, Amarc optioned the Inde Project to Minera
  Bugambilias SA de CV ("Bugambilias"). Bugambilias can earn up to a 70% interest
  in the Inde Project by exercising two options. Under the First Option, Bugambilias
  can earn a 51% interest by incurring $2.2 million in expenditures on the property
  within three years, of which $100,000 must be spent in the first year, a further
  $500,000 in the second year and a further $1.6 million in the third year. Bugambilias
  must also make option payments on the Parral Concessions to keep the property
  in good standing for the first year.

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- 23 -

Alternately, Bugambilias could earn its 51% interest by extinguishing
  all of the option payments on the Parral Concessions. Bugambilias can exercise
  the Second Option and earn an additional 19% interest in the Inde Project by
  making a further US$2 million in expenditures or by having an internationally
  recognized third party engineering firm complete an industry standard feasibility
  study on the project within three years, or by extinguishing a 4% net smelter
  royalty on the Parral Concessions.

The TSX Venture Exchange has accepted for filing an agreement
  dated January 29, 2004, whereby Sydney Resource Corporation ("Sydney") has optioned
  the Inde Project from Bugambilias. Sydney will take on all of the rights and
  obligations of Bugambilias stemming from their option agreement signed with
  Amarc. As part of this agreement, Sydney will issue 300,000 warrants to Amarc,
  exercisable at a price of $0.52 per share until February 4, 2006.

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ITEM 5       OPERATING
  AND FINANCIAL REVIEW AND PROSPECTS

Overview

Amarc's business strategy is to acquire, explore and conduct
  detailed engineering and economic analysis of mineral deposits which have large
  tonnage and multi-year operation potential in order to enhance the value of
  the project and then seek to sell or joint venture the project to a major mining
  company. Amarc, as an active junior resource issuer, does not consider it likely
  that even if project economics warrant commercial production, that Amarc itself
  would place its projects into commercial production, as such operations require
  large corporate, technical and financial infrastructure which Amarc does not
  have nor does it currently intend to acquire. None of Amarc's currently held
  or to be acquired mineral deposits is at present known to host a mineral reserve
  which has been subject to sufficient development work to determine that it is
  economic at current metals prices.

Amarc's results of operations are economically evaluated on
  an "event driven" basis in that exploration expenditures yield information on
  the nature, extent and statistical confidence (primarily from diamond drill
  exploration programs) in a mineralized deposit's size and continuity, information
  that is not in the financial statements. Thus, it is difficult to evaluate the
  success of operations in a fiscal year by reference to the financial statements
  given that results are more appropriately measured by an evaluation of the minerals
  discovered and/or confirmed. Amarc's operating activities do not occur on a
  regular or periodic basis and are subject to the economic realities of metals
  prices and conditions for equity financing conditions of natural resource exploration
  issuers. Accordingly, it may not be meaningful to seek observable trends in
  financial operating statistics although liquidity statistics may be important.
  Although Amarc calculates an annual income (loss) per share (which has varied
  from an income per share of $0.04 to a loss per share of $0.37 over the last
  three fiscal years), Amarc is of the view that its share price does not vary
  in accordance with the loss per share statistic but rather Amarc share prices
  vary with the price of the underlying market for the metals it explores for
  and the outlook for them.

Amarc's financial statements are prepared on the basis that
  it will continue as a going concern. Given that Amarc has no source of significant
  revenue, this assumption is always subject to the further assumption that there
  will continue to be investment interest in funding exploration to seek large
  tonnage metal deposits even where economic certainty is unknown. Amarc can give
  no assurance that it will continue to be able to raise sufficient funds and
  should it be unable to continue to do so, may be unable to realize on the carrying
  value of its resource project and the net realizable value could be materially
  less than Amarc's liabilities with a potential for total loss to Amarc shareholders.

Amarc does not believe that it is significantly impacted by
  the effects of inflation and the Canadian dollar has fluctuated in a relatively
  narrow band to the United States dollar (US$1.00 = Cdn$1.60 to Cdn$1.29) during
  these three years. For additional details respecting the five year historical
  exchange rates, see Item 3. Amarc has not been significantly affected by government
  economic, fiscal, monetary or political policies, and the outlook for Amarc's
  assets primarily relate to the outlook for gold. For information relating to
  the historical prices for gold, see "Item D, Trend Information" below.

Critical Accounting Policies

Mineral property interests

The Company defers mineral property acquisition costs on a
  property-by-property basis. Exploration expenditures and option payments incurred
  prior to the determination of the commercial feasibility of mining operations
  are charged to operations as incurred. Development expenditures incurred subsequent
  to such determination, to increase production, or to extend the life of existing
  production are capitalized. Such acquisition costs and deferred development
  expenditures are amortized and depreciated over the

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- 25 -

estimated life of the property, or written off to operations
  if the property is abandoned, allowed to lapse, or if there is little prospect
  of further work being carried out by the Company or its option or joint venture
  partners.

The effect of a change in accounting policy would cause these
  deferrals to be charged to operations, increasing net losses and loss per share,
  in the period.

Going concern

The financial statements are prepared on the basis that the
  Company will continue as a going concern. If the Company is unable to obtain
  adequate additional financing, the Company will be required to curtail operations
  and exploration activities. The 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.

Operating Results  Fiscal 2004 Compared to Fiscal
  2003

The Company had net income for the 2004 fiscal year of $831,135
  compared to a loss of $1,854,721 in the previous fiscal year. The increase in
  income was due primarily to the gain on marketable securities, which totaled
  $2.05 million. Excluding this gain and stock based compensation expense of $0.4
  million, expenses totaled $814,098 for fiscal 2004 as compared to $1,248,406
  for fiscal 2003.

There was a gain on sale of marketable securities totalling
  $2,052,596 in fiscal 2004 as compared to a loss on sale of marketable securities
  of $19,500 in the previous year. The gain in fiscal 2004 was the result of sales
  of shares of Expatriate Resources Ltd. ($2,400,273) and StrataGold Corporation
  ($260,900). There was a write down of marketable securities totalling $581,010
  in the previous year relating to the Company's investment in Expatriate Resources
  Ltd. Stock-based compensation increased by $401,558 to $407,363 from $5,805
  in fiscal 2003 due to (i) the increase in the Company's stock price, and (ii)
  the granting of 2,253,000 options in October 2003. Interest income increased
  by $69,627 to $74,590 from $4,963 in the previous year due to greater funds
  on deposit as a result of the financings undertaken during 2004.

Exploration expense increased by $54,922 to $460,252, from
  $405,330 in the previous year due to increased activity by the Company, particularly
  during the latter half of fiscal 2004. Of these costs, $24,206 was incurred
  on the Inde Property in Mexico (mainly on site activities) and $436,046 on properties
  in British Columbia. The main exploration costs were on geological wages ($287,284)
  and assays and analysis to assess and acquire BC properties. Most of the costs
  in fiscal 2003 were related to drilling at the Inde Property.

Legal, accounting and audit decreased by $104,901 to $53,913
  from $158,814 in the previous year primarily due to more compliance-related
  work being done in-house. Office and administration decreased by $78,836 to
  $28,468 from $107,304 in the previous year due to decreased activity in the
  Company. Salaries and benefits decreased by $132,346 to $140,619 from $272,965
  in the previous year due to a decrease in wages for management attention and
  staff support. Shareholder communication decreased by $104,698 to $21,495 from
  $126,193 in the previous year due to decreased activity in the Company. Trust
  and filing increased by $32,365 to $43,915 from $11,550 in the previous year
  due to filing fees paid for the private placements. Foreign exchange loss decreased
  by $54,988 to $9,621 from $64,609 in the previous year due to the Company's
  increased focus in Canada, which allowed the Company to hold less foreign funds.

Operating Results  Fiscal 2003 Compared to Fiscal
  2002

Amarc recorded a loss of $1,854,721 in fiscal 2003, as compared
  to a loss of $3,886,618 over the 2002 fiscal year. The 2003 loss includes losses
  and write downs on marketable securities totaling $600,510.

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- 26 -

Operating expenses for the 2003 fiscal year are $1,194,565,
  as compared to $4,323,110 in the previous fiscal year and $2,303,027 in the
  first nine months of fiscal 2003. Overall expenses also include a $97,438 grant
  recovery of Fox River exploration expenditures that was received from the Manitoba
  government as part of a mineral exploration incentive program. Quarter to quarter
  expenses dropped because exploration wound down at both the Fox River and the
  Inde projects in the third quarter of the year.

Exploration expenses in fiscal 2003 were $1,802,768, compared
  to $3,728,406 spent in the fiscal 2002. Of the exploration expenses, $489,150
  was spent on Fox River and $1,313,618 was spent on Inde. Exploration expenditures
  for Fox River were mainly geological ($198,247), associated with the cost of
  report writing and project supervision incurred by Falconbridge, and project
  management and development of technical reports by Hunter Dickinson for the
  exploration programs. Other significant expenditures on Fox River included drilling
  ($170,756) and the cost to charter helicopters ($70,097) for drill moves and
  other transportation related to the exploration program.

The highest exploration expenses at Inde were for drilling
  ($467,227) during the period of May to August 2002, geological ($297,126) for
  geological mapping and supervision of the drilling program as well as report
  writing. Other significant costs included site activities ($226,417) for camp
  mobilization and demobilization and the completion of reclamation of drill sites,
  $121,301 property fees and assessments, $45,078 in option payments and $51,273
  in assays and analyses of drill core samples.

Overall administrative costs increased in fiscal 2003 from
  the previous year to $789,235 from $594,704. The main increases are in office
  and administration (2003$110,304; 2002$79,820) and salaries and
  benefits (2003$278,770; 2002$110,776). The increase in office and
  administration costs, and a significant part of the salaries and benefits expenditures,
  are due to wages for increased management attention and staff support for the
  exploration programs that during the year. The cost of shareholder communications
  increased (2003$126,193; 2002$20,552) due to significantly increased
  promotional activities related to the exploration programs.

B.                Liquidity
  and Capital Resources

Overview and Recent Events

Historically Amarc's sole source of funding has been the sale
  of equity securities for cash, primarily through private placements to sophisticated
  investors and institutions. Amarc also issued common share capital in each of
  these three years pursuant to private placement financings. Amarc has no assurance
  of continued access to significant equity funding.

Fiscal 2004 Compared to Fiscal 2003

At March 31, 2004, the Company had working capital of approximately
  $13.9 million, which is sufficient to fund its known commitments.

The Company has no long term debt, capital lease obligations,
  operating leases or any other long term obligations.

In October 2003 the Company announced a private placement
  of 13,000,000 units at a price of $0.30 per unit of which 5,047,000 were flow-through
  units and 7,953,000 were non flow-through units. Each unit was comprised of
  one common share and one share purchase warrant exercisable to purchase a common
  share at a price of $0.34 for a two year period. The warrants are subject to
  a 45 day accelerated expiry at the Company's option if the closing trade price
  of the Company's common shares on the TSX Venture Exchange is at least $0.68
  for any ten consecutive trading days. This placement completed on December 31,
  2003.

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- 27 -

In December 2003 the Company announced and completed a private
  placement of 8,002,084 units of which 4,397,906 were flow-through and 3,604,178
  were non flow-through at a price of $0.55 per unit. Each unit was comprised
  of one common share and one share purchase warrant exercisable to purchase a
  common share at a price of $0.60 for a one year period. The warrants are subject
  to a 45 day accelerated expiry at the Company's option if the closing trade
  price of the Company's common shares on the TSX Venture Exchange is at least
  $1.10 for ten consecutive trading days.

In March 2004, the Company completed a private placement of
  2,000,000 units at a price of $0.75 per unit. Each unit was comprised of one
  common share and one share purchase warrant.

Subsequent to March 31, 2004:

- 80,000 shares were issued to an independent prospector to acquire the Sitka
    Gold Property;
- 150,000 common shares were issued to a third party prospecting partnership
    to acquire the Boband JMD properties; and
- 30,000 common shares were issued to a syndicate to acquire the GBR Property.

Fiscal 2003 Compared to Fiscal 2002

As of March 31, 2003, Amarc had working capital of $0.6 million,
  as compared to $2.2 million at the end of fiscal 2002. At March 31, 2003, Amarc
  had 15,468,890 common shares issued and outstanding.

On August 27, 2002, the Company closed a private placement
  of 345,710 units at a price of $0.60 per unit. Each unit was comprised of one
  common share and one share purchase warrant. Each share purchase warrant entitles
  the holder to purchase an additional common share at a price of $0.73 until
  December 27, 2003. The share purchase warrants are subject to a 45-day accelerated
  expiry if the closing price of the common shares of the Company as traded on
  the TSX Venture Exchange is at least $1.10 for ten consecutive trading days.

In December 2002, the TSX Venture Exchange gave approval for
  2,412,500 warrants exercisable at $0.40 per common share to have their original
  expiry dates of January 7, 2003 and July 7, 2003 extended to January 7, 2004.

In December 2002, the Company amended the exercise price of
  200,000 warrants (which expire December 31, 2003) from their original price
  of $1.00 to $0.50.

Financial Instruments

Amarc keeps its financial instruments denominated in Canadian
  dollars and 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 pending the need for the funds.

