---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 20-F

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

OR

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

For the fiscal year ended March 31, 2008

OR

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

OR

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

For the transition period from _______________to
_______________

Commission file number 0-49869

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

BRITISH COLUMBIA, CANADA(Jurisdiction
of incorporation or organization)

Suite 1020, 800 West Pender StreetVancouver,
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: Not applicable | Name of each exchange on which registered:
      Not applicable
|----------------------------------- | ---------------------------------------------------------------

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- 2 -

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

Common shares, no par value

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

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

67,739,473 common shares as of March 31, 2008

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

[ ] Yes   [ x ] No

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

[ ] Yes   [ x ] No

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

[ x ] Yes   [ ] No

Indicate by check mark whether registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 126-2 of the Exchange
Act. (check one):

|Large accelerated Filer [     ] | Accelerated Filer [    
    ] | Non-accelerated Filer [ x
]
|------------------------------- | ----------------------------- | ---------------------------

Indicate by check mark which financial statement item Registrant
has elected to follow:

Item 17 [ x ]     Item 18
[     ]

If this is an annual report, indicate by check mark whether
registrant is a shell company (as defined in Rule 126-2 of the Exchange
Act).

Yes [     ]     No [ x
]

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- 3 -

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

|               |               |                                                                                    | Page
|-------------- | ------------- | ---------------------------------------------------------------------------------- | ----
|PART
      I   |               | 9                                                                                 
|               | ITEM
      1. | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        | 10  
|               | ITEM
      2. | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 11  
|               | ITEM
      3. | KEY
      INFORMATION                                                              | 12  
|               | ITEM
      4. | INFORMATION
      ON THE COMPANY                                                   | 21  
|               | ITEM
      5  | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 35  
|               | ITEM
      6  | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 43  
|               | ITEM
      7  | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 57  
|               | ITEM
      8  | FINANCIAL
      INFORMATION                                                        | 61  
|               | ITEM
      9  | THE
      OFFER AND LISTING                                                        | 62  
|               | ITEM
      10 | ADDITIONAL
      INFORMATION                                                       | 64  
|               | ITEM
      11 | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 74  
|               | ITEM
      12 | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 75  
|PART
      II  |               | 76                                                                                
|               | ITEM
      13 | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 77  
|               | ITEM
      14 | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 78  
|               | ITEM
      15 | CONTROLS
      AND PROCEDURES                                                      | 79  
|               | ITEM
      16 | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS              | 80  
|PART
      III |               | 82                                                                                
|               | ITEM
      17 | FINANCIAL
      STATEMENTS                                                         | 83  
|               | ITEM
      18 | FINANCIAL
      STATEMENTS                                                         | 84  
|               | ITEM
      19 | EXHIBITS                                                                           | 85  

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- 4 -

GENERAL

In this Annual Report on Form 20-F, all references to we,
Amarc and the Company refer to Amarc Resources Ltd. and its consolidated
subsidiaries.

The Company uses the Canadian dollar as its reporting currency.
All references in this document to dollars or $ are expressed in Canadian
dollars, unless otherwise indicated. See also Item 3 
KeyInformation for more detailed currency and conversion
information.

Except as noted, the information set forth in this Annual
Report is as of September 24, 2008 and all information included in this document
should only be considered correct as of such date.

GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

Epithermal Deposit
    Deposit of mineralization formed by natural processes in
      the earth at low temperature, 50-200oC 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 a 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 Reserve
    Securities and Exchange Commission Industry Guide 7
      Description of Property by Issuers Engaged or to be Engaged in
      Significant Mining Operationsof the Securities and Exchange
      Commission defines a reserve as that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination. Reserves consist of:(1) Proven (Measured) Reserves.Reserves for which: (a) quantity
      is computed from dimensions revealed in outcrops, trenches, workings or
      drill holes; grade and/or quality are computed from the results of
      detailed sampling; and (b) the sites for inspection, sampling and
      measurement are spaced so closely and the geologic character is so well
      defined that size, shape, depth and mineral content of reserves are
      well-established.


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- 5 -

(2) Probable (Indicated) Reserves.Reserves for
      which quantity and grade and/or quality are computed from information
      similar to that used for proven (measured) reserves, but the sites for
      inspection, sampling and measurement are farther apart or are otherwise
      less adequately spaced. The degree of assurance, although lower than that
      for proven (measured) reserves, is high enough to assume continuity
      between points of observation.Mineral Resource
    National Instrument 43-101 Standards of Disclosure for
      Mineral Projects of the Canadian Securities Administrators defines a
      Mineral Resource as a concentration or occurrence of natural, solid,
      inorganic or fossilized organic material in or on the Earths crust in
      such form and quantity and of such a grade or quality that it has
      reasonable prospects for economic extraction. The location, quantity,
      grade, geological characteristics and continuity of a mineral resource are
      known, estimated or interpreted from specific geological evidence and
      knowledge.Mineral Resources are sub-divided, in order of increasing
      geological confidence, into Inferred, Indicated and Measured categories.
      An Inferred Mineral Resource has a lower level of confidence than that
      applied to an Indicated Mineral Resource. An Indicated Mineral Resource
      has a higher level of confidence than an Inferred Mineral Resource but has
      a lower level of confidence than a Measured Mineral Resource.(1) Inferred Mineral Resource.An Inferred
      Mineral Resource is that part of a Mineral Resource for which quantity
      and grade or quality can be estimated on the basis of geological evidence
      and limited sampling and reasonably assumed, but not verified, geological
      and grade continuity. The estimate is based on limited information and
      sampling gathered through appropriate techniques from locations such as
      outcrops, trenches, pits, workings and drill holes.(2) Indicated Mineral Resource.An Indicated
      Mineral Resource is that part of a Mineral Resource for which quantity,
      grade or quality, densities, shape and physical characteristics can be
      estimated with a level of confidence sufficient to allow the appropriate
      application of technical and economic parameters, to support mine planning
      and evaluation of the economic viability of the deposit. The estimate is
      based on detailed and reliable exploration and testing information
      gathered through appropriate techniques from locations such as outcrops,
      trenches, pits, workings and drill holes that are spaced closely enough
      for geological and grade continuity to be reasonably assumed.(3) Measured Mineral Resource.A Measured Mineral
      Resource is that part of a Mineral Resource for which quantity, grade or
      quality, densities, shape, physical characteristics are so well
      established that they can be estimated with confidence sufficient to allow
      the appropriate application of technical and economic parameters, to
      support production planning and evaluation of the economic viability of
      the deposit. The estimate is based on detailed and reliable exploration,
      sampling and testing information gathered through appropriate techniques
      from locations such as outcrops,


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- 6 -

trenches, pits, workings and drill holes that are spaced
      closely enough to confirm both geological and grade continuity.
      Industry Guide 7  Description of Property by Issuers
      Engaged or to be Engaged in Significant Mining Operationsof
      the Securities and Exchange Commission does not define or recognize
      resources. As used in this Form 20-F, resources are as defined in
      National Instrument 43-101.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.Polymetallic
    Pertaining to more than one, or many, metals.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.Volcanogenic Massive Sulphide (VMS)
      deposit
    Mineral deposits, with a high content of sulphide
      minerals, formed by volcanic processes.Vein
    A tabular or sheet-like mineral deposit with identifiable
      walls, often filling a fracture or fissure.