Amarc does not have any significant commitments for exploration
  expenditures other than approximately $0.4 million in each of 2004 and 2005
  and $4.2 million in 2006 (all of which have been assumed by Bugambilias) for
  fees and work commitments on its Inde Property, and accordingly the Company
  can remain relatively flexible in gearing its activities to the availability
  of funds. As of the fiscal 2004 year end Amarc estimates that the cost of maintaining
  its corporate administrative activities at approximately $35,000 per month.
  Accordingly Amarc's management estimates that a minimum of $850,000 will be
  needed to maintain its corporate status and assets over the ensuing two-year
  period. Amarc has a current working capital of $13.9 million, which is sufficient
  to fund the next year of administration cost and exploration programs.

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- 28 -

C.                Research
  Expenditures

Amarc is a resource expenditure based corporation and accordingly
  does not have a program of intellectual property development or patenting or
  licensing issues.

D.                Trend
  Information

As a natural resource exploration company Amarc's activities
  reflect the traditional cyclical nature of metals prices.

Gold prices improved significantly in 2003, averaging about
  US$364/oz for the year. The upward trend has continued in 2004, although the
  price has been more volatile in the past quarter. The average gold price in
  the first six months of 2004 is approximately US$400/oz. The copper price has
  also increased, averaging US$0.81/lb in 2003 and approximately US$1.25/lb to
  date in 2004.

E.                Off-Balance
  Sheet Arrangements

None.

F.                Tabular
  Disclosure of Contractual Obligations

None. The Company has no long term debt, capital lease obligations,
  operating leases or any other long term obligations.

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.

G.                Safe
  Harbor

This Form 20-F includes certain statements that may be deemed
  "forward-looking statements". All statements in this document, other than statements
  of historical facts, that address future production, reserve potential, exploration
  drilling, exploitation activities and events or developments that the Company
  expects are forward-looking statements. Although the Company believes the expectations
  expressed in such forward-looking statements are based on reasonable assumptions,
  such statements are not guarantees of future performance and actual results
  or developments may differ materially from those in the forward-looking statements.
  Factors that could cause actual results to differ materially from those in forward-looking
  statements include market prices, exploitation and exploration successes, continued
  availability of capital and financing, and general economic, market or business
  conditions. Investors are cautioned that any such statements are not guarantees
  of future performance and that actual results or developments may differ materially
  from those projected in the forward-looking statements.

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- 29 -

ITEM 6       DIRECTORS,
  SENIOR MANAGEMENT AND EMPLOYEES

A.                Directors
  and Senior Management

|                                                |                      | Shares Beneficially
|----------------------------------------------- | -------------------- | -------------------
|Name, Position and                              | Period a Director    | Owned or           
|Country of Residence                            | of the Company       | Controlled(1)      
|David J. Copeland                               |                      |                    
|Director                                        | Since September 1995 | 713,500            
|Canada                                          |                      |                    
|                                                |                      |                    
|Scott D. Cousens                                |                      |                    
|Director                                        | Since September 1995 | 1,333,500          
|Canada                                          |                      |                    
|                                                |                      |                    
|Robert A. Dickinson (2)                         |                      |                    
|Chairman and Director                           | Since April 1993     | 3,530,909          
|Canada                                          |                      |                    
|                                                |                      |                    
|Jeffrey R. Mason                                |                      |                    
|Chief Financial Officer, Secretary and Director | Since September 1995 | 832,000            
|Canada                                          |                      |                    
|                                                |                      |                    
|Ronald W. Thiessen                              |                      |                    
|Chief Executive Officer, President and Director | Since September 1995 | 1,112,008          
|Canada                                          |                      |                    

Notes:

|(1) | The number of shares beneficially owned by the above
        nominees for directors, directly or indirectly, is based on information
        furnished by Computershare Trust Company of Canada, the registrar and
        transfer agent of the Company, and by the nominees themselves. As of July
        19, 2004, the current directors and officers hold an aggregate of 7,521,917
        shares which represents approximately 16.8% of the current outstanding
        shares. At July 19, 2004, the directors and officers also held an aggregate
        of 800,000 options and 757,869 warrants.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Certain of these shares are held by United Mineral
        Services Ltd., a company controlled by Robert A. Dickinson.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Principal Occupation of Current Management of Amarc

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

Robert A. Dickinson is an economic geologist who serves as
  a member of management of several mineral exploration companies, primarily those
  for whom Hunter Dickinson 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 also been
  active in mineral exploration over 36 years. He is a director of Hunter Dickinson
  Inc. He is also President and Director of United Mineral Services Ltd., a private
  investment company.

Mr. Dickinson is, or was within the past years, an officer
  and/or director of the following public companies: Amarc Resources Ltd.,
  Director (April 1993 to present), Co-Chairman (September 2000 to April 19, 2004)
  Chairman (April 20, 2004 to present), President (September 1995 to September
  2000), Chief Financial Officer (September 1995 to September 1998) and Chief
  Executive Officer (September 1998 to September 2000); Anooraq Resources Corporation,
  Director (November 1990 to present), Co-Chairman (September 2000 to April 19,
  2004) Chairman (April 20, 2004 to present), President (September 1996 to September
  2000), Chief Financial Officer (September 1996 to

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- 30 -

February 1999) and Chief Executive Officer (February 1999
  to September 2000); Farallon Resources Ltd., Director (July 1991 to present),
  Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present)
  and Chief Executive Officer (December 1995 to September 2000); Great Basin
  Gold Ltd., Director (May 1986 to present), Co-Chairman (September 2000 to
  April 19, 2004) Chairman (April 20, 2004 to present), President (May 1986 to
  September 2000), Chief Executive Officer (November 1998 to September 2000),
  Chief Financial Officer (May 1986 to June 1998); Continental Minerals Corporation(formerly Misty Mountain Gold Limited), Director (November 1995 to
  February 2001), Co-Chairman (September 2000 to April 19, 2004) Chairman (April
  20, 2004 to present), President (November 1995 to September 2000), Chief Financial
  Officer (June 1993 to June 1998), Chief Executive Officer (June 1998 to September
  2000); Northern Dynasty Minerals Ltd., Director (June 1994 to present),
  Chief Executive Officer (May 1997 to November 2001), and Co-Chairman (September
  2000 to April 19, 2004) Chairman (April 20, 2004 to present); Rockwell Ventures
  Inc., Chairman and Director (November 2000 to present); Taseko Mines
  Limited, Director (January 1991 to present), Co-Chairman (September 2000
  to present), President (January 1991 to September 2000), Chief Financial Officer
  (January 1991 to November 1998), Chief Executive Officer (November 1998 to September
  2000), (including Co-Chairman and Director of Gibraltar Mines Ltd. a private
  mining company, which is a wholly owned subsidiary of Taseko Mines Limited);
  Cash Resources Ltd., Director (June 1994 to June 1996); and American
  Bullion Minerals Ltd., Director (August 1988 to May 1997).

Ronald W. Thiessen, C.A.  Chief Executive Officer,
  President and Director

Ronald W. 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 employed by Hunter
  Dickinson Inc., a company providing management and administrative services to
  several publicly-traded companies and focuses on directing corporate development
  and financing activities. He is also a director of Hunter Dickinson Inc.

Mr. Thiessen is, or was within the past years, an officer
  and/or director of the following public companies: Amarc Resources Ltd.,
  Director (September 1995 to present), President and Chief Executive Officer
  (September 2000 to present); Anooraq Resources Corporation, Director
  (April 1996 to present), President and Chief Executive Officer (September 2000
  to present); Farallon Resources Ltd., Director (August 1994 to present),
  President and Chairman (September 2000 to present); Great Basin Gold
  Ltd., Director (October 1993 to present), President and Chief Executive
  Officer (September 2000 to present); Continental Minerals Corporation(formerly
  Misty Mountain Gold Limited), Director (November 1995 to present), President
  and Chief Executive Officer (September 2000 to present); Northern Dynasty
  Minerals Ltd., President and Chief Executive Officer (November 2001 to present),
  Director (November 1995 to present); Rockwell Ventures Inc., President
  and Director (November 2000 to present); Taseko Mines Limited, Director
  (October 1993 to present), President and Chief Executive Officer (September
  2000 to present), (including Director of Gibraltar Mines Ltd., a private mining
  company, which is a wholly owned subsidiary of Taseko Mines Limited.); Casamiro
  Resources Corp., President and Director (February 1990 to present).

Jeffrey R. Mason, C.A.  Chief Financial Officer,
  Secretary and Director

Jeffrey R. 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 (TSX, NASDAQ, AMEX) mineral
  exploration companies. Mr. Mason is also employed as Chief

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- 31 -

Financial Officer of Hunter Dickinson Inc. and his principal
  occupation is the financial administration of the public companies which Hunter
  Dickinson Inc. provides services to.

Mr. Mason is, or was within the past years, an officer and
  or director of the following public companies: Amarc Resources Ltd.,
  Secretary and Director (September 1995 to present), Treasurer (September 1995
  to September 1998) and Chief Financial Officer (September 1998 to present);
  Anooraq Resources Corporation, Director (April 1996 to present), Treasurer
  (September 1996 to February 1999), Chief Financial Officer (February 1999 to
  present), Secretary (September 1996 to present); Farallon Resources Ltd.,
  Secretary (December 1995 to present), Chief Financial Officer (December 1997
  to present) and Director (August 1994 to present); Great Basin Gold Ltd.,
  Director (February 1994 to present), Secretary (February 1994 to present), Chief
  Financial Officer (June 1998 to present), Treasurer (February 1994 to June 1998);
  Continental Minerals Corporation(formerly Misty Mountain Gold Limited),
  Secretary (November 1995 to present), Treasurer (November 1995 to June 1998),
  Chief Financial Officer (June 1998 to present) and Director (June 1994 to present);
  Northern Dynasty Minerals Ltd., Secretary (June 1996 to present), Director
  (June 1996 to present), Chief Financial Officer (June 1998 to present), Treasurer
  (May 1997 to June 1998); Rockwell Ventures Inc., Chief Financial Officer
  and Director (November 2000 to present); Taseko Mines Limited, Secretary
  (March 1994 to present), Chief Financial Officer (November 1998 to present),
  Director (March 1994 to present), and Treasurer (March 1994 to November 1998),
  and (including Chief Financial Officer, Secretary and Director of Gibraltar
  Mines Ltd., a private mining company, which is a wholly owned subsidiary of
  Taseko Mines Limited); Casamiro Resource Corp., Secretary-Treasurer (February
  1995 to present).

David J. Copeland, P.Eng. - Director

David J. Copeland is a geological engineer who graduated in
  economic geology from the University of British Columbia. With over 30 years
  of experience, Mr. Copeland has undertaken assignments in a variety of capacities
  in mine exploration, discovery and development throughout the South Pacific,
  Africa, South America and North America. His principal occupation is President
  and Director of CEC Engineering Ltd., a consulting engineering firm that directs
  and co-ordinates advanced technical programs for exploration on behalf of Taseko
  and other companies for which Hunter Dickinson Inc. provides services. He is
  also a director of Hunter Dickinson Inc.

Mr. Copeland is, or was within the past years, an officer
  and/or director of the following public companies: Amarc Resources Ltd.,
  Director (September 1995 to present); Anooraq Resources Corporation,
  Director (September 1996 to present); Farallon Resources Ltd., Director
  (December 1995 to present); Great Basin Gold Ltd., Director (February
  1994 to present); Continental Minerals Corporation(formerly Misty Mountain
  Gold Limited), Vice-President, Project Development (June 1989 to February
  1996 and June 1997 to June 1998) and Director (June 1989 to present); Northern
  Dynasty Minerals Ltd., Director (June 1996 to present); Taseko Mines
  Limited, Director (January 1994 to present) (including Director of Gibraltar
  Mines Ltd., a private mining company, which is a wholly owned subsidiary of
  Taseko Mines Limited); Casamiro Resources Corp., Director (February 1995
  to present).

Scott D. Cousens - Director

Scott D. Cousens is a director of Hunter Dickinson Inc., a
  private company providing management, technical and financial services to a
  number of publicly traded companies.

Mr. Cousens' focus for the past 14 years 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. In addition to financing initiatives
  he also oversees the corporate communications programs for the public companies
  which Hunter Dickinson Inc. provides services.

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- 32 -

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

Amarc Resources Ltd., Director (September 1995 to present);
  Anooraq Resources Corporation, Director (March 1994 to September 1994)
  and (September 1996 to present); Farallon Resources Ltd., Director (December
  1995 to present); Great Basin Gold Ltd., Director (March 1993 to present);
  Continental Minerals Corporation(formerly Misty Mountain Gold Limited),
  Director (June 1994 to present); Northern Dynasty Minerals Ltd., Director
  (June 1996 to present); Rockwell Ventures Inc., Director (November 2000
  to present); and Taseko Mines Limited, Director (October 1992 to present).

All directors have a term of office expiring at the next annual
  general meeting of the Company. All officers have a term of office lasting until
  their removal or replacement by the Board of Directors.