---

- 7 -

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 Unitshectares
    2.471
    = acresmeters
    3.281
    = feetkilometers
    0.621
    = miles (5,280 feet)grams
    0.032
    = ounces (troy)tonnes
    1.102
    = tons (short) (2,000 lbs)grams/tonne
    0.029
    = ounces (troy)/ton


FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements appear in a number of different places in this
Annual Report and can be identified by words such as anticipates, estimates,
projects, expects, intends, believes, plans, or their negatives or
other comparable words. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the Company's
actual results, performance or achievements to be materially different from any
future results, performance or achievements that may be expressed or implied by
such forward-looking statements. The statements, including the statements
contained in Item 3D Risk Factors, Item 4B Business Overview, Item 5Operating and Financial Review and Prospects and
Item 11 Quantitative and Qualitative
DisclosuresAbout
Market Risk, are inherently subject to a variety of risks and
uncertainties that could cause actual results, performance or achievements to
differ significantly. Forward-looking statements include statements regarding
the outlook for the Company's future operations, plans and timing for the
Company's exploration programs, statements about future market conditions,
supply and demand conditions, forecasts of future costs and expenditures, the
outcome of legal proceedings, and other expectations, intentions and plans that
are not historical facts. You are cautioned that any such forward-looking
statements are not guarantees and may involve risks and uncertainties. The
Company's actual results may differ materially from those in the forward-looking
statements due to risks facing us or due to actual facts differing from the
assumptions underlying the Company's predictions. Some of these risks and
assumptions include:

- general economic and business conditions, including changes in interest
  rates;
- prices of natural resources, costs associated with mineral exploration and
  other economic conditions;
- natural phenomena;
- actions by government authorities, including changes in government
  regulation;
- uncertainties associated with legal proceedings;

---

- 8 -

- changes in the resources market;
- future decisions by management in response to changing conditions;
- the Companys ability to execute prospective business plans; and
  misjudgments in the course of preparing forward-looking statements.

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

---

- 9 -

PART I

---

- 10 -

|ITEM 1. | IDENTITY OF DIRECTORS,
      SENIOR MANAGEMENT AND ADVISORS
|------- | -----------------------------------------------------------

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

Not applicable.

|B. | ADVISORS
|-- | --------

Not applicable.

|C. | AUDITOR
|-- | -------

Not applicable.

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- 11 -

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

Not Applicable.

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- 12 -

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

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

The following tables summarize selected financial data for
Amarc extracted from the Company's audited consolidated financial statements for
the last five years ended March 31, 2008, 2007, 2006, 2005 and 2004.

The Companys annual financial statements have been audited by
its current independent registered public accounting firm, De Visser Gray LLP,
Chartered Accountants. The consolidated financial statements have been prepared
in accordance with Canadian generally accepted accounting principles (Canadian
GAAP). Note 11 to the 2008 annual consolidated financial statements provides
descriptions of the material measurement differences between Canadian GAAP and
United States generally accepted accounting principles (US GAAP) as they
relate to Amarc and a reconciliation to US GAAP of Amarcs consolidated
financial statements.

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

BALANCE SHEET DATA

|(C$000)                    |   | As at March 31, |  
|-------------------------- | - | --------------- | -
|                           |   | 2008            |  
|Plant and Equipment, Net   |   |                 |  
|Canadian and US GAAP       | $ | 20              |  
|Mineral Property Interests |   |                 |  
|Canadian and US GAAP       |   |                |  
|Total Assets               |   |                 |  
|Canadian GAAP              |   | 7,984           |  
|US GAAP                    |   | 7,984           |  
|Total Liabilities          |   |                 |  
|Canadian
      and US GAAP |   | 225             |  
|Working Capital            |   |                 |  
|Canadian
      GAAP        |   | 7,738           |  
|US GAAP                    |   | 7,738           |  
|Share Capital              |   |                 |  
|Canadian and US GAAP       |   | 30,747          |  
|Contributed Surplus        |   |                 |  
|Canadian and US GAAP       |   | 1,470           |  
|Deficit                    |   |                 |  
|Canadian GAAP              |   | (24,459         | )
|US GAAP                    | $ | (24,459         | )

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- 13 -

|(C$000)              |   | As at March 31, | 
|-------------------- | - | --------------- | 
|                     |   | 2008            | 
|Net Assets           |   |                 | 
|Canadian GAAP        | $ | 7,758           | 
|US GAAP              |   | 7,758           | 
|Shareholders Equity |   |                 | 
|Canadian
      GAAP  |   | 7,758           | 
|US GAAP              | $ | 7,758           | 

|STATEMENT OF OPERATIONS
      DATA            |  
|--------------------------------------------- | -
|(C$000, except per share amounts)             |  
|                                              |  
|Interest and other income                     | $
|General and administrative expenses           |  
|Exploration expenditures                      |  
|Stock based compensation (recovery)           |  
|Foreign exchange (gain) loss                  |  
|Loss (gain) on marketable securities          |  
|Canadian
      GAAP                           |  
|US GAAP                                       |  
|Loss on sale of equipment                     |  
|Write down of accounts receivable             |  
|Write down of mineral property
      interest |  
|Write down of marketable securities           |  
|Interest expense on flow-through
      shares |  
|Net loss (income) for the year                |  
|Canadian
      GAAP                           |  
|US GAAP                                       | $
|Basic and diluted net income (loss)
      per |  
|share                                         |  
|Canadian
      GAAP                           |  
|US GAAP                                       |  
|Weighted average number of common             |  
|shares outstanding                            |  

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- 14 -

See Item 17 for accompanying
consolidated financial statements prepared in accordance with Canadian generally
accepted accounting principles for further details, including note 11, which
reconciles Canadian GAAP to US GAAP.

The Company has not declared or paid any cash or other
dividends.