B.                Compensation

During the Company's financial year ended March 31, 2004 the
  aggregate direct remuneration paid or payable to the Company's executive officers
  by the Company and its subsidiaries, all of whose financial statements are consolidated
  with those of the Company, was $58,247. Ronald W. Thiessen, the Company's President
  and Chief Executive Officer, Jeffrey R. Mason, the Company's Secretary and Chief
  Financial Officer and Robert A. Dickinson are the "Named Executive Officers"
  of the Company for the purposes of the following disclosure. The compensation
  paid to the Named Executive Officers during the Company's three most recently
  completed financial years is as set out below:

|Name and Principal  
      Position                                      | Year                                                                                       | Annual Compensation                                             | Long Term Compensation | All Other  
      Compensation  
      ($)
|------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------ | --------------------------------------------------------------- | ---------------------- | ------------------------------------------
|Salary  
      ($)                                                       | Bonus  
      ($)                                                                          | Other  
      Annual  
      Compen-  
      sation  
      ($) | Awards                 | Payouts                                   
|Securities  
      Under Options  
      Granted  
      (#)             | Shares or  
      Units  
      Subject to  
      Resale  
      Restrictions  
      ($) | LTIP  
      Payouts  
      ($)                               
|Ronald W. Thiessen  
      President and Chief  
      Executive Officer | 2004
      2003  
      2002                                                               | 18,268 
      35,674 
      3,266                               | 0 
      0 
      0    | 0 
      0 
      0                       
|Jeffrey R. Mason  
      Secretary and Chief  
      Financial Officer   | 2004  
      2003  
      2002                                                             | 14,054 
      29,069 
      3,266                               | 0 
      0 
      0    | 0 
      0 
      0                       
|Robert A. Dickinson  
      Director                                     | 2004  
      2003  
      2002                                                             | 4,583 
      17,690 
      2,090                                | 0 
      0 
      0    | 0 
      0 
      0                       

Long-Term Incentive Plan Awards

Long term incentive plan awards ("LTIP") means "a plan providing
  compensation intended to motivate performance over a period greater than one
  financial year whether performance is measured by reference to financial performance
  of the Company or an affiliate, or the price of the Company's Shares. The Company
  did not award any LTIPs to any Named Executive Officer during the most recently
  completed financial year.

Share Options

The Company has in place a stock option plan dated for reference
  September 26, 2002 (the "Plan"). The Plan has been established to provide incentive
  to qualified parties to increase their proprietary interest in the Company and
  thereby encourage their continuing association with the Company. The Plan is
  administered by the directors of the Company. The Plan provides that options
  will be issued to directors, officers, employees or consultants of the Company
  or a subsidiary of the Company. All options expire on a date not later than
  five years after the date of grant of such option.

---

- 33 -

The share options granted to the Named Executive Officers
  during the financial year ended March 31, 2004 were as follows:

|Name                | Securities  
      Under  
      Options  
      Granted  
      (#) | % of Total
      Options
      Granted to
      Employees in
      Financial
      Year | Exercise or  
      Base Price  
      ($/Security) | Market Value of  
      Securities  
      Underlying Options  
      on the Date of Grant  
      ($/Security) | Expiration Date
|------------------- | -------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | ---------------
|Ronald W. Thiessen  | 200,000                                                              | 8.5%                                                                                    | $0.31                                               | $0.31                                                                                                           | March 21, 2005 
|Jeffrey R. Mason    | 200,000                                                              | 8.5%                                                                                    | $0.31                                               | $0.31                                                                                                           | March 21, 2005 
|Robert A. Dickinson | 200,000                                                              | 8.5%                                                                                    | $0.31                                               | $0.31                                                                                                           | March 21, 2005 

Notes:

(1)      These Options were granted
  on October 29, 2003.

The share options exercised by the Named Executive Officers
  during the financial year ended March 31, 2004 and the values of such options
  at the end of such year were as follows:

|Name                | Securities Acquired  
      on Exercise  
      (#) | Aggregate Value  
      Realized  
      ($) | Unexercised Options  
      at FY-End  
      (#)  
      Exercisable/  
      Unexercisable | Value of Unexercised  
      in-the-Money Options  
      at FY-End  
      ($)  
      Exercisable/  
      Unexercisable
|------------------- | --------------------------------------------------- | -------------------------------------------- | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
|Ronald W. Thiessen  | 0                                                   | 0                                            | 200,000                                                                                      | $62,000                                                                                                                   
|Jeffrey R. Mason    | 0                                                   | 0                                            | 200,000                                                                                      | $62,000                                                                                                                   
|Robert A. Dickinson | 200,000                                             | $62,000                                      | Nil                                                                                          | Nil                                                                                                                       

Pension Plans

There are no defined benefit or actuarial plans in place.

Termination of Employment, Change in Responsibilities and
  Employment Contracts

There is no employment contract between Amarc and any Named
  Executive Officer.

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.

Compensation of Directors

Each director of the Company whether or not an executive officer
  is paid an annual director's fee of $2,400 and an additional fee of $600 for
  each meeting of directors attended. Each director who is a member of a committee
  and is not an executive officer receives $2,400 for each committee of which
  he or she is a member and an additional fee of $600 for each meeting of each
  committee attended.

On October 29, 2003 an aggregate of 1,000,000 options to purchase
  Shares were granted to the directors at an exercise price of $0.31 per share.
  These options expire on March 21, 2005.

---

- 34 -

Securities Held By Insiders

As at July 19, 2004 the directors and officers of Amarc held
  as a group, directly and indirectly, owned or controlled an aggregate of 7,521,917
  common shares (16.8%), hold options to acquire an additional 800,000 common
  shares, and warrants to acquire an additional 757,869 common shares. To the
  knowledge of the directors and officers of Amarc, as at such date, there were
  no persons exclusive of directors and officers holding more than 10% of the
  issued common shares of the Company.

C.                Board
  Practices

All directors were re-elected at the September 25, 2003, annual
  general meeting and have a term of office expiring at the next annual general
  meeting of Amarc to be held on September 21, 2004. All officers have a term
  of office lasting until their removal or replacement by the Board of Directors.

There are no arrangements under which directors were compensated
  by Amarc and its subsidiaries during the financial year ended March 31, 2004
  for their services in their capacity as directors and consultants except as
  herein disclosed.

David Copeland, Scott Cousens, and Ronald Thiessen are the
  members of the Company's audit committee. The audit committee is elected annually
  by the directors of Amarc at the first meeting of the board held after Amarc's
  annual general meeting. Its primary function is to review the financial statements
  of the company before they are submitted to the board for approval. The audit
  committee is also available to assist the board if required with matters relating
  to the appointment of the Company's auditor and the overall scope and results
  of the audit, internal financial controls, and financial information for publication
  for various purposes.

The Company has no remuneration committee.

D.                Employees

At July 19, 2004, Amarc had no employees, and contracted staff
  on an as-need basis. Amarc's functions are primarily administered through Hunter
  Dickinson Inc. (see Item 7).

E.                Share
  Ownership

As at July 19, 2004, an aggregate of 2,170,500 common shares
  have been reserved for issuance pursuant to the following employee, director,
  executive officer and service provider stock options:

---

- 35 -

(a)Incentive Options

|                              | Number of | Exercise   | Date of      |             
|----------------------------- | --------- | ---------- | ------------ | ------------
|                              | Shares    | Price (C$) | Grant        | Expiry Date 
|Directors and Officers of the |           |            |              |             
|Company and its Subsidiaries  | 800,000   | 0.31       | Oct 29, 2003 | Mar 21, 2005
|                              | 800,000   |            |              |             
|Employees and Service         |           |            |              |             
|Providers                     | 67,000    | 0.18       | Dec 10, 2002 | Dec 20, 2004
|                              | 7,000     | 0.17       | May 8, 2004  | May 9, 2005 
|                              | 1,198,000 | 0.31       | Oct 29, 2003 | Mar 21, 2005
|                              | 25,500    | 0.36       | Nov 25, 2003 | Mar 21, 2005
|                              | 73,000    | 0.49       | Nov 25, 2003 | Mar 21, 2005
|                              | 1,370,500 |            |              |             

(b) Share Incentive Plan

In order to provide incentive to directors, officers employees,
  management and others who provide services to Amarc to act in the best interests
  of Amarc, Amarc has adopted a Share Incentive Plan, (the "2002 Plan"). The Plan
  was approved by shareholders at Amarc's annual general meeting held on September
  26, 2002. Under the Plan, a total of 2,970,000 shares of Amarc were reserved
  for share incentive options to be granted at the discretion of Amarc's board
  of directors to eligible optionees (the "Optionees"). As of July 19, 2004 a
  total of 2,170,500 share incentive options were outstanding under the Plan of
  which 800,000 options are of those granted to insiders.

The following are the material terms of the 2002 Plan.

Eligible Optionees

Under the policies of TSX Venture, to be eligible for the
  issuance of a stock option under the 2002 Plan an Optionee must either be a
  director, officer, employee, consultant or an employee of a company providing
  management or other services to Amarc or its subsidiary 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 company, Amarc must provide TSX Venture with an undertaking
  that it will not permit any transfer of its shares, nor issue further shares,
  to any other individual or entity as long as the incentive stock option remains
  in effect without the consent of TSX Venture.

Material Terms of the Plan

The following is a summary of the material terms of the 2002
  Plan:

| | (a) | all options granted under the 2002 Plan are non-assignable and non-transferable
      and for a period of up to 10 years;                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | for stock options granted to employees or service providers (inclusive
      of management company employees), Amarc is required to represent that the
      proposed Optionee is a

---

- 36 -

| |     | bona fide employee or service provider (inclusive
        of a management company employee), as the case may be, of Amarc or of
        any of its subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) | if an Optionee ceases to be employed by Amarc or
        to provide services to Amarc (other than as a result of termination with
        cause) or ceases to act as a director or officer of Amarc or a subsidiary
        of Amarc, any option held by such Optionee may be exercised within 90
        days after the date such Optionee ceases to be employed as an officer
        or director or, as the case may be, or within 30 days if the Optionee
        is engaged in investor relations activities and ceases to be employed
        to provide investor relations activities;
|
| | (d) | the minimum exercise price of an option granted
        under the 2002 Plan must not be less than the closing price for Amarc's
        common shares as traded on the TSX Venture on the last trading day before
        the date that the option is granted less allowable discounts as permitted
        by TSX Venture of up to 25%; and                                                                                                                                                                                                                                                 
|
| | (e) | no Optionee can be granted an option or options
        to purchase more than 5% of the outstanding listed shares of Amarc in
        a one year period.                                                                                                                                                                                                                                                                                                                                                                                                                                     

Amarc will obtain "disinterested" shareholders' approval (described
  below) if:

| | (a) | the number of options granted to Insiders of Amarc
        exceeds 10% of Amarc's outstanding listed shares; or                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | the aggregate number of options granted to Insiders
        of Amarc within a one year period exceeds 10% of Amarc's outstanding listed
        shares; or                 
|
| | (c) | the number of options granted to any one Insider
        and such Insider's associates within a one year period exceeds 5% of Amarc's
        outstanding listed shares; or
|
| | (d) | Amarc is decreasing the exercise price of options
        previously granted to Insiders.                                                                                  

Disinterested Shareholder Approval

If options are granted by Amarc under the 2002 Plan which
  trigger the requirement for disinterested shareholder approval ("DSA Options"),
  the DSA Options will be presented to shareholders of Amarc for approval at Amarc's
  annual general meeting to be held in 2004. No DSA Options can be exercised by
  the Optionee until disinterested shareholder approval has been obtained.

"Disinterested shareholder approval" means the approval by
  a majority of the votes cast by all shareholders of Amarc at the shareholders'
  meeting excluding votes attached to listed shares beneficially owned by "Insiders"
  of Amarc (generally officers and directors) to whom the DSA Options have been
  granted under the 2002 Plan and Associates of those Insiders.

---

- 37 -

ITEM 7       MAJOR
  SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.                Major
  Shareholders

Amarc's securities are recorded on the books of its transfer
  agent 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, and Amarc does not have knowledge
  or access to information about of the beneficial owners thereof. To the best
  of its knowledge, Amarc is not directly or indirectly owned or controlled by
  a corporation or foreign government. As of July 19, 2004, Amarc had authorized
  100,000,000 common shares without par value of which 44,825,309 were issued
  and outstanding.

As of July 19, 2004, the only registered holder of 5% or more
  of the common shares of Amarc were brokerage clearing houses.

As of July 19, 2004, directors and officers of Amarc as a
  group (5 persons) owned or controlled an aggregate of 7,521,917 shares (16.8%)
  of Amarc, or 9,079,786 shares (13%) on a fully diluted basis.