Currency and Exchange Rates

On September 24, 2008, the Federal Reserve noon rate for
Canadian Dollars was US$1.00 to Cdn$1.0351. The following tables set out the
exchange rates, based on noon rates as the nominal quotations by the Bank of
Canada website, www.bankofcanada.ca for the
conversion of Canadian Dollars into U.S. Dollars.

|                       |   |        |  |   | For year ended March 31 |  |   |        | 
|---------------------- | - | ------ |  | - | ----------------------- |  | - | ------ | 
|                       |   | 2008   |  |   | 2007                    |  |   | 2006   | 
|End of Period          | $ | 1.0279 |  | $ | 1.1529                  |  | $ | 1.1671 | 
|Average for the Period | $ | 1.0327 |  | $ | 1.1417                  |  | $ | 1.1933 | 
|High for the Period    | $ | 1.1584 |  | $ | 1.1878                  |  | $ | 1.2555 | 
|Low for the Period     | $ | 0.9170 |  | $ | 1.0948                  |  | $ | 1.1489 | 

|Monthly High and Low Exchange Rate (Canadian
      Dollars per US Dollar) | 
|------------------------------------------------------------------------- | 
|                                                                          | 
|September 2008 (until September 24, 2008)                                 | 
|August 2008                                                               | 
|July 2008                                                                 | 
|June 2008                                                                 | 
|May 2008                                                                  | 
|April 2008                                                                | 

|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable.

|C. | Reasons for the Offer and Use of
      Proceeds
|-- | -----------------------------------------------

Not applicable.

|D. | Risk Factors
|-- | ------------

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

---

- 15 -

following risks occur, or if others occur, the Company's
business, operating results and financial condition could be seriously harmed
and the investor may lose all of his investment.

The exploration for and development of mineral deposits
involves significant risks.

Resource exploration is a speculative business and involves a
high degree of risk. There is no known body of commercial ore on any of the
Company's mineral properties and there is no certainty that the expenditures to
be made by Amarc in the exploration of the Company's mineral properties will
result in discoveries of commercial quantities of minerals. The exploration for
and development of mineral deposits involves significant risks, which even a
combination of careful evaluation, experience and knowledge may not eliminate.
Although the discovery of an ore body may result in substantial rewards, few
properties explored are ultimately developed into producing mines. Significant
expenditures may be required to locate and establish ore reserves, to develop
metallurgical processes and to construct mining and processing facilities at a
particular site. It is impossible to ensure that the current exploration
programs planned by Amarc will result in a profitable commercial mining
operation. Significant capital investment is required to achieve commercial
production from successful exploration efforts.

The commercial viability of a mineral deposit is dependent upon
a number of factors. These include deposit attributes such as size, grade and
proximity to infrastructure, current and future metal prices (which can be
cyclical), and government regulations, including those relating to prices,
taxes, royalties, land tenure, land use, importing and exporting of minerals and
necessary supplies and environmental protection. The complete effect of these
factors, either alone or in combination, cannot be entirely predicted, and their
impact may result in Amarc not receiving an adequate return on invested capital.

The Company does not currently have any properties on which
mineral resources or mineral reserves have been outlined.

Amarcs properties have not produced any commercial
reserves or ore body.

All of the Company's mineral projects are in the exploration
stage as opposed to the development stage and have no known body of economic
mineralization. The known mineralization at these projects has not been
determined to be economic ore. There can be no assurance that a commercially
mineable ore body exists on any of the Company's properties. There is no
certainty that any expenditure made in the exploration of the Company's mineral
properties will result in discoveries of commercially recoverable quantities of
ore. Such assurance will require completion of final comprehensive feasibility
studies and, possibly, further associated exploration and other work that
concludes a potential mine at each of these projects is likely to be
economically viable. In order to carry out exploration and development programs
of any economic ore body and place it into commercial production, the Company
will be required to raise substantial additional funding.

As the Company does not have revenues, the Company will
be dependent upon future financings to continue the Company's plan of
operation.

Amarc has not generated any revenues from the Company's
business activities since the Company's incorporation. The Company's plan of
operations involves the completion of exploration programs on the Company's
mineral properties. There is no assurance that these exploration activities will
result in the establishment of commercially exploitable mineral deposits on the
Company's mineral properties. Even if commercially exploitable mineral deposits
are discovered, the Company will require substantial additional financing in
order to carry out the full exploration and development of the Company's mineral
properties before the Company is able to achieve revenues from sales of mineral
resources that the Company is able to extract.

---

- 16 -

The loss of management or other key personnel could harm
the Company's business.

The success of the Company's activities is dependent to a
significant extent on the efforts and abilities of management and other key
personnel. Investors must be willing to rely to a significant extent on their
discretion and judgment.

The Company has no history of earnings and no foreseeable
earnings.

Amarc has a history of losses and there can be no assurance
that the Company will ever be profitable. The Company anticipates that the
Company will retain future earnings and other cash resources for the future
operation and development of the Company's business. The Company has not paid
dividends since incorporation and the Company does not anticipate paying
dividends in the foreseeable future. Payment of any future dividends is at the
discretion of the Company's board of directors after taking into account many
factors including the Company's operating results, financial conditions and
anticipated cash needs.

The Company's consolidated financial statements have been
prepared assuming the Company will continue on a going concern basis, but there
can be no assurance that the Company will continue as a going
concern.

Although at March 31, 2008 the Company had working capital of
approximately $7.7 million, the costs required to complete exploration and
development of the Company's projects may be well in excess of this amount.
Accordingly, unless additional funding is obtained, the going concern assumption
may have to change. If Amarc is unable to obtain adequate additional financing,
the Company will be required to curtail operations and exploration activities.
Furthermore, failure to continue as a going concern would require that Amarcs
assets and liabilities be restated on a liquidation basis which could differ
significantly from the going concern basis.

A substantial or extended decline in the prices of the
minerals for which the Company explores would have a material adverse effect on
the Company's business.

The Company's business is, to an extent, dependent on the
prices of gold, copper, zinc, and other metals, which are affected by numerous
factors beyond the Company's control. Factors tending to put downward pressure
on the prices of these metals include:

- Sales or leasing of gold by governments and central banks;
- A strong U.S. dollar;
- Global and regional recession or reduced economic activity;
- Speculative trading;
- Decreased demand for industrial uses, use in jewellery or investment;
- High supply from production, disinvestment and scrap;
- Sales by producers in forward transactions and other hedging transactions;
  and
- Devaluing local currencies (relative to metal priced in U.S. dollars)
  leading to lower production costs and higher production in certain regions.

In addition, sustained low metal prices can:

- Reduce revenues further through production cutbacks due to cessation of
  the mining of deposits or portions of deposits that have become uneconomic at
  the then-prevailing gold or copper price;

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- 17 -

- Halt or delay the development of new projects;
- Reduce funds available for exploration, with the result that depleted
  reserves are not replaced; or
- Reduce existing reserves, by removing ores from reserves that cannot be
  economically mined or treated at prevailing prices.

Mining operations generally involve a high degree of
risk.

Amarcs operations are subject to all the hazards and risks
normally encountered in the exploration, development and production of minerals.
These include unusual and unexpected geological formations, rock falls, flooding
and other conditions involved in the drilling and removal of material, any of
which could result in damage to, or destruction of, mines and other producing
facilities, damage to life or property, environmental damage and possible legal
liability. Although adequate precautions to minimize risk will be taken, milling
operations are subject to hazards such as equipment failure or failure of
retaining dams which may result in environmental pollution and consequent
liability which will have a material adverse effect on the Company's business
and results of operation and financial condition.

The Companys business could be adversely affected by
government regulations related to mining.