Under the British Columbia Securities Actinsiders
  (generally officers, directors, and holders of 10% or more of Amarc's shares)
  are required to file insider reports of changes in their ownership in the first
  ten days of the month following a trade in Amarc's securities. Copies of such
  reports are available at the British Columbia Securities Commission web site
  www.bcsc.bc.ca and at www.sedi.ca

As at July 19, 2004, to the best of the Company's knowledge,
  the following is the geographic distribution of shareholders. Shares registered
  in intermediaries were assumed to be held by residents of the same country in
  which the clearing house was located.



|                | Number of registered | Number of common |       
|--------------- | -------------------- | ---------------- | ------
|Location        | shareholders         | shares held      | %     
|Canada          | 38                   | 40,047,869       | 89.4  
|United States   | 13                   | 2,121,139        | 4.7   
|Other countries | 13                   | 2,656,301        | 5.9   
|Total           | 64                   | 44,825,309       | 100.00

B.                Related
  Party Transactions


No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  Amarc or its predecessors during the year ended March 31, 2004 except as follows:

| | (a) | Hunter Dickinson Inc. ("HDI"), is one of the largest
        independent mining exploration groups in North America and as of July
        19, 2004, employs or retains on a substantially full-time basis, twenty-seven
        geoscientists (of which nine are professional geologists/PGeo, and seven
        are geological engineers/PEng and two are PhD's), six licensed professional
        mining, mechanical or civil engineers (PEng), three environmental specialists
        (one of which is a PAg, and one who is a PEng) seven accountants (including
        four CAs, one CGA, and one CMA) and twenty-three
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 38 -

| |     | administrative and support personnel. It has supervised
        mineral exploration projects in Canada (British Columbia, Manitoba, Ontario,
        Quebec, and Yukon) and internationally in Brazil, Chile, the United States,
        Mexico and South Africa. HDI allocates the cost of staff input into projects
        such as the Inde Project based on the time records of the personnel involved.
        Costs of such personnel and third party contractors are billed to the
        participating public companies on a full cost recovery basis (inclusive
        of HDI staff costs and overhead) for amounts that are considered by the
        Company's management to be competitive with arm's-length suppliers. The
        shares of HDI are owned by each of the participating public corporations
        (including the Company) for as long as HDI's services are being retained
        by such participating company. However, a corporation surrenders its single
        share of HDI at the time of termination of the standard form of services
        agreement. The agreement can be cancelled on 30 days' notice. HDI is managed
        by the directors, who are generally the controlling directors of the Company
        and the other corporate participants in the arrangements with of HDI.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Geological Management and Administration Services
        Agreement dated for reference the 31st day of December 1996 pursuant to
        which HDI provides geological, corporate development management and administrative
        services to, and incurs third-party costs on behalf of, the Company on
        a full cost recovery basis which is believed by the Company's management
        to be at a cost that is competitive with arm's length suppliers. During
        the fiscal year ended March 31, 2004 the Company paid $502,474 to HDI
        for services pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (c) | Inde Prospect Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     | Under a Mineral Transfer Agreement dated November
        15, 2001, Hunter Dickinson Group Inc. ("HDGI" see below) assigned to Amarc
        100% of HDGI's interest in the Inde Prospect option in consideration of
        the payment by Amarc to HDGI of $1 and the repayment of HDGI's costs incurred
        on the Inde Prospect to that date in the amount of approximately US$400,000.
        The US$400,000 was reimbursement for the first and second option payments
        paid to the owner of the Inde Prospect concession (totalling US$225,000),
        payment for the purchase two claims (US$50,000) plus value added tax for
        both of these transactions (US$41,000), plus reimbursement of geological
        work and staking of additional claims of US$84,000. These amounts were
        fully paid by Amarc during 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (d) | CEC Engineering Ltd. is a private company controlled
        by a director, that provides engineering and project management services
        to the Company based on the fair market value of those services. During
        the year ended March 31, 2004, the Company paid $nil (year ended March
        31, 2003 - $10,123) to CEC Engineering Ltd for such services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (e) | United Mineral Services Ltd. ("UMS") is a private
        company owned by a director. The Company acquired the 2,000 hectare RAD
        claims by paying the $8,000 staking cost which had been paid for by UMS
        and acquired the Buck claims by paying $65,929, the cost of staking the
        property and line cutting, which had been paid by UMS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

No director or officer of the Company has been indebted to
  the Company at any time during the last three fiscal years.

C.                Interests
  of Experts and Counsel

Not applicable.

---

- 39 -

ITEM 8       FINANCIAL
  INFORMATION

A.                Consolidated
  Statements and Other Financial Information

See "Item 17 Financial Statements".

Legal Proceedings

Amarc is not involved in any litigation or legal proceedings
  and to Amarc's knowledge, no material legal proceedings involving Amarc or its
  subsidiaries are to be initiated 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 the business of
  Amarc since March 31, 2004.

---

- 40 -

ITEM 9       THE
  OFFER AND LISTING

A.                Offer
  and Listing Details

Trading Markets

|                                           |                      |                       | OTCBB Exchange    
|------------------------------------------ | -------------------- | --------------------- | ------------------
|                                           |                      |                       | (trading commenced
|                                           | TSX Venture Exchange | June 2004)           
|                                           | Canadian Dollars     | United States Dollars
|                                           | High                 | Low                   | High              
|Five most recent financial years           |                      |                       |                   
|Fiscal 2000                                | 1.25                 | 0.42                  |                   
|Fiscal 2001                                | 1.00                 | 0.52                  |                   
|Fiscal 2002                                | 0.75                 | 0.37                  |                   
|Fiscal 2003                                | 0.89                 | 0.15                  |                   
|Fiscal 2004                                | 0.99                 | 0.11                  |                   
|Fiscal 2005 (to July 19)                   | 0.75                 | 0.47                  | 0.60              
|                                           |                      |                       |                   
|Two most recent financial years by quarter |                      |                       |                   
|Quarter ended June 30, 2002                | 0.89                 | 0.55                  |                   
|Quarter ended September 30, 2002           | 0.65                 | 0.16                  |                   
|Quarter ended December 31, 2002            | 0.24                 | 0.15                  |                   
|Quarter ended March 31, 2003               | 0.38                 | 0.18                  |                   
|Quarter ended June 30, 2003                | 0.20                 | 0.11                  |                   
|Quarter ended September 30, 2003           | 0.28                 | 0.14                  |                   
|Quarter ended December 31, 2003            | 0.83                 | 0.24                  |                   
|Quarter ended March 31, 2004               | 0.99                 | 0.65                  |                   
|                                           |                      |                       |                   
|Latest six months                          |                      |                       |                   
|February 2004                              | 0.85                 | 0.67                  |                   
|March 2004                                 | 0.80                 | 0.65                  |                   
|April 2004                                 | 0.75                 | 0.56                  |                   
|May 2004                                   | 0.70                 | 0.47                  |                   
|June 2004                                  | 0.59                 | 0.49                  | 0.60              
|July 2004 (to July 19)                     | 0.66                 | 0.53                  | 0.44              

B.                Plan
  of Distribution

Not applicable.

C.                Markets

The shares of Amarc have traded in Canada on the TSX Venture
  Exchange (successor Exchange to the Canadian Venture and Vancouver Stock Exchanges)
  since August 1995 under the symbol AHR, and on the Over-The-Counter-Bulletin-Board
  (OTCBB) since June 2004 under the symbol AXREF.

---

- 41 -

D.                Selling
  Shareholders

Not applicable.

E.                Dilution

Not applicable.

F.                Expenses
  of the Issue

Not applicable.

---

- 42 -

ITEM 10     ADDITIONAL
  INFORMATION

A.Share
  Capital

Amarc's share capital consists of one class only, namely common
  shares without par value, of which 100,000,000 shares are authorized and 44,825,309
  common shares without par value are issued and outstanding as of July 19, 2004.
  The notes to the accompanying audited financial statements provide details of
  all share issuances affected by Amarc (and the issue price per share) for the
  three previous fiscal years. There are no shares of Amarc that are held by or
  on behalf of Amarc. There have been no changes in the classification of common
  shares (reclassifications, consolidations, reverse splits or the like) within
  the previous five years. All common shares of Amarc rank pari passu for the
  payment of any dividends and distributions in the event of a windup. A summary
  of Amarc's dilutive securities (convertible or exercisable into common shares)
  is as follows:

(a) Warrants

The following share purchase warrants are outstanding as of
  the date hereof. All warrants were issued as part of unit private placements
  comprising a share and a warrant. All warrants are non-transferable.

|No. of Warrants(1) |  | Exercise Price |  | Expiry Date      
|------------------ |  | -------------- |  | -----------------
|8,002,084          |  | $0.60          |  | December 31, 2004
|12,643,332         |  | $0.34          |  | December 31, 2005
|2,000,000          |  | $0.85          |  | March 9, 2005    

Notes:

(1) Each warrant is exercisable into one common share of Amarc.

Other Potential Share Issuances

A summary of Amarc's diluted share capital is as follows

| | Issued as of July 19, 2004 | 44,825,309 | 
| | -------------------------- | ---------- | 
| | Options outstanding        | 2,170,500  | 
| | Warrants outstanding       | 22,645,416 | 
| |                            |            | 
| | Total                      | 69,641,225 | 

See Item 6 for information regarding Amarc's Share Incentive
  Plan.

B.                Memorandum
  and Articles of Association

Amarc's corporate constituting documents comprising Articles
  of Association and Memorandum are registered with the British Columbia Registrar
  of Companies under Corporation No. 292963 and were filed pursuant to the Company
  Act of British Columbia. In March 2004 the Province of British Columbia
  adopted an updated corporate statute called the Business Corporations Act
  (British Columbia). The Company, like all other British Columbia companies,
  is required within two years to "transition" itself with respect to certain
  corporate matters, to the provisions of Business Corporations Act. This
  transition is currently under way and is not expected to result in significant
  changes to the laws applicable to the Company. The Company will, subject to
  shareholder approval at its next Annual and Extraordinary Meeting of Shareholders,
  increase its authorized share capital to an unlimited number from the currently
  fixed number.

---

- 43 -

A copy of the Articles of Association and Memorandum are filed
  as an exhibit with the initial registration statement on Form 20-F filed in
  June 2002 (see Item 19).

Objects and Purposes

Amarc's Memorandum of Incorporation and Articles of Association
  ("Articles") do not specify objects or purposes. Under British Columbia corporate
  law (the British Columbia Company Act or herein "BCCA"), a British Columbia
  corporation generally has all the legal powers of a natural person. British
  Columbia corporations may not undertake certain limited business activities
  such as operating as a trust company or railroad without alterations to its
  form of articles and specific government consent.

Directors  Powers and Limitations

Amarc's Articles do not specify a maximum number of directors
  (the minimum under British Columbia law for a public company is three). The
  number of directors is fixed, annually, by shareholders at the annual Shareholders
  meeting and all directors are elected at that time, there are no staggered directorships.
  Under the BCCA, directors are obligated to abstain from voting on matters in
  which they may be financially interested after disclosing in writing such interest.
  (These statutory provisions regarding conflicts are reiterated in the articles
  of association of Amarc  See section 12.6 to articles filed with Amarc's
  initial filing on Form 20-F, June 12, 2002, pages 102-103.) Directors' compensation
  is not a matter on which they must abstain. Directors must be of the age of
  majority (18), and meet eligibility criteria including being mentally competent,
  not an un-discharged bankrupt, no fraud related convictions in the previous
  five years and a majority of directors must be ordinarily resident in Canada.
  There is no mandatory retirement age either under Amarc's Articles or under
  the BCCA.

Directors' borrowing powers are not generally restricted where
  the borrowing is in Amarc's best interests, but the directors may not authorize
  Amarc to provide financial assistance for any reason where Amarc is insolvent
  or the providing of the guarantee would render it insolvent. Directors need
  not own any shares of Amarc in order to qualify as directors.

The Articles specify that the number of directors shall be
  the number of directors fixed by shareholders annually or the number, which
  are actually elected at a general shareholders meeting. The number of directors
  is determined annually by shareholders at the annual Shareholders meeting and
  all directors are elected at that time. Under the Articles the directors are
  entitled between successive annual general meeting to appoint one or more additional
  directors but not more than one-third of the number of directors fixed or actually
  elected at the preceding annual shareholders' meeting. Directors automatically
  retire at the commencement of each annual meeting but may be re-elected thereat.

Under the Articles, a director who is any way directly or
  indirectly interested in a proposed contract or transaction with Amarc or who
  holds any office or possesses any property whereby directly or indirectly a
  duty might be created which would conflict with his duty or interest as a director
  shall declare in writing the nature and extent of such interest in such contract
  or transaction. A director shall not vote in respect of any such contract or
  transaction if the company in which he is interested and if he should vote his
  vote shall not be counted but shall be counted in the quorum present at the
  meeting. Similarly, under the BCCA directors are obligated to abstain from voting
  on matters in which they may be financially interested after fully disclosing
  such interest. Directors must abstain from voting in such circumstances both
  under the Articles and under the BCCA.

Changes to Rights of Common Shareholders

Changes to the Articles and memorandum of Amarc require a
  shareholders' "special resolution" being a resolution passed by not less than
  75% of the shares voted in person or by proxy at a duly convened shareholders
  meeting. Some organic corporate changes including amalgamation with another
  company,

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sale of substantially all of Amarc's assets, re-domiciling
  out of the jurisdiction of British Columbia, and creation of new classes of
  shares not only require such 75% approval but generally also give rise to a
  dissent right which is the right to be paid the fair value of the stockholder's
  shares in cash if the required special resolution is actually passed and Amarc
  elects to proceed with the matter notwithstanding receipt of dissent notices.
  A notice of a shareholders meeting at which such an organic change action is
  intended to be considered must include a prominent notice of the dissent right.
  Dissent provisions are governed by the BCCA and not by the Articles of Amarc.

Shareholders Meetings

Shareholders meetings are governed by the Articles of Amarc
  but many important shareholder protections are also contained in the Securities
  Act (British Columbia) and the BCCA. The Articles provide that Amarc will
  hold an annual shareholders' meeting, will provide at least 21 days' notice
  and will provide for certain procedural matters and rules of order with respect
  to conduct of the meeting. The Securities Act (British Columbia) and
  the BCCA superimpose requirements that generally provide that shareholders meetings
  require not less than a 60 day notice period from initial public notice and
  that Amarc makes a thorough advanced search of intermediary and brokerage registered
  shareholdings to facilitate communication with beneficial shareholders so that
  meeting proxy and information materials can be sent via the brokerages to unregistered
  but beneficial shareholders, The form and content of information circulars and
  proxies and like matters are governed by the Securities Act and the BCCA.
  This legislation specifies the disclosure requirements for the proxy materials
  and various corporate actions, background information on the nominees for election
  for director, executive compensation paid in the previous year and full details
  of any unusual matters or related party transactions. Amarc must hold an annual
  shareholders meeting open to all shareholders for personal attendance or by
  proxy at each shareholder's determination. The meeting must be held within 13
  months of the previous annual shareholders meeting and must present audited
  financial statements, the balance sheet of which is no more than 180 days old
  at such meeting.

Shares Fully Paid

All Amarc shares must, by applicable law, be issued as fully
  paid for cash, property or services. They are therefore non-assessable and not
  subject to further calls for payment.

Redemption

Amarc has no redeemable securities authorized or issued. Therefore,
  Amarc has no sinking fund or like security redemption fund.

Pre-emptive Rights

There are no pre-emptive rights applicable to Amarc which
  provide a right to any person to participate in offerings of Amarc's equity
  or other securities

Rights to Profits and Liquidation Rights

All common shares of Amarc participate rateably in any net
  profit or loss of Amarc and shares rateably any available assets in the event
  of a winding up or other liquidation.

No Limitation on Foreign Ownership

There are no limitations under Amarc's Articles or in the
  BCCA on the right of persons who are not citizens of Canada to hold or vote
  common shares. (See also "Exchange Controls" which describe some such restrictions
  which exist under Canadian law but which will not apply to Amarc due to its
  small size.)

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- 45 -

Dividends

Dividends may be declared by the Board out of available assets
  and are paid rateably to holders of common shares. No dividend may be paid if
  Amarc is, or would thereby become, insolvent.

Voting Rights

Each Amarc share is entitled to one vote on matters to which
  common shares ordinarily vote including the annual election of directors, appointment
  of auditors and approval of corporate changes. There are no cumulative voting
  rights applicable to Amarc.

Change in Control

Amarc has not implemented any shareholders' rights or other
  "poison pill" protection against possible take-overs. Amarc does not have any
  agreements which are triggered by a take-over or other change of control. There
  are no provisions in its articles triggered by or affected by a change in outstanding
  shares which gives rise to a change in control. There are no provisions in Amarc's
  material agreements giving special rights to any person on a change in control.

Insider Share Ownership Reporting

The articles of Amarc do not require disclosure of share ownership.
  Share ownership of director nominees must be reported annually in proxy materials
  sent to Amarc's shareholders. There are no requirements under British Columbia
  corporate law to report ownership of shares of Amarc but the Securities Act
  (British Columbia) requires disclosure of trading by insiders (generally officers,
  directors and holders of 10% of voting shares) within 10 days of the trade.
  Controlling shareholders (generally those in excess of 20% of outstanding shares)
  must provide seven days advance notice of share sales.

Securities Act (British Columbia)

This statute applies to Amarc and governs matters typically
  pertaining to public securities such as continuous quarterly financial reporting,
  immediate disclosure of material changes, insider trade reporting, take-over
  protections to ensure fair and equal treatment of all shareholders, exemption
  and resale rules pertaining to non-prospectus securities issuances as well as
  civil liability for certain misrepresentations, disciplinary, appeal and discretionary
  ruling matters. All Amarc shareholders regardless of residence have equal rights
  under this legislation.

Amarc's Mexican Subsidiaries

Compania Minera Amarc SA de CV ("Minera Amarc")

Minera Amarc is Amarc's wholly owned subsidiary incorporated
  under the laws of Mexico in the Mexico City Federal District by registration
  of incorporation documents under No. 72438 on October 4, 1996. A copy of the
  "Efectos Fiscales de la Escritura Que Contiene La Constitucion de Compania Minera
  Amarc, Sociedad Anonima de Capital Variable" together with an unofficial English
  translation of the bylaws are filed as an exhibit with Amarc's initial registration
  statement on Form 20-F. (See Item 19.)

Objects and Purposes

The objects or purposes specified Minera Amarc's By-laws ("By-Laws")
  include acquiring mineral properties for exploration and exploitation as well
  as activities of a general corporate nature. The ByLaws state that Minera Amarc
  is a Mexican company and that its activities will be governed under Mexican
  law. Minera Amarc is permitted to set up offices anywhere in Mexico.

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Capital Stock and Shares

Minera Amarc may issue an unlimited number of common, registered
  shares with no par value, subject to a minimum of 50,000 shares. The By-Law
  govern changes to Minera Amarc's share capital. The 50,000 shares were issued
  for US$1.00, of which 49,999 are held by Amarc, with one share being held by
  a representative of Amarc's Mexican legal counsel, as is customary in Mexico,
  to effect a local agent for service of process as a shareholder.

Directors  Powers and Limitations

The directors and officers of Minera Amarc are the directors
  of Amarc. The company has a Secretary and a Secretary Pro Tem, an office filed
  by a representative of Amarc's Mexican attorney, as is customary in Mexico.
  The By-Laws govern the actions and authority of the board of directors. The
  number of permanent directors of Minera Amarc is eight (8). These directors
  include the six (6) directors of Amarc plus a Mexican lawyer who is counsel
  to Minera Amarc and another Canadian person.

Shareholders

The By-Laws govern the rights of shareholders including the
  notice of and conduct of meetings of shareholders of Minera Amarc.

Administration

Articles 13, 16, 17, 18, 19 and 20 of the By-Laws outline
  the administrative activities of Minera Amarc including dissolution and winding
  up of the company.

Amarc Exploraciones Mineras SA de CV ("Amarc Exploraciones")
  (formerly "HD Group Mexico, SA de CV")

Amarc Exploraciones is Amarc's wholly owned subsidiary incorporated
  under the laws of Mexico in the Mexico City Federal District by registration
  of incorporation documents under No. 74,519 on February 14, 2002. A copy of
  its constating document "Efectos Fiscales de la Escritura Que Contiene La Constitucion
  de Compania Minera Amarc, Sociedad Anonima de Capital Variable" is not attached
  hereto as it is identical to that of Minera Amarc described above and included
  as an exhibit to Amarc's initial 20-F filing. (See Exhibits.)

Objects and Purposes

The objects or purposes specified Amarc Exploraciones' By-laws
  ("By-Laws") include acquiring mineral properties for exploration and exploitation
  as well as activities of a general corporate nature. The ByLaws state that Amarc
  Exploraciones is a Mexican company and that its activities will be governed
  under Mexican law. Amarc Exploraciones is permitted to set up offices anywhere
  in Mexico.

Capital Stock and Shares

Amarc Exploraciones may issue an unlimited number of common,
  registered shares with no par value, subject to a minimum of 50,000 shares.
  The By-Law govern changes to Amarc Exploraciones' share capital. The 50,000
  shares were issued for US$1.00, of which 49,999 are held by Amarc, with one
  share being held by a representative of Amarc's Mexican legal counsel, as is
  customary in Mexico, to effect a local agent for service of process as a shareholder.

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- 47 -

Directors  Powers and Limitations

The directors and officers of Amarc Exploraciones are the
  directors of Amarc. The company has a Secretary and a Secretary Pro Tem, an
  office filed by a representative of Amarc's Mexican attorney, as is customary
  in Mexico. The By-Laws govern the actions and authority of the board of directors.
  The number of permanent directors of Amarc Exploraciones is eight (4). These
  directors include two (2) directors of Amarc plus a Mexican lawyer who is counsel
  to Amarc Exploraciones and another Canadian person.

Shareholders

The By-Laws govern the rights of shareholders including the
  notice of and conduct of meetings of shareholders of Amarc Exploraciones.

Administration

Articles 13, 16, 17, 18, 19 and 20 of the By-Laws outline
  the administrative activities of Amarc Exploraciones including dissolution and
  winding up of the company.

C.                Material
  Contracts

Amarc's material contracts as of March 31, 2004 are:

|(a) | Mineral Properties Transfer Agreement dated November
        15, 2001, whereby Amarc was assigned an option from Parral originally
        dated March 13, 2001 whereby Amarc can purchase 100% of the mineral concession
        which represents the legal title to the Inde Prospect by making cash payments
        of US$4 million which agreement is described in Item 4.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | Amendments dated August 22 and September 6, 2002
        to the Inde Option described in (a).                                                                                                                                                                                                                                                                                  
|   
|(c) | Geological Management and Administration Services
        Agreement with Hunter Dickinson Inc. ("HDI") dated for reference December
        31, 1996 whereby HDI provides geological, exploration and administrative
        services to Amarc. (See Item 7.)                                                                                                                  
|   
|(d) | Bugambilias Agreement dated November 7, 2003, whereby
        Minera Bugambilias SA de CV can earn up to a 70% interest in the Inde
        Property by exercising two options.                                                                                                                                                                                                

D.                Exchange
  Controls

Amarc is a corporation registered in 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. See "Taxation", below.

There is no limitation imposed by the laws of Canada or by
  the charter or other constituent documents of Amarc on the right of a non-resident
  to hold or vote the Common Shares, other than as provided in the Investment
  Canada Act (Canada) (the "Investment Act"). The following discussion
  summarizes the material features of the Investment Act for a non-resident
  who proposes to acquire a controlling number of Common Shares. It is general
  only, it is not a substitute for independent advice from an investor's own advisor,
  and it does not anticipate statutory or regulatory amendments. Amarc does not
  believe the Investment Act will have any affect on it or on its non-Canadian
  shareholders due to a number of factors including the nature of its operations
  and Amarc's relatively small capitalization.

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- 48 -

The Investment Act generally prohibits implementation
  of a reviewable investment by an individual, government or agency thereof, corporation,
  partnership, trust or joint venture (each an "entity") that is not a "Canadian"
  as defined in the Investment Act (a "non-Canadian"), unless after review
  the Director of Investments appointed by the minister responsible for the Investment
  Act is satisfied that the investment is likely to be of net benefit to Canada.
  The size and nature of a proposed transaction may give rise to an obligation
  to notify the Director to seek an advance ruling. An investment in the Common
  Shares by a non-Canadian other than a "WTO Investor" (as that term is defined
  in the Investment Act and which term includes entities which are nationals
  of or are controlled by nationals of member states of the World Trade Organization)
  when Amarc was not controlled by a WTO Investor, would be reviewable under the
  Investment Act if it was an investment to acquire control of Amarc and
  the value of the assets of Amarc, as determined in accordance with the regulations
  promulgated under the Investment Act, was $5 million or more, or if an order
  for review was made by the federal cabinet on the grounds that the investment
  related to Canada's cultural heritage or national identity, regardless of the
  value of the assets of Amarc. An investment in the Common Shares by a WTO Investor,
  or by a non-Canadian when Amarc was controlled by a WTO Investor, would be reviewable
  under the Investment Act if it was an investment to acquire control of
  Amarc and the value of the assets of Amarc, as determined in accordance with
  the regulations promulgated under the Investment Act, was not less than a specified
  amount, which for 2003 exceeded Cdn$213 million. A non-Canadian would acquire
  control of Amarc for the purposes of the Investment Act if the non-Canadian
  acquired a majority of the Common Shares. The acquisition of less than a majority
  but one-third or more of the Common Shares would be presumed to be an acquisition
  of control of Amarc unless it could be established that, on the acquisition,
  Amarc was not controlled in fact by the acquiror through the ownership of the
  Common Shares.

The foregoing assumes Amarc will not engage in the production
  of uranium or own an interest in a producing uranium property in Canada, or
  provide any financial service or transportation service, as the rules governing
  these businesses are different.

Certain transactions relating to the Common Shares would be
  exempt from the Investment Act, including

|(a) | an acquisition of the Common Shares by a person
        in the ordinary course of that person's business as a trader or dealer
        in securities,                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | an acquisition of control of Amarc in connection
        with the realization of security granted for a loan or other financial
        assistance and not for a purpose related to the provisions of the Investment
        Act, and                                               
|   
|(c) | an acquisition of control of Amarc by reason of
        an amalgamation, merger, consolidation or corporate reorganization following
        which the ultimate direct or indirect control in fact of Amarc, through
        the ownership of the Common Shares, remained unchanged.

E.                Taxation

Material Canadian Federal Income Tax Consequences for United States Residents

The following, in management's understanding, summarizes the material Canadian
  federal income tax consequences generally applicable to the holding and disposition
  of Common Shares by a holder (in this summary, a "US Holder") who, (a) for the
  purposes of the Income Tax Act (Canada) (the "Tax Act"), is not resident in
  Canada, deals at arm's length with Amarc, 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) for the purposes
  of the Canada-United States Income Tax Convention, 1980 (the "Treaty"), is a
  resident solely of the United States, has never been a resident of Canada, and
  has not held or used (and does not hold or use) Common Shares in connection
  with a permanent establishment or fixed base in Canada. This summary does not
  apply to traders or dealers in securities,

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- 49 -

limited liability companies, tax-exempt entities, insurers,
  financial institutions (including those to which the mark-to-market provisions
  of the Tax Act apply), or any other US Holder to which special considerations
  apply.