Amarcs exploration activities are regulated in all countries
in which the Company operates under various federal, state, provincial and local
laws relating to the protection of the environment, which generally includes air
and water quality, hazardous waste management and reclamation. Environmental
hazards may exist on the properties in which the Company holds interests which
are unknown to Amarc at present and which have been caused by previous or
existing owners or operators of the properties. Environmental legislation is
evolving in a manner that will require stricter standards and enforcement,
increased fines and penalties for non-compliance, more stringent environmental
assessments of proposed projects and a heightened degree of responsibility for
companies and their officers, directors and employees. Delays in obtaining or
failure to obtain government permits and approvals may adversely impact the
Company's operations. The regulatory environment in which the Company operates
could change in ways that would substantially increase costs to achieve
compliance, or otherwise could have a material adverse effect on the Company's
operations or financial position. In particular, the Company's operations and
exploration activities in British Columbia are subject to national and
provincial laws and regulations governing protection of the environment. These
laws are continually changing and, in general, are becoming more restrictive.
There can be no certainty that the Company will be able to obtain all necessary
licenses and permits that may be required to carry out exploration, development
and operations at the Company's projects.

Although the Company has no reason to believe that the
existence and extent of any of the Company's properties is in doubt, title to
mining properties is subject to potential claims by third parties claiming an
interest in them.

Amarcs mineral properties may be subject to previous
unregistered agreements or transfers, and title may be affected by undetected
defects or changes in mineral tenure laws. The Company's mineral interests
consist of mineral claims, which have not been surveyed, and therefore, the
precise area and location of such claims or rights may be in doubt. The failure
to comply with all applicable laws and regulations, including the failure to pay
taxes or to carry out and file assessment work, may invalidate title to portions
of the properties where the Company's mineral rights are held.

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- 18 -

The Company is not able to obtain insurance for many of
the risks that the Company faces.

In the course of exploration, development and production of
mineral properties, several risks and, in particular, unexpected or unusual
geological or operating conditions, may occur. It is not always possible to
fully insure against such risks, and the Company may decide not to take out
insurance against such risks as a result of high premiums or other reasons.
Should such liabilities arise they could reduce or eliminate any future
profitability and result in an increase in costs and a decline in value of the
Company's securities.

The Company is not insured against environmental risks.
Insurance against environmental risks (including potential liability for
pollution or other hazards as a result of the disposal of waste products
occurring from exploration and production) has not been generally available to
companies within the industry. The Company will periodically evaluate the cost
and coverage of the insurance against certain environmental risks that is
available to determine if it would be appropriate to obtain such insurance.
Without such insurance, and if the Company becomes subject to environmental
liabilities, the payment of such liabilities would reduce or eliminate the
Company's available funds or could exceed the funds the Company has to pay such
liabilities and result in bankruptcy. Should the Company be unable to fund fully
the remedial cost of an environmental problem, the Company might be required to
enter into interim compliance measures pending completion of the required
remedy.

The Company may be dependent on its joint venture
partners for the development of certain of the Company's properties.

Amarc may choose to hold a portion of the Company's assets in
the form of participation interests in joint ventures. The Company's interest in
these projects is subject to the risks normally associated with the conduct of
joint ventures. The existence or occurrence of one or more of the following
circumstances and events could have a material adverse impact on the Company's
profitability or the viability of the interests held through joint ventures,
which could have a material adverse impact on the Company's future cash flows,
earnings, results of operations and financial condition: (i) disagreement with
joint venture partners on how to proceed with exploration programs and how to
develop and operate mines efficiently; (ii) inability of joint venture partners
to meet their obligations to the joint venture or third parties; and (iii)
litigation between joint venture partners regarding joint venture matters.

The industry in which the Company operates is highly
competitive, and the Company may be unable to compete effectively with other
companies.

The mineral exploration and mining business is competitive in
all of its phases. The Company competes with numerous other companies and
individuals, including competitors with greater financial, technical and other
resources, in the search for and the acquisition of attractive mineral
properties. Amarc's ability to acquire properties in the future will depend not
only on the Company's ability to develop its present properties, but also on the
Company's ability to select and acquire suitable producing properties or
prospects for mineral exploration. There is no assurance that the Company will
continue to be able to compete successfully with its competitors in acquiring
such properties or prospects.

The Companys share price has historically been volatile.

The market price of a publicly traded stock, especially a
junior resource issuer like Amarc, is affected by many variables not directly
related to the Company's exploration success, 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

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- 19 -

the market price of the common shares on the stock exchanges on
which the Company trade, suggest the Company's shares will continue to be
volatile.

Amarcs directors and officers are part-time and serve as
directors and officers of other companies.

Some of the Company's directors and officers are engaged, and
will continue to be engaged, in the search for additional business 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 us.
Conflicts, if any, will be dealt with in accordance with the relevant provisions
of the Business Corporations Act(British Columbia). In order to avoid
the possible conflict of interest which may arise between the directors duties
to Amarc and their duties to the other companies on whose boards they serve, the
Company's directors and officers have agreed that participation in other
business ventures offered to them will be allocated between the various
companies on the basis of prudent business judgment, and the relative financial
abilities and needs of the companies to participate.

There is no assurance that the Company will be successful
in obtaining the funding required for the Company's operations.

Amarcs operations consist almost exclusively of cash consuming
activities given that the Company's main mineral projects are in the exploration
stage. The further development and exploration of the various mineral properties
in which the Company hold interests is dependent upon the Company's ability to
obtain financing through debt financing, equity financing or other means.

If the Company raises additional funding through equity
financings, then the Company's current shareholders will suffer
dilution.

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

Amarcs status as a passive foreign investment company
has consequences for U.S. investors.

Potential investors who are U.S. 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 future years. If the Company is a PFIC for any year during a U.S.
taxpayers holding period, then such U.S. 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 Company's shares. 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 U.S. 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 the Company's shareholders. A U.S. taxpayer who makes
the mark-to-market election, generally, must include as ordinary income in each
year, the excess of the fair market value of the common shares over the
taxpayers tax basis therein. U.S. taxpayers are advised to seek advice from
their professional tax advisors.

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- 20 -

The Companys shareholders could face significant
potential equity dilution.

As of September 24, 2008, Amarc has 1,828,200 share purchase
options outstanding and 5,700,000 share purchase warrants outstanding. Amarc has
a share purchase option plan which allows the management to issue options to its
employees and non employees based on the policies of the Company. If further
options are issued, they will likely act as an upside damper on the trading
range of the Company's shares. As a consequence of the passage of time since the
date of their original sale and issuance, none of the Company's shares remain
subject to any hold period restrictions in Canada or the United States. The
unrestricted resale of outstanding shares from the exercise of dilutive
securities may have a depressing effect on the market for the Company's shares.

Penny Stock Classification Could Affect the Marketability
of the Company's Common Stock and Shareholders Could Find It Difficult to Sell
Their Stock.