This summary is based on the current provisions of the Tax
  Act including all regulations thereunder, the Treaty, all proposed amendments
  to the Tax Act, the regulations and the Treaty publicly announced by the Government
  of Canada to the date hereof, and the current administrative practices of the
  Canada Customs and Revenue Agency. It has been assumed that all currently proposed
  amendments will be enacted as proposed and that there will be no other relevant
  change in any governing law or administrative practice, although no assurances
  can be given in these respects. This summary does not take into account provincial,
  US, state or other foreign income tax law or practice. The tax consequences
  to any particular US Holder will vary according to the status of that holder
  as an individual, trust, corporation, partnership or other entity, the jurisdictions
  in which that holder is subject to taxation, and generally according to that
  holder's particular circumstances. Accordingly, this summary is not, and is
  not to be construed as, Canadian tax advice to any particular US Holder.

Dividends

Dividends paid or deemed to be paid to a US Holder by Amarc
  will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding
  tax on dividends paid to a US Holder is generally limited to 15% of the gross
  amount of the dividend (or 5% if the US Holder is a corporation and beneficially
  owns at least 10% of Amarc's voting shares). Amarc will be required to withhold
  the applicable withholding tax from any such dividend and remit it to the Canadian
  government for the US Holder's account.

Disposition

A US Holder is 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 US Holder is not entitled to relief under the Treaty. A Common Share
  will be taxable Canadian property to a US Holder if, at any time during the
  60 months preceding the disposition, the US Holder or persons with whom the
  US Holder did not deal at arm's length alone or together owned, or had rights
  to acquire, 25% or more of Amarc's issued shares of any class or series.

A US Holder whose Common Shares do constitute taxable Canadian
  property, and who might therefore be liable for Canadian income tax under the
  Tax Act, will generally be relieved from such liability under the Treaty unless
  the value of such shares at the time of disposition is derived principally from
  real property situated in Canada. Management of Amarc believes that the value
  of Amarc's Common Shares is not currently derived principally from real property
  situated in Canada.

United States Tax Consequences

United States Federal Income Tax Consequences

Based on management's discussions with its professional advisors,
  it believes the following is a discussion of material United States federal
  income tax consequences, under current law, generally applicable to a US Holder
  (as hereinafter defined) of common shares of Amarc. This discussion does not
  address all potentially relevant federal income tax matters and it does not
  address consequences peculiar to persons subject to special provisions of federal
  income tax law, such as those described below as excluded from the definition
  of a US Holder. In addition, this discussion does not cover any state, local
  or foreign tax consequences. (see "Taxation  Canadian Federal Income Tax
  Consequences" above). Accordingly, holders and prospective holders of common
  shares of Amarc should consult their own tax advisors about the specific federal,
  state, local, and foreign tax consequences to them of purchasing, owning and
  disposing of common shares of Amarc, based upon their individual circumstances.

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- 50 -

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
  published Internal Revenue Service ("IRS") rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which could be materially and adversely changed, possibly on a retroactive
  basis, at any time and which are subject to differing interpretations. This
  discussion does not consider the potential effects, both adverse and beneficial,
  of any proposed legislation which, if enacted, could be applied, possibly on
  a retroactive basis, at any time.

US Holders

As used herein, a "US Holder" means a holder of common shares
  of Amarc who is a citizen or individual resident of the United States, a corporation
  or partnership created or organized in or under the laws of the United States
  or of any political subdivision thereof, an estate whose income is taxable in
  the United States irrespective of source or a trust subject to the primary supervision
  of a court within the United States and control of a United States fiduciary
  as described Section 7701(a)(30) of the Code. This summary does not address
  the tax consequences to, and US Holder does not include, persons subject to
  specific provisions of federal income tax law, such as tax-exempt organizations,
  qualified retirement plans, individual retirement accounts and other tax-deferred
  accounts, financial institutions, insurance companies, real estate investment
  trusts, regulated investment companies, broker-dealers, non-resident alien individuals,
  persons or entities that have a "functional currency" other than the US dollar,
  shareholders subject to the alternative minimum tax, shareholders who hold common
  shares as part of a straddle, hedging or conversion transaction, and shareholders
  who acquired their common shares through the exercise of employee stock options
  or otherwise as compensation for services. This summary is limited to US Holders
  who own common shares as capital assets and who own (directly and indirectly,
  pursuant to applicable rules of constructive ownership) no more than 5% of the
  value of the total outstanding stock of Amarc. This summary does not address
  the consequences to a person or entity holding an interest in a shareholder
  or the consequences to a person of the ownership, exercise or disposition of
  any options, warrants or other rights to acquire common shares. In addition,
  this summary does not address special rules applicable to United States persons
  (as defined in Section 7701(a)(30) of the Code) holding common shares through
  a foreign partnership or to foreign persons holding common shares through a
  domestic partnership.

Distribution on Common Shares of Amarc

In general, US Holders receiving dividend distributions (including
  constructive dividends) with respect to common shares of Amarc are required
  to include in gross income for United States federal income tax purposes the
  gross amount of such distributions, equal to the US dollar value of such distributions
  on the date of receipt (based on the exchange rate on such date), to the extent
  that Amarc has current or accumulated earnings and profits, without reduction
  for any Canadian income tax withheld from such distributions. Such Canadian
  tax withheld may be credited, subject to certain limitations, against the US
  Holder's federal income tax liability or, alternatively, may be deducted in
  computing the US Holder's federal taxable income by those who itemize deductions.
  (See more detailed discussion at "Foreign Tax Credit" below). To the extent
  that distributions exceed current or accumulated earnings and profits of Amarc,
  they will be treated first as a return of capital up to the US Holder's adjusted
  basis in the common shares and thereafter as gain from the sale or exchange
  of property. Preferential tax rates for long-term capital gains are applicable
  to a US Holder which is an individual, estate or trust. There are currently
  no preferential tax rates for long-term capital gains for a US Holder which
  is a corporation.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into US dollars on the date of receipt, a
  US Holder will have a tax basis in the foreign currency equal to its US dollar
  value on the date of receipt. Generally any gain or loss recognized upon a subsequent
  sale or other disposition of the foreign currency, including the exchange for
  US dollars, will be ordinary income or loss. However, an individual whose realized
  gain does not exceed $200 will not recognize that gain,

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- 51 -

provided that there are no expenses associated with the transaction
  that meet the requirements for deductibility as a trade or business expense
  (other than travel expenses in connection with a business trip) or as an expense
  for the production of income.

Dividends paid on the common shares of Amarc generally will
  not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations. A US Holder which
  is a corporation and which owns shares representing at least 10% of the voting
  power and value of Amarc may, under certain circumstances, be entitled to a
  70% (or 80% if the US Holder owns shares representing at least 20% of the voting
  power and value of Amarc) deduction of the United States source portion of dividends
  received from Amarc (unless Amarc qualifies as a "foreign personal holding company"
  or a "passive foreign investment company," as defined below). Amarc does not
  anticipate that it will earn any United States income, however, and therefore
  does not anticipate that any US Holder will be eligible for the dividends received
  deduction.

Under current Treasury Regulations, dividends paid on Amarc's
  common shares, if any, generally will not be subject to information reporting
  and generally will not be subject to US backup withholding tax. However, dividends
  and the proceeds from a sale of Amarc's common shares paid in the US through
  a US or US related paying agent (including a broker) will be subject to US information
  reporting requirements and may also be subject to the 31% US backup withholding
  tax, unless the paying agent is furnished with a duly completed and signed Form
  W-9. Any amounts withheld under the US backup withholding tax rules will be
  allowed as a refund or a credit against the US Holder's US federal income tax
  liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

A US Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of Amarc
  may be entitled, at the option of the US Holder, to either receive a deduction
  or a tax credit for such foreign tax paid or withheld. Generally, it will be
  more advantageous to claim a credit because a credit reduces United States federal
  income taxes on a dollar-for-dollar basis, while a deduction merely reduces
  the taxpayer's income subject to tax. This election is made on a year-by-year
  basis and generally applies to all foreign taxes paid by (or withheld from)
  the US Holder during that year. There are significant and complex limitations
  which apply to the credit, among which is the general limitation that the credit
  cannot exceed the proportionate share of the US Holder's United States income
  tax liability that the US Holder's foreign source income bears to his or its
  worldwide taxable income. In the determination of the application of this limitation,
  the various items of income and deduction must be classified into foreign and
  domestic sources. Complex rules govern this classification process. In addition,
  this limitation is calculated separately with respect to specific classes of
  income such as "passive income, "high withholding tax interest," "financial
  services income," "shipping income," and certain other classifications of income.
  Dividends distributed by Amarc will generally constitute "passive income" or,
  in the case of certain US Holders, "financial services income" for these purposes.
  The availability of the foreign tax credit and the application of the limitations
  on the credit are fact specific, and US Holders of common shares of Amarc should
  consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of Amarc

In general, US Holders will recognize gain or loss upon the
  sale of common shares of Amarc equal to the difference, if any, between (i)
  the amount of cash plus the fair market value of any property received, and
  (ii) the shareholder's tax basis in the common shares of Amarc. Preferential
  tax rates apply to long-term capital gains of US Holders which are individuals,
  estates or trusts. In general, gain or loss on the sale of common shares of
  Amarc will be long-term capital gain or loss if the common shares are a capital
  asset in the hands of the US Holder and are held for more than one year. Deductions
  for net capital losses are subject to significant limitations. For US Holders
  which are not corporations, any unused portion of such

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net capital loss may be carried over to be used in later tax
  years until such net capital loss is thereby exhausted. For US Holders that
  are corporations (other than corporations subject to Subchapter S of the Code),
  an unused net capital loss may be carried back three years and carried forward
  five years from the loss year to be offset against capital gains until such
  net capital loss is thereby exhausted.

Other Considerations

Set forth below are certain material exceptions to the above-described
  general rules describing the United States federal income tax consequences resulting
  from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the
  total combined voting power or the total value of Amarc's outstanding shares
  is owned, directly or indirectly (pursuant to applicable rules of constructive
  ownership), by five or fewer individuals who are citizens or residents of the
  United States and 60% or more of Amarc's gross income for such year is derived
  from certain passive sources (e.g., from certain interest and dividends), Amarc
  may be treated as a "foreign personal holding company." In that event, US Holders
  that hold common shares would be required to include in gross income for such
  year their allocable portions of such passive income to the extent Amarc does
  not actually distribute such income. Amarc does not believe that it currently
  qualifies as a foreign personal holding company. However, there can be no assurance
  that Amarc will not be considered a foreign personal holding company for the
  current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value
  of Amarc's outstanding shares is held, directly or indirectly, by citizens or
  residents of the United States, United States domestic partnerships or corporations,
  or estates or trusts other than foreign estates or trusts (as defined by the
  Code Section 7701(a)(31)), and Amarc is found to be engaged primarily in the
  business of investing, reinvesting, or trading in securities, commodities, or
  any interest therein, it is possible that Amarc may be treated as a "foreign
  investment company" as defined in Section 1246 of the Code, causing all or part
  of any gain realized by a US Holder selling or exchanging common shares to be
  treated as ordinary income rather than capital gain. Amarc does not believe
  that it currently qualifies as a foreign investment company. However, there
  can be no assurance that Amarc will not be considered a foreign investment company
  for the current or any future taxable year.

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
  foreign investment companies" ("PFIC") which can have significant tax effects
  on US Holders of foreign corporations. These rules do not apply to non-US Holders.
  Section 1297 of the Code defines a PFIC as a corporation that is not formed
  in the United States if, for any taxable year, either (i) 75% or more of its
  gross income is "passive income," which includes interest, dividends and certain
  rents and royalties or (ii) the average percentage, by fair market value (or,
  if the corporation is not publicly traded and either is a controlled foreign
  corporation or makes an election, by adjusted tax basis), of its assets that
  produce or are held for the production of "passive income" is 50% or more. Amarc
  appears to have been a PFIC for the fiscal year ended October 31, 1999, and
  at least certain prior fiscal years. In addition, Amarc expects to qualify as
  a PFIC for the fiscal year ending October 31, 2000 and may also qualify as a
  PFIC in future fiscal years. Each US Holder of Amarc is urged to consult a tax
  advisor with respect to how the PFIC rules affect such US Holder's tax situation.

Each US Holder who holds stock in a foreign corporation during
  any year in which such corporation qualifies as a PFIC is subject to United
  States federal income taxation under one of three alternative tax

---

- 53 -

regimes at the election of such US Holder. The following is
  a discussion of such alternative tax regimes applied to such US Holders of Amarc.
  In addition, special rules apply if a foreign corporation qualifies as both
  a PFIC and a "controlled foreign corporation" (as defined below) and a US Holder
  owns, actually or constructively, 10% or more of the total combined voting power
  of all classes of stock entitled to vote of such foreign corporation (See more
  detailed discussion at "Controlled Foreign Corporation" below).

A US Holder who elects to treat Amarc as a qualified electing
  fund ("QEF") will be subject, under Section 1293 of the Code, to current federal
  income tax for any taxable year to which the election applies in which Amarc
  qualifies as a PFIC on his pro rata share of Amarc's (i) "net capital gain"
  (the excess of net long-term capital gain over net short-term capital loss),
  which will be taxed as long-term capital gain, and (ii) "ordinary earnings"
  (the excess of earnings and profits over net capital gain), which will be taxed
  as ordinary income, in each case, for the shareholder's taxable year in which
  (or with which) Amarc's taxable year ends, regardless of whether such amounts
  are actually distributed. A US Holder's tax basis in the common shares will
  be increased by any such amount that is included in income but not distributed.