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

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

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- 21 -

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

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

Incorporation

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

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

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

Offices

The head office of Amarc is located at Suite 1020, 800 West
Pender Street, Vancouver, British Columbia, Canada V6C 2V6, telephone (604)
684-6365, facsimile (604) 684-8092. The Company's registered office is in care
of its attorneys, Lang Michener, 1500 Royal Centre P.O. Box 11117, 1055 West
Georgia Street, Vancouver, British Columbia, Canada V6E 4N7, telephone (604)
689-9111, fax (604) 685-7084.

Company Development

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

Information pertaining to the acquisition of the properties,
and also to any important ownership developments, is summarized below:

Sitlika Properties, British Columbia, Canada (including the
Bodine Property)

In December 2006 Amarc had acquired, by staking and option
agreement, six exploration properties covering an area of approximately 1,100
square kilometers in central British Columbia and located some 110 kilometers
northeast of the town of Smithers. As of July 24, 2008, the Company has
completed additional staking, increasing its tenure position to approximately
2,000 square kilometers. The Sitlika Properties include the Bodine, Aspira,
Huge East, Megamine, Polymet, Polymac, Myway and Equusclaims.

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- 22 -

Property Agreements

The Bodine Agreement

On November 14, 2006, the Company reached an option agreement
with an arm's length party to acquire a 100% undivided interest in the Bodine
Property. Amarc can acquire its interest in the Bodine Property by making staged
cash payments totaling $225,000 and expending $2,000,000 on the property over
the next four years. The first payment of $25,000 was made in December 2006. On
the 1st anniversary a second payment of $50,000 was made and the
commitment to spend $250,000 on exploration had been completed.

The property is subject to a 3% net smelter royalty, 2% of
which may be purchased at the Company's sole discretion for $2,000,000 and the
remaining 1% subject to a right of first refusal in favor of the Company. Annual
advance royalty payments of $50,000 will be required from the fifth to the
fifteenth year of the agreement.

The Peak Agreement

In September 2007, Amarc entered into a letter agreement with
an arm's length party for an exclusive option whereby the Company may acquire
over up to a three year period the right to earn an undivided 100% interest in
the Peak Property, subject to a 2% net smelter royalty which the Company may
acquire from the arm's length party for $2,000,000. Consideration for acquiring
the 100% undivided interest in the Peak property consists of staged payments
totaling $85,000 (of which $5,000 was paid on signing of letter agreement and
$5,000 on the Effective Date of the formal agreement) and the incurring of
expenditures totaling $175,000 on the property from the date of signing the
letter agreement until the third anniversary of the Effective Date. A formal
agreement was executed on August 1, 2008.

The Peak Property is located approximately 90 kilometers
northwest of Fort St. James, and is accessible by road.

The property, although included within the Sitlika Belt land
package, represents a different geological environment and mineral potential to
that found elsewhere along the belt. The Peak Property is underlain by rocks of
the Cache Creek Complex, which comprises minor serpentinites of the Late
Pennsylvanian to Late Triassic Trembleur Ultramafite Unit, and also greenstones
and greenschist metamorphic rocks of the Rubyrock Igneous Complex. The Cache
Creek Complex is intruded by Middle Jurassic to Early Cretaceous granites of the
Endako Batholith  Francois Lake Suite. These latter rocks are prospective for
porphyry-style base metal deposits.

The Pond Agreement

In September 2007, Amarc entered into a letter agreement with
an arm's length party for an exclusive option whereby the Company may acquire
over up to a four year period the right to earn an undivided 100% interest in
the Pond Property, subject to a 2% net smelter royalty which the Company may
acquire for $2,000,000. Consideration for acquiring the 100% undivided interest
in the Pond Property consists of staged payments totaling $215,000 (of which
$5,000 was paid on signing of letter agreement and $5,000 on the Effective Date
of the formal agreement) and the incurring of expenditures totaling $225,000 on
the property from the date of signing the letter agreement until the fourth
anniversary of the Effective Date. A formal agreement was executed on August 1,
2008.

The Pond Property is located approximately 90 kilometers
northwest of Fort St. James, and is accessible by road.

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- 23 -

The property, although included within the Sitlika Belt land
package, represents a different geological environment and mineral potential to
that found elsewhere along the belt. The Pond Property, like the Peak Property,
is underlain by rocks of the Cache Creek Complex, which comprises minor
serpentinites of the Late Pennsylvanian to Late Triassic Trembleur Ultramafite
Unit, and also greenstones and greenschist metamorphic rocks of the Rubyrock
Igneous Complex. These units lie in close proximity to Middle Jurassic to Early
Cretaceous granites of the Endako Batholith  Francois Lake Suite that are
prospective for porphyry-style base metal deposits.

The Rapid Property, British Columbia, Canada

In April 2008, Amarc staked the Rapid Property, which covers
approximately 400 square kilometers, and is located 27 kilometers northeast of
the Aspira Property (part of the Sitlika Properties) and 36 kilometers northwest
of the town of Fort St. James.

Pinchi Gold Properties, British Columbia, Canada

The Company registered a total of 528 square kilometers in four
properties northwest of Fort St. James in central B.C. during the period
December 27, 2006 to April 20, 2007. As of June 2008, the Company had reduced
it's land position to approximately 260 square kilometers. The Pinchi Gold
Properties currently consist of theGrand, Grandnorth and Petiteclaims.

Carbonate Zinc Belt, British Columbia, Canada

In 2007, Amarc acquired by staking approximately 250 square
kilometers along a belt located some 130 kilometers north-northwest of McKenzie,
BC. The land position has subsequently been reduced to approximately 230 square
kilometers. The Carbonate Zinc properties currently comprise the Zinc, Zap,
Blende and Blende West claims.

Tulox Property, British Columbia, Canada

The Tulox Gold Property, located in the Cariboo region of
central BC, comprises 252 square kilometers of claims acquired during the period
July 2005 to March 2007.

In May 2007, Amarc entered into an agreement to sell the Tulox
Property, subject to certain conditions and for a consideration of 10,000,000
common shares of Tulox Resources Inc. (Tulox), formerly named Sitec Ventures
Corp. The Company will also receive a 3% net smelter return royalty following
the commencement of commercial production on the property. Amarc also received a
"Back in Right" whereby, on completion of $5,000,000 of exploration expenditures
on the property, the Company will have 90 days during which it can acquire a 60%
interest by agreeing to complete a further $10,000,000 of exploration
expenditures on the property. The Company and Tulox have mutually agreed to
extend the closing date of this agreement to November 30, 2008.

The Tulox Property is underlain by Mesozoic volcanic and
sedimentary rocks that have been intruded by Mesozoic intrusive rocks. These
rocks have been overlain by Cenozoic volcanic and pyroclastic rocks. The Tulox
Property is anomalous in gold and gold indicator elements.

Other Properties

The Company also has a 5% net profits interest in the 46
mineral claims comprising the Ana Property in the Yukon Territory, Canada, and a
2.5% net profits interest in a mineral lease comprising the Mann Lake

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- 24 -

Property in Saskatchewan. At the present time, the Company has
no plans to undertake any programs on these properties.