The procedure a US Holder must comply with in making an effective
  QEF election, and the consequences of such election, will depend on whether
  the year of the election is the first year in the US Holder's holding period
  in which Amarc is a PFIC. If the US Holder makes a QEF election in such first
  year, i.e., a "timely" QEF election, then the US Holder may make the QEF election
  by simply filing the appropriate documents at the time the US Holder files his
  tax return for such first year. If, however, Amarc qualified as a PFIC in a
  prior year during the US Holder's holding period, then, in order to avoid the
  Section 1291 rules discussed below, in addition to filing documents, the US
  Holder must elect to recognize under the rules of Section 1291 of the Code (discussed
  herein), (i) any gain that he would otherwise recognize if the US Holder sold
  his stock on the qualification date or (ii) if Amarc is a controlled foreign
  corporation, the US Holder's pro rata share of Amarc's post-1986 earnings and
  profits as of the qualification date. The qualification date is the first day
  of Amarc's first tax year in which Amarc qualified as a QEF with respect to
  such US Holder. For purposes of this discussion, a US Holder who makes (i) a
  timely QEF election, or (ii) an untimely QEF election and either of the above-described
  gain-recognition elections under Section 1291 is referred to herein as an "Electing
  US Holder." A US Holder who holds common shares at any time during a year of
  Amarc in which Amarc is a PFIC and who is not an Electing US Holder (including
  a US Holder who makes an untimely QEF election and makes neither of the above-described
  gain-recognition elections) is referred to herein as a "Non-Electing US Holder."
  An Electing US Holder (i) generally treats any gain realized on the disposition
  of his Company common shares as capital gain; and (ii) may either avoid interest
  charges resulting from PFIC status altogether, or make an annual election, subject
  to certain limitations, to defer payment of current taxes on his share of Amarc's
  annual realized net capital gain and ordinary earnings subject, however, to
  an interest charge. If the US Holder is not a corporation, any interest charge
  imposed under the PFIC regime would be treated as "personal interest" that is
  not deductible.

In order for a US Holder to make (or maintain) a valid QEF
  election, Amarc must provide certain information regarding its net capital gains
  and ordinary earnings and permit its books and records to be examined to verify
  such information. Amarc intends to make the necessary information available
  to US Holders to permit them to make (and maintain) QEF elections with respect
  to Amarc. Amarc urges each US Holder to consult a tax advisor regarding the
  availability of, and procedure for making, the QEF election.

A QEF election, once made with respect to Amarc, applies to
  the tax year for which it was made and to all subsequent tax years, unless the
  election is invalidated or terminated, or the IRS consents to revocation of
  the election. If a QEF election is made by a US Holder and Amarc ceases to qualify
  as a PFIC in a subsequent tax year, the QEF election will remain in effect,
  although not applicable, during those tax years in which Amarc does not qualify
  as a PFIC. Therefore, if Amarc again qualifies as a PFIC in a subsequent tax
  year, the QEF election will be effective and the US Holder will be subject to
  the rules described above for Electing US Holders in such tax year and any subsequent
  tax years in which Amarc

---

- 54 -

qualifies as a PFIC. In addition, the QEF election remains
  in effect, although not applicable, with respect to an Electing US Holder even
  after such US Holder disposes of all of his or its direct and indirect interest
  in the shares of Amarc. Therefore, if such US Holder reacquires an interest
  in Amarc, that US Holder will be subject to the rules described above for Electing
  US Holders for each tax year in which Amarc qualifies as a PFIC.

In the case of a Non-Electing US Holder, special taxation
  rules under Section 1291 of the Code will apply to (i) gains realized on the
  disposition (or deemed to be realized by reasons of a pledge) of his Company
  common shares and (ii) certain "excess distributions," as defined in Section
  1291(b), by Amarc.

A Non-Electing US Holder generally would be required to pro
  rate all gains realized on the disposition of his Company common shares and
  all excess distributions on his Company common shares over the entire holding
  period for the common shares. All gains or excess distributions allocated to
  prior years of the US Holder (excluding any portion of the holder's period prior
  to the first day of the first year of Amarc (i) which began after December 31,
  1986, and (ii) for which Amarc was a PFIC) would be taxed at the highest tax
  rate for each such prior year applicable to ordinary income. The Non-Electing
  US Holder also would be liable for interest on the foregoing tax liability for
  each such prior year calculated as if such liability had been due with respect
  to each such prior year. A Non-Electing US Holder that is not a corporation
  must treat this interest charge as "personal interest" which, as discussed above,
  is wholly non-deductible. The balance, if any, of the gain or the excess distribution
  will be treated as ordinary income in the year of the disposition or distribution,
  and no interest charge will be incurred with respect to such balance. In certain
  circumstances, the sum of the tax and the PFIC interest charge may exceed the
  amount of the excess distribution received, or the amount of proceeds of disposition
  realized, by the US Holder.

If Amarc is a PFIC for any taxable year during which a Non-Electing
  US Holder holds Company common shares, then Amarc will continue to be treated
  as a PFIC with respect to such Company common shares, even if it is no longer
  definitionally a PFIC. A Non-Electing US Holder may terminate this deemed PFIC
  status by electing to recognize gain (which will be taxed under the rules discussed
  above for Non-Electing US Holders) as if such Company common shares had been
  sold on the last day of the last taxable year for which it was a PFIC.

Effective for tax years of US Holders beginning after December
  31, 1997, US Holders who hold (actually or constructively) marketable stock
  of a foreign corporation that qualifies as a PFIC may elect to mark such stock
  to the market annually (a "mark-to-market election"). If such an election is
  made, such US Holder will generally not be subject to the special taxation rules
  of Section 1291 discussed above. However, if the mark-to-market election is
  made by a Non-Electing US Holder after the beginning of the holding period for
  the PFIC stock, then the Section 1291 rules will apply to certain dispositions
  of, distributions on and other amounts taxable with respect to Amarc common
  shares. A US Holder who makes the mark-to market election will include in income
  for each taxable year for which the election is in effect an amount equal to
  the excess, if any, of the fair market value of the common shares of Amarc as
  of the close of such tax year over such US Holder's adjusted basis in such common
  shares. In addition, the US Holder is allowed a deduction for the lesser of
  (i) the excess, if any, of such US Holder's adjusted tax basis in the common
  shares over the fair market value of such shares as of the close of the tax
  year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common
  shares in Amarc included by such US Holder for prior tax years, including any
  amount which would have been treated as a mark-to-market gain for any prior
  tax year but for the Section 1291 rules discussed above with respect to Non-Electing
  US Holders, over (B) the mark-to-market losses for shares that were allowed
  as deductions for prior tax years. A US Holder's adjusted tax basis in the common
  shares of Amarc will be adjusted to reflect the amount included in or deducted
  from income as a result of a mark-to-market election. A mark-to-market election
  applies to the taxable year in which the election is made and to each subsequent
  taxable year, unless Amarc common shares cease to be marketable, as specifically
  defined, or the IRS consents to revocation of the election. Because the IRS
  has not established procedures for making a mark-to-market election, US Holders
  should consult their tax advisor regarding the manner of making such an election.

---

- 55 -

No view is expressed regarding whether common shares of Amarc
  are marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
  Treasury Regulations that, subject to certain exceptions, would treat as taxable
  certain transfers of PFIC stock by Non-Electing US Holders that are generally
  not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and transfers at death. Generally, in such cases the basis of Amarc common shares
  in the hands of the transferee and the basis of any property received in the
  exchange for those common shares would be increased by the amount of gain recognized.
  Under the Proposed Treasury Regulations, an Electing US Holder would not be
  taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant
  to corporate reorganizations, and transfers at death. The transferee's basis
  in this case will depend on the manner of the transfer. In the case of a transfer
  by an Electing US Holder upon death, for example, the transferee's basis is
  generally equal to the fair market value of the Electing US Holder's common
  shares as of the date of death under Section 1014 of the Code. The specific
  tax effect to the US Holder and the transferee may vary based on the manner
  in which the common shares are transferred. Each US Holder of Amarc is urged
  to consult a tax advisor with respect to how the PFIC rules affect his or its
  tax situation.

Whether or not a US Holder makes a timely QEF election with
  respect to common shares of Amarc, certain adverse rules may apply in the event
  that both Amarc and any foreign corporation in which Amarc directly or indirectly
  holds shares is a PFIC (a "lower-tier PFIC"). Pursuant to certain Proposed Treasury
  Regulations, a US Holder would be treated as owning his or its proportionate
  amount of any lower-tier PFIC shares, and generally would be subject to the
  PFIC rules with respect to such indirectly-held PFIC shares unless such US Holder
  makes a timely QEF election with respect thereto. Amarc intends to make the
  necessary information available to US Holders to permit them to make (and maintain)
  QEF elections with respect to each subsidiary of Amarc that is a PFIC.

Under the Proposed Treasury Regulations, a US Holder who does
  not make a timely QEF election with respect to a lower-tier PFIC generally would
  be subject to tax (and the PFIC interest charge) on (i) any excess distribution
  deemed to have been received with respect to his or its lower-tier PFIC shares
  and (ii) any gain deemed to arise from a so-called "indirect disposition" of
  such shares. For this purpose, an indirect disposition of lower-tier PFIC shares
  would generally include (i) a disposition by Amarc (or an intermediate entity)
  of lower-tier PFIC shares, and (ii) any other transaction resulting in a diminution
  of the US Holder's proportionate ownership of the lower-tier PFIC, including
  an issuance of additional common shares by Amarc (or an intermediate entity).
  Accordingly, each prospective US Holder should be aware that he or it could
  be subject to tax even if such US Holder receives no distributions from Amarc
  and does not dispose of its common shares. Amarc strongly urges each prospective
  US Holder to consult a tax advisor with respect to the adverse rules applicable,
  under the Proposed Treasury Regulations, to US Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with
  respect to Company common shares while Amarc is a PFIC unless the US Holder
  makes a timely QEF election. For example under Section 1298(b)(6) of the Code,
  a US Holder who uses PFIC stock as security for a loan (including a margin loan)
  will, except as may be provided in regulations, be treated as having made a
  taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Amarc
  is owned, actually or constructively, by citizens or residents of the United
  States, United States domestic partnerships or corporation, or estates or trusts
  other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)),
  each of which own, actually or constructively, 10% or more of the total combined
  voting power of all classes of shares entitled to vote of Amarc ("United States
  Shareholder"), Amarc could be treated as a controlled foreign corporation ("CFC")
  under Subpart F of the Code. This classification would effect many complex results,
  one of which is the inclusion of

---

- 56 -

certain income of a CFC which is subject to current US tax.
  The United States generally taxes United States Shareholders of a CFC currently
  on their pro rata shares of the Subpart F income of the CFC. Such United States
  Shareholders are generally treated as having received a current distribution
  out of the CFC's Subpart F income and are also subject to current US tax on
  their pro rata shares of increases in the CFC's earnings invested in US property.
  The foreign tax credit described above may reduce the US tax on these amounts.
  In addition, under Section 1248 of the Code, gain from the sale or exchange
  of shares by a US Holder of common shares of Amarc which is or was a United
  States Shareholder at any time during the five-year period ending on the date
  of the sale or exchange is treated as ordinary income to the extent of earnings
  and profits of Amarc attributable to the shares sold or exchanged. If a foreign
  corporation is both a PFIC and a CFC, the foreign corporation generally will
  not be treated as a PFIC with respect to United States Shareholders of the CFC.
  This rule generally will be effective for taxable years of United States Shareholders
  beginning after 1997 and for taxable years of foreign corporations ending with
  or within such taxable years of United States Shareholders. Special rules apply
  to United States Shareholders who are subject to the special taxation rules
  under Section 1291 discussed above with respect to a PFIC. Because of the complexity
  of Subpart F, a more detailed review of these rules is outside of the scope
  of this discussion. Amarc does not believe that it currently qualifies as a
  CFC. However, there can be no assurance that Amarc will not be considered a
  CFC for the current or any future taxable year.

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 at the offices of Amarc, Suite 1020  800 West Pender Street, Vancouver,
  British Columbia V6C 2V6 or on request of Amarc at 604-684-6365, attention Shirley
  Main. 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.

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- 57 -

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

In the normal course of business, the Company enters into
  transactions for the purchase of supplies and services denominated in Canadian
  Dollars and Mexican Pesos. In addition, from time to time, the Company has cash
  and certain liabilities denominated in United States Dollars. As a result, the
  Company is subject to foreign exchange risk from fluctuations in foreign exchange
  rates.

(c) Exchange Controls

The Company operates primarily in Canada, and from time to
  time conducts transactions in Mexico. Like other foreign entities operating
  in Mexico, the Company is subject to any currency exchange controls which may
  be administered by the Mexican Reserve Bank, the country's central bank.

(d) Interest Rate Risk and Equity Price Risk

Amarc is equity financed and does not have any debt which
  is subject to interest rate change risks.

(e) Commodity Price Risk

While the value of Amarc's resource properties can always
  be said to relate to the price of the minerals for which it is exploring and
  the outlook for same, Amarc does not have any operating mines and hence does
  not have any hedging or other commodity based risks respecting its operations.