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

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

British Columbia Mineral Tenure

On January 12, 2005, the Province of British Columbia adopted a
new on-line mineral tenure system that includes mineral tenure acquisition and
tenure maintenance procedures, as well as a method of converting previous format
claims (legacy claims) to new format claims (cell claims). All of the Companys
mineral tenures have been converted to cell claims resulting in new tenure
numbers and marginally larger claim boundaries. The mineral leases are
maintained through the completion of exploration activities referred to as
Assessment Work. The financial requirements related to these exploration works
remain the same as previous, but are stated as $4 per hectare per year during
the first three years following location of the mineral claim, and $8 per
hectare per year in the fourth and succeeding years. If the assessment work is
not completed the mineral leases may be maintained by a cash payment, but if
this payment is not made before the forfeiture data the tenure is
relinquished.

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

Environmental Matters

Environmental matters related to mineral exploration companies
in British Columbia are administered by the Ministry of Energy, Mines and
Petroleum Resources. The Company files notice of its work programs with the
Ministry, and a bond is determined that will set aside sufficient cash to
reclaim the exploration sites to their pre-exploration land use. Typically, no
bond is required for exploration activities such as surface geological,
geochemical and geophysical surveys. However, a bond is required for blasting,
machine work and drilling. The required level of reclamation usually involves
leaving the sites in a geotechnically stable condition, and grooming the sites
to both prevent forest fire hazards and to ensure that natural regeneration of
indigenous plant species can progress within a reasonable period of time.

Exploration Activities during Fiscal 2008

Amarcs exploration activities completed since the beginning of
fiscal 2008 have included the following:

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- 25 -

Name of Mineral Property
    Description of Exploration ActivitySitlika Properties
      (The Bodine Property is part of this group)
    During fiscal 2008 the Company performed regional silt
      sampling over the entire area of favorable hostrocks and initial follow-up
      target definition, which included geological mapping, soil and rock
      geochemical sampling and ground geophysical surveys.Pinchi Gold Properties
    During fiscal 2008 the Company carried out air and ground
      geophysical surveys, silt and rock sampling and geological mapping on the
      Properties to delineate favorable targets for further follow-up.Zinc Carbonate Belt
      Properties
    During the fiscal year 2008 a desk evaluation of these
      Properties was conducted in order to prioritize the targets for ground
      follow-up and target definition.BC Initiative and Acquisitions
      Programs
    Research, planning, data compilation and business led to
      the review, inspection and acquisition of key properties.


Plan of Operations for Fiscal 2009

Amarc plans to complete the following exploration activities
during fiscal 2009:

Name of Mineral Property
    Description of Exploration ActivitySitlika Properties
      (The Bodine Property is part of this group)
    The Company plans to carry out additional geological,
      geochemical and geophysical surveys in order to further delineate targets
      for drilling, and to commence drilling on priority plays.Rapid Property
    To conduct ground geological, geochemical and geophysical
      survey to delineate drill targetsPinchi Gold Properties
    Amarc plans to carry out further geochemical sampling and
      geological surveys in order to delineate drill targets.Zinc Carbonate Belt
      Properties
    To conduct ground geological and geochemical follow-up on
      the prioritized plays in order to delineate drill targetsBC Initiative and Acquisitions
      Programs
    Research, planning, data compilation and business
      including the inspection and acquisition of key properties.


Details of the planned exploration programs are included in
Item 4.E of this Annual Report.

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- 26 -

Amarc had an initial direct field activity related exploration
budget of $2.75 million for its exploration program in calendar 2008. To August
31, 2008, Amarc had spent approximately $2.57 million on its exploration
programs and will use its existing cash to fund the continuation of its
exploration programs during the season. The field budget is results driven and
field works are being extended due to the encouraging results that have been
received. As of August 31, 2008 the Company had approximately $4.5 million in
cash.

|C. | Organizational Structure
|-- | ------------------------

The Company operates directly and has no material
subsidiaries.

|D. | Property, plant and equipment
|-- | -----------------------------

All of the Companys active properties are located in British
Columbia. For further information about the Companys mineral projects, see
Further Particulars of Amarcs Properties below.

None of the Canadian projects have any material tangible fixed
assets located thereon. However, there is a single excavator held in Mexico that
the Company is planning to off load.

|E. | Further Particulars of Amarcs
      Properties
|-- | -----------------------------------------------

The locations of the currently active and inactive properties
and exploration claims within British Columbia, described in this section, are
shown on Figures 1 and 2 (below):

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- 27 -



Figure 1: Location of Active and Inactive Properties in British
Columbia

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- 28 -



Figure 2: Location of Exploration Claims in British Columbia

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- 29 -

Property

As of July 24, 2008, the Company has staked or acquired through
option approximately 2,000 square kilometers. The claims comprising the Sitlika
Properties are known as the Bodine, Aspira, Huge East, Megamine, Polymet,
Polymac, Myway and Equsdetails of which are given in Table 1 (below).

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Program
    Claim Numbers
    Size (square km)Sitlika
    506542, 522451, 525003, 525146-525148, 525151, 526976,
      527626, 528235, 533360, 533361, 533363, 533365, 533366, 541517, 541518,
      541520-541522, 541524, 541525, 541527, 541530, 541531, 541535, 541538,
      541539, 541563, 541565- 541567, 541569, 541570, 541572-541574,
      541576-541578, 541580, 541582-541585, 541587-541596, 541598, 541599,
      541624, 542761-542770, 542796-542817, 542819-542822, 542824,
      542826-542833, 542892, 542900, 542913, 542915, 542917, 542919, 542921,
      542923, 542926, 542927, 452931, 542934, 542936, 542938, 542940, 542942,
      542944, 542946, 542948, 542950, 542952, 542954, 542958, 542960, 542961,
      542963, 544622-544625, 544644-544650, 544668, 544674, 545541-545546,
      545625-545634, 545636-545646, 545654- 545661, 545663, 545664,
      545668-545670, 545672, 545679, 545681, 545685, 545687, 545689,
      545756-545764, 545829, 545832, 546097, 546141-546143, 546152-546154,
      546157, 546160, 547224-547226, 547228, 547229, 547298, 547299, 547860,
      559139, 560225, 560227-560247, 560249-560263, 560265-560267, 563982,
      563983, 565994-565996, 566081, 566083, 570163, 573967-573970,
      574027-574040, 574563, 574564, 574567, 574570-574581, 574583, 574584,
      574586, 574587, 574593, 575272, 575415-575423, 575425-575433,
      575435-575446, 575448, 576871-576904, 577010, 577012- 577014,
      577016-577018, 577020-577022, 577024, 577027, 577029, 577030, 577038,
      577040, 577043-577048, 577174, 578449, 578450, 582440-582442,
      586056-586076, 586078- 586091, 586093-586095, 586103, 586109-586146,
      586409- 586412, 586414-586418, 586466.
    1,988.2Pinchi Gold
    548040-548050, 548052-548069, 548071-548076, 548078-
      548089, 548092-548096, 548190, 548191, 548528, 548529, 548565,
      548567-548571, 556348-556350.
    262.2Rapid
    580098-580102, 580104, 580105, 580107, 580109, 580111,
      580113-580115, 580119, 580120, 580122, 580130-580134, 580137,
      580180-580182, 580186-580191, 580193, 580195, 580196, 580301-580316,
      580318-580334, 580337-580339, 580341-580344, 580409, 580411-580418,
      581543, 581544, 581546, 581552, 581554-581556, 588919, 588920.
    401.8Carbonate Zinc
    562101, 562102, 562145, 562148-562151, 562154, 562155,
      564659-564662, 577724, 577727, 577731, 577734, 577742, 577743, 577746,
      577748, 577750-577755, 577757-577765, 577767, 577776-577778,
      587343-587351, 587353-587358, 588394-588396.
    228.1Tulox Gold
    516001, 516002, 516004, 518119, 518912-518916, 518929-
      518931, 519082, 519084, 519085, 519088, 519090, 519091, 519420, 519421,
      524206, 524207, 530946-530948, 542442, 542443, 542488-542494, 542496,
      542498.
    170.4


|Table 1: | Claim Information for the Stilika, Pinchi,
      Rapid, Carbonate Zinc and Tulox Properties.
|-------- | --------------------------------------------------------------------------------------------

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Location and Access

The Sitlika Properties are principally located in the
Omineca-Takla-Babine area, approximately 110 kilometers northeast of Smithers,
British Columbia. The Belt is well serviced by main line forestry roads,
crossing topography that is subdued in comparison with other areas of British
Columbia. It is also located proximal to the Yellowhead Highway and the Canadian
National rail link, which connect the Belt to the bulk loading terminal port of
Prince Rupert. High capacity electric transmission lines and a natural gas line
are also proximal to the Belt. There is access to local communities and local
resources such as hospitals and schools in nearby communities.

Figures 1 and 2 (above) show the location of the Sitlika
Properties.

Geology

The Sitlika Belt is underlain by gossanous metasedimentary and
metavolcanic rocks of the Permian to Jurassic,Sitlika assemblage. The
area was the subject of a focused geological mapping initiative by the British
Columbia Ministry of Energy and Mines (Schiarizza and Payie, 1997), the results
of which indicate that the Sitlika rocks have the potential to host volcanogenic
massive sulphide (VMS) deposits. In addition, the Sitlika rocks are considered
to correlate with the Kutcho Creek Formation, located 250 kilometers to the
north, which host the Kutcho Creek VMS deposits. The Kutcho deposits have
reported measured and indicated resources of 17.3 million tonnes grading 1.6%
copper, 2.2% zinc, 0.3 g/t gold and 26 g/t silver in the Main Deposit (Sherwood
Copper Corp.).

Exploration in 2007 (Fiscal 2008)

During the 2007 field season, the Company collected 1,586
stream sediment samples along the Sitlika Belt, identifying 17 priority areas
with multiple zinc and/or copper dominated targets. Follow-up target definition
in 2007 included the collection of 7,517 soil samples, geological mapping and 75
line-kilometers of induced polarization ("IP") geophysical surveys. Two
outstanding zinc-copper mineral deposit targets were identified - Bodine and
Aspira.

Plan of Operation for 2008 (Fiscal 2009)

The Company is carrying out a significant program over the
Sitlika Belt on prioritized targets during the summer of 2008 that is to include
silt sampling, soil sampling, geological mapping, airborne geophysical
magnetometer surveys, ground-based, induced polarization geophysical surveys and
drilling.

TheBodine Projectcovers approximately 640 square
kilometers and is located in the central part of the Sitlika Belt. Initial
reconnaissance by Amarc geologists identified massive to semi-massive sulphide
mineralization in outcrop. Channel samples returned encouraging grades of 1.79%
and 1.37% copper over 2.9 meters and 2.4 meters, respectively. Geological
mapping, 34 line-kilometers of IP and ground magnetic geophysical surveys and
soil sampling over a 5 kilometer by 1.5 kilometer grid completed in 2007 also
defined the prospective Bodine-Warren target. The soil grid delineated a target
over an area of 2,000 meters long by 700 meters wide with copper concentrations
ranging from 75 parts per million (ppm) to 1,747 ppm and zinc concentrations of
150 ppm to 2,102 ppm.

Approximately 1,300 infill soil grid geochemical samples have
been collected over the Bodine-Warren target in order to further delineate
targets for drilling this season.

---

- 32 -

TheAspira Projectis located near the southern end of
the Sitlika Belt, some 35 kilometers north of the Endako Mine and 40 kilometers
to the northeast of the town of Burns Lake. It is accessed by a network of
forestry roads.

Reconnaissance stream sediment samples taken in this area
during the 2007 field season returned anomalous concentrations of zinc ranging
from 200 ppm to 731 ppm and copper ranging from 75 ppm to 249 ppm, along a trend
extending at least 9 kilometers. Follow-up work in 2007 consisted of an
823-sample soil grid over an area of 4 square kilometers, which returned high,
multi-element metal concentrations. An unusually strong, northwest trending, 2
kilometer long soil anomaly was outlined with zinc concentrations ranging from
200 ppm to 8,581 ppm and associated copper and lead values. The Aspira target
was constrained only by the extent of the initial grid sampled and remained open
to extension.

In May 2008, an airborne geophysical survey over Aspira defined
a 15 kilometer long linear magnetic high that remains open along strike.
Parallel to the magnetic high is a pronounced magnetic low or trough feature
measuring 150 meters wide and some 15 kilometers long. The trough within the
magnetic high coincides with the 2 kilometre long (and open ended) zinc in soil
anomaly defined in 2007.

Positive results from approximately 4,300 soil grid geochemical
samples, geological mapping and a 37 line-kilometer induced polarization (IP)
geophysical survey completed since May 2008, together with soil grid geochemical
sampling data from the 2007 program have delineated four significant target
zones over an 11 kilometer trend. Geological mapping has shown that the target
zones are underlain by a felsic volcanic and fine grained sediment rock package
that represents preferred stratigraphy for VMS mineralization.

A 13.5 kilometer long access road to drill sites has been
constructed and drilling has commenced over four principal target areas.

In addition to the Bodine-Warren and Aspira targets, 13 other
plays identified in 2007 are currently undergoing target delineation.

|(2) | The Pinchi Gold Properties, British
      Columbia
|--- | --------------------------------------------------

Property

As of June 2008, Amarc had reduced its land position to
approximately 260 square kilometers. The Pinchi Properties are the Grand,
Grandnorth and Petiteclaims. Detailed claim information is given in
Table 1 (above).

Location and Access

The Pinchi Gold Properties are located in the Omineca-Fort St.
James area, approximately 100 kilometers northwest of Fort St. James, British
Columbia. The properties are well situated with respect to the CNR-BC Rail line
and traversed by a mainline industrial road and a network of forestry roads.
Provincial grid power is located within approximately 70 kilometers of the
properties.