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- 58 -

ITEM 12     DESCRIPTION
  OF SECURITIES OTHER THAN EQUITY SECURITIES

A.                Debt
  Securities

Not applicable.

B.                Warrants
  and Rights

Not applicable. Amarc's warrants are non-transferable and
  no market exists for them. Amarc has issued no rights.

C.                Other
  Securities

Not applicable.

D.                American
  Depositary Shares

Not applicable.

PART II

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- 59 -

ITEM 13     DEFAULTS, DIVIDEND
  ARREARAGES AND DELINQUENCIES

Not applicable.

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- 60 -

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

Not applicable.

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- 61 -

ITEM 15     CONTROLS
  AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the "Exchange Act"), the Company carried out an evaluation of the effectiveness
  of the design and operation of the Company's disclosure controls and procedures
  as of July 15, 2004. This evaluation was carried out under the supervision and
  with the participation of the Company's Chief Executive Officer, Ronald W. Thiessen,
  and the Company's Chief Financial Officer, Jeffrey R. Mason. Based upon that
  evaluation, the Company's Chief Executive Officer and Chief Financial Officer
  concluded that the Company's disclosure controls and procedures are effective
  in timely alerting management to material information relating to the Company
  required to be included in the Company's periodic SEC filings. There have been
  no significant changes in the Company's internal controls or in other factors
  that could significantly affect internal controls subsequent to the date the
  Company carried out its evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  the Company's reports filed or submitted under the Exchange Act is recorded,
  processed, summarized and reported, within the time periods specified in the
  Securities and Exchange Commission's rules and forms. Disclosure controls and
  procedures include, without limitation, controls and procedures designed to
  ensure that information required to be disclosed in the Company's reports filed
  under the Exchange Act is accumulated and communicated to management, including
  the Company's Chief Executive Officer and Chief Financial Officer, to allow
  timely decisions regarding required disclosure.

During the Company's most recently completed fiscal year ended
  March 31, 2004, there were no changes in the Company's internal control over
  financial reporting that have materially affected, or are reasonably likely
  to affect, its internal control over financial reporting.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant's board of directors, management and other personnel,
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles and includes those policies and
  procedures that:

|(1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|   
|(3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

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- 62 -

ITEM 16     AUDIT
  COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS

A.                Audit
  Committee Financial Expert

The board of directors has determined that Mr. Ronald W. Thiessen
  is a member of the audit committee of the Company who qualifies as a "financial
  expert" based on his education and experience. Mr. Thiessen is the chief executive
  office of the Company and therefore is not "independent", as the term is defined
  by the American Stock Exchange which is a national securities exchange.

B.                Code
  of Ethics

The Company has adopted a code of ethics that applies to the
  Company's chief executive officer, the chief financial officer, and other members
  of senior management. The Code of Ethics is appended as an exhibit to this Form
  20-F.

C.                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 for various services.

| | Services:          | Year  ended |          
| | ------------------ | ----------- | ---------
| |                    | March 31,   | March 31,
| |                    | 2004        | 2003     
| | Audit Fees         | $ 7,750     | $   7,000
| | Audit Related Fees |            |         
| | Tax Fees           | 1,000       | 1,000    
| | All Other Fees     |            | 3,000    
| |                    | $ 8,750     | $ 11,000 

Audit related fees comprise of fees billed for assurance and
  advisory services related to the annual audit.

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 US Securities
  and Exchange Commission, and whether the services requested and the fees related
  to such services could impair the independence of the auditors.

D.                Exemptions
  from Listing Standards for Audit Committees

Not applicable.

E.                Purchases
  of Equity Securities by the Issuer and Affiliated Purchasers

None.

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- 63 -

PART III

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- 64 -

ITEM 17     FINANCIAL
  STATEMENTS

The following attached financial statements are incorporated
  herein:

|(1) | Auditors' Reports on the consolidated balance sheets
        as at March 31, 2004, and 2003, and the consolidated statements of operations
        and deficit, and cash flows for each of the three years ended March 31,
        2004, 2003, and 2002;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Consolidated balance sheets as at March 31, 2004,
        and 2003;                                                                                                                                                                                     
|   
|(3) | Consolidated statements of operations and deficit
        for each of the three years ended March 31, 2004, 2003 and 2002;                                                                                                                              
|   
|(4) | Consolidated statements of cash flows for the periods
        referred to in (3) above;                                                                                                                                                                 
|   
|(5) | Notes to the consolidated financial statements;                                                                                                                                                                                                         

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- 65 -

ITEM 18     FINANCIAL STATEMENTS

NOT APPLICABLE. See Item 17.

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- 66 -

ITEM 19     EXHIBITS

Key to the following document types:

|1.    | Articles
        of Incorporation and Memorandum of the Company.                          
|----- | ------------------------------------------------------------------------------------------
|      |                                                                                           
|2.    | Other
        Instruments defining the rights of the holders of equity or debt securities.
|      |                                                                                           
|3.    | Voting
        trust agreements.                                                          
|      |                                                                                           
|4.    |                                                                                           
|      |                                                                                           
|      | A.                                                                                        
|      |                                                                                           
|      | B.                                                                                        
|      |                                                                                           
|      |                                                                                           
|      |                                                                                           
|      |                                                                                           
|      |                                                                                           
|      |                                                                                           
|      |                                                                                           
|      |                                                                                           
|      |                                                                                           
|      | C.                                                                                        
|      |                                                                                           
|5.-9. | Not applicable.                                                                           
|      |                                                                                           
|10.   | Other                                                                                     
|      |                                                                                           
|99.   | Financial Statements                                                                      

Exhibits attached as an Appendix to the initial Registration Statement
  on Form 20-F filed in June 2002 are as follows:

|Type of  |                                                                                                                                                        |          
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------
|Document | Description                                                                                                                                            | Pages    
|         |                                                                                                                                                        |          
|1        | Certificate of Incorporation, Memorandum and
      Articles of Association of Amarc                                                                    | 80 - 117 
|         |                                                                                                                                                        |          
|1        | Incorporation document and Bylaws of Compañia
      Minera Amarc, SA de CV (in Spanish with an unofficial English translation)                         | 118 - 148
|         |                                                                                                                                                        |          
|1        | Amended Certificates of Limited Partnership for
      Precious Exploration Limited Partnership ("PELP") dated December 28,
      2001 and June 4, 2002 | 149 - 157
|         |                                                                                                                                                        |          
|4C       | Amended Share Incentive Plan dated for reference
      September 22, 1999                                                                              | 158 - 168

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- 67 -

|Type of  |                                                                                                                                                                                                                                                                                                      |          
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Document | Description                                                                                                                                                                                                                                                                                          | Pages    
|         |                                                                                                                                                                                                                                                                                                      |          
|4B(i)    | Geological Management and Administration Services
      Agreement dated for reference December 31, 1996 between Amarc and Hunter
      Dickinson Inc. ("HDI") (See Item 7 "Interest of Management in Certain Transactions".)                                                                         | 169 - 176
|         |                                                                                                                                                                                                                                                                                                      |          
|4A       | Mineral Properties Transfer Agreement with Hunter
      Dickinson Group                                                                                                                                                                                                                              | 177 - 237
|         |                                                                                                                                                                                                                                                                                                      |          
|4B(i)    | Inc. ("HDGI") dated November 15, 2001 and Partnership                                                                                                                                                                                                                                                |          
|         |                                                                                                                                                                                                                                                                                                      |          
|4B(iii)  | Capitalization Agreement of the same date whereby
      Amarc succeeded to the option on the Inde Prospect and an affiliate
      quit claimed its interest in the Fox River Prospect leaving Amarc with 100%
      of the equity of PELP which held the Fox River Project options from Falconbridge |          
|         |                                                                                                                                                                                                                                                                                                      |          
|4A       | Partnership Capitalization Amendment Agreement
      dated November 27, 2001 whereby Amarc amended its interest in PELP.                                                                                                                                                                             | 238 - 245
|4B(i)    |                                                                                                                                                                                                                                                                                                      |          
|4B(iii)  |                                                                                                                                                                                                                                                                                                      |          
|         |                                                                                                                                                                                                                                                                                                      |          
|10       | Consent of US Tax Expert, Kempisty & Co.,
      Certified Public Accountants, dated June 7, 2002                                                                                                                                                                                                     | 246      
|         |                                                                                                                                                                                                                                                                                                      |          
|10       | Consent of Auditors, De Visser Gray, Chartered
      Accountants, dated June 7, 2002                                                                                                                                                                                                                 | 247      
|         |                                                                                                                                                                                                                                                                                                      |          
|10       | Consent of Canadian counsel, Lang Michener, dated
      June 7, 2002                                                                                                                                                                                                                                 | 248      
|         |                                                                                                                                                                                                                                                                                                      |          
|10       | Consent of geological expert, Peter A. Christopher,
      Ph.D., P.Eng., dated June 7, 2002                                                                                                                                                                                                          | 249      
|         |                                                                                                                                                                                                                                                                                                      |          
|10       | Consent of geological expert, Norm Halden, Ph.D.,
      P.Geo., dated June 7, 2002                                                                                                                                                                                                                   | 250      

Exhibits to Form 20-FA dated October 11, 2002 and Filed October 11, 2002

|Exhibit | Type of  |                                                                                       |      
|------- | -------- | ------------------------------------------------------------------------------------- | -----
|No.     | Document | Description                                                                           | Pages
|        |          |                                                                                       |      
|1       | 4A       | Inde Option First Amending Agreement dated August
      22, 2002                      | 1-12 
|        | 4B(i)    |                                                                                       |      
|        | 4B(iii)  |                                                                                       |      
|        |          |                                                                                       |      
|2       | 4A       | Inde Option Second Amending Agreement dated September
      6, 2002                   | 13-24
|        | 4B(i)    |                                                                                       |      
|        | 4B(iii)  |                                                                                       |      
|        |          |                                                                                       |      
|        | 10       | Consents of Experts                                                                   |      
|        |          |                                                                                       |      
|3       | 10       | (a)       Gernot
      Wober, B.Sc, P.Geo Geological Matters, dated October 11, 2002 | 25   
|        |          |                                                                                       |      
|4       | 10       | (b)       Peter
      Christopher Ph.D. - Geological Matters, dated October 11, 2002  | 26   

---

- 68 -

|Exhibit | Type of  |                                                                                            |      
|------- | -------- | ------------------------------------------------------------------------------------------ | -----
|No.     | Document | Description                                                                                | Pages
|        |          |                                                                                            |      
|5       | 10       | (c)       Kempisty & Co.
       US Tax Matters, dated October 11, 2002                    | 27   
|        |          |                                                                                            |      
|6       | 10       | (d)       DeVisser Gray, Chartered
      Accountants, Audit consent dated October 11, 2002 | 28   
|        |          |                                                                                            |      
|7       | 10       | (e)       Lang Michener, Canadian
      Legal Matters, dated October 11, 2002              | 29   

Exhibits to Form 20-FA dated November 27, 2002 and Filed November 28, 2002

|Exhibit | Type of  |                                                                                                        |      
|------- | -------- | ------------------------------------------------------------------------------------------------------ | -----
|No.     | Document | Description                                                                                            | Pages
|        |          |                                                                                                        |      
|        | 10       | Consents of Experts                                                                                    |      
|        |          |                                                                                                        |      
|1       | 10       | (a)        
         Gernot Wober, B.Sc, P.Geo Geological Matters, dated November
      27, 2002      | 1    
|        |          |                                                                                                        |      
|2       | 10       | (b)        
         Daniel B. Kilby - Geological Matters, dated November 27, 2002                     | 2    
|        |          |                                                                                                        |      
|3       | 10       | (c)        
         DeVisser Gray, Chartered Accountants, Audit consent dated November
      27, 2002 | 3    

Exhibits to Form 20-F Annual Report for the year ended March 31, 2003 filed
  August 2003

|Exhibit | Type of  |                             
|------- | -------- | ----------------------------
|No.     | Document | Description                 
|        |          |                             
|        | 99       | Audited Financial Statements

---

- 69 -

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

|Exhibit | Type of  |                                                                     
|------- | -------- | --------------------------------------------------------------------
|No.     | Document | Description                                                         
|        |          |                                                                     
|4.A     | 4A       | Bugambilias Agreement                                               
|        |          |                                                                     
|4.B     | 4A       | Iskut Agreement                                                     
|        |          |                                                                     
|10      | 10       | Code of Ethics                                                      
|        |          |                                                                     
|12.1    | 10       | Section 302 Certification
       CEO                               
|        |          |                                                                     
|12.2    | 10       | Section 302 Certification
       CFO                               
|        |          |                                                                     
|13.1    | 10       | Section 906 Certification
       CEO and CFO                       
|        |          |                                                                     
|23.1    | 10       | De Visser Gray,
      Auditor's consent letter dated October 4, 2004
|        |          |                                                                     
|99.1    | 99       | Audited Financial
      Statements                                  

---

SIGNATURES

The Registrant 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.
      Per:
      /s/ Jeffrey R. Mason                                           | 
|------------------------------------------------------------------------------------------------------------ | 
|JEFFREY R. MASON 
        Director, Chief Financial Officer, and Secretary
      
      DATED: July 26, 2004 | 

---