Figures 1 and 2 (above) show the location of the Pinchi Gold
Properties.

---

- 33 -

Geology

The properties are underlain by Paleozoic limestone,
sedimentary and volcanic rocks that have been intruded by Mesozoic intrusive
rocks. This geologic environment is prospective for bulk tonnage gold
deposits.

Exploration in 2007 (Fiscal 2008)

The Company performed airborne and ground based geophysical
surveys and grid-based geochemical surveys during the 2007 field season to
identify targets for follow-up. Four targets were followed-up in 2007.

Plan of Operation for 2008 (Fiscal 2009)

Further target definition involving geological mapping and soil
grid sampling for geochemical analysis is planned for 2008.

|(3) | The Zinc Carbonate Property, British
      Columbia
|--- | ---------------------------------------------------

Property

The property has been reduced to approximately 230 square
kilometers from approximately 250 square kilometers in area. The Zinc Carbonate
Properties comprise the Zinc, Zap, Blende and Blende West claims. Detailed claim
information is given in Table 1 (above).

Location and Access

The properties are located some 130 kilometers north-northwest
of McKenzie, British Columbia. Access is via forestry roads and helicopter.

Figure 2 (above) shows the location of the Zinc Carbonate Belt
Properties.

Geology

The geological environment is permissive for both Mississippi
Valley Type (MVT) and Sedimentary Exhalative (SEDEX) zinc deposits.

Exploration in 2007 (Fiscal 2008)

A desk-top analysis of available data was completed over the
belt, which resulted in seven targets being selected for follow-up in the field
in 2008

Plan of Operation for 2008 (Fiscal 2009)

Initial target assessment including geological mapping and soil
and rock geochemical sampling is planned for the prioritized targets.

---

- 34 -

|(4) | The Rapid Property, British Columbia
|--- | ------------------------------------

Property

In April 2008, Amarc staked the Rapid Property, which covers
approximately 400 square kilometers. Detailed information the claims comprising
the Rapid property are given in Table 1 (above).

Location and Access

The Rapid Property is located 27 kilometers northeast of the
Aspira property and 36 kilometers northwest of the town of Fort St. James.
Access to the site is by a network of forestry roads.

Figure 2 (above) shows the location of the Rapid Property.

Geology

The Rapid Property was staked on the basis of significantly
anomalous copper-zinc-silver geochemical values in lake and stream sediments
reported in an April 2008 release by Geoscience BC, an organization that funds
geoscience projects with the objective of attracting investment to British
Columbia.

Exploration in 2008 (Fiscal 2009)

An airborne geophysical survey, carried out in the early part
of the 2008 field season, is being followed up by focused geological mapping,
geochemical soil sampling and induced polarization geophysical surveys, with the
objective of developing drill targets on the Rapid Property. On-going field work
over the Rapid Property includes the collection of 1,200 soil samples and
completion of 39 line-km of IP geophysical survey.

---

- 35 -

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

OVERVIEW

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

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

The following discussion should be read in conjunction with the
audited consolidated financial statements and related notes, accompanying this
Annual Report. The Company prepares and files its consolidated financial
statements with various Canadian regulatory authorities, in accordance with
Canadian generally accepted principles ("GAAP"). References should be made to
note 11 to the annual financial statements which provide a reconciliation of
material measurement differences between Canadian GAAP and US GAAP and their
effect on the consolidated financial statements.

Critical Accounting Policies and Estimates

The Company's accounting policies are presented in note 3 and
note 4 of the accompanying audited consolidated financial statements for the
year ended March 31, 2008 and a reconciliation of material measurement
differences between these principles and US GAAP principles is shown in note 11.

The preparation of consolidated financial statements in
accordance with generally accepted accounting principles requires management to
select accounting policies and make estimates. Such estimates may have a
significant impact on the financial statements. These include:

- the estimation of mineral resources and reserves,
- the carrying values of mineral properties,
- the estimation of asset retirement obligations,
- the carrying values of future income tax assets and liabilities, and
- the measurement of stock-based compensation expense.

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

---

- 36 -

Mineral resources and reserves, and the carrying values of
mineral properties, and of buildings and equipment

Mineral resources and reserves are estimated by professional
geologists and engineers in accordance with recognized industry, professional
and regulatory standards. These estimates require inputs such as future metals
prices, future operating costs, and various technical geological, engineering,
and construction parameters. Changes in any of these inputs could cause a
significant change in the resources and reserves determined which in turn could
have a material effect on the carrying value of mineral property interests, and
buildings and equipment.

The carrying value of mineral properties is also dependant on
the valuation used for the common shares of the Company issued for the
acquisition of mineral properties. The value of the common shares issued is the
price of the common shares of the Company at the date of issuance to effect the
acquisition.

Site restoration costs (asset retirement
obligations)

Upon the completion of any mining activities, the Company will
ordinarily be required to undertake environmental reclamation activities in
accordance with local and/or industry standards. The estimated costs of these
reclamation activities are dependent on labour costs, the environmental impacts
of the Company's operations, the effectiveness of the chosen reclamation
techniques, and on applicable government environmental standards. Changes in any
of these factors could cause a significant change in the reclamation expense
charged in a period.

Future income tax assets and liabilities

The Company uses the asset and liability method of accounting
for income taxes. Future income tax assets and liabilities are computed based
upon differences between the carrying amount of assets and liabilities on the
balance sheet and their corresponding tax values. Future income tax assets also
result from unused loss carry-forwards and other deductions and are recognized
to the extent that they are considered more likely than not to be realized. The
carrying value of future income tax assets is adjusted, if necessary, by the use
of a valuation allowance, to reflect the estimated realizable amount.

Stock-based compensation expense

From time to time, the Company may grant share purchase options
to directors, employees, and service providers. In addition, the Company may
grant share purchase warrants to investors as part of private placement share
offerings, with the value of such warrants initially charged to share capital.
The Company uses the Black-Scholes option pricing model to estimate a value for
these options and warrants. This model, and other models which are used to value
options and warrants, require inputs such as expected volatility, expected life
to exercise, and interest rates. Changes in any of these inputs could cause a
significant change in the stock-based compensation expense charged in a period
and / or the value of the warrants charged to share capital.

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

Year Ended March 31, 2008 (2008) versus Year Ended March
31, 2007 (2007)

The net loss for the year ended March 31, 2008 increased to
$3,566,300 compared to a net loss of $1,376,438 in 2007. The increase in loss
was mainly due to an increase in exploration activities compared to the previous
year.

---

- 37 -

Exploration expenses for the year ended March 31, 2008,
excluding stock-based compensation, increased to $3,066,939, compared to
$1,033,060 in 2007. This increase was due to a greater number of exploration
programs being carried out in British Columbia. The major exploration
expenditures during the year were geological (2008  $1,721,493; 2007 
$635,870), site activities (2008  $372,491; 2007  $64,297), and assay and
analysis (2008  $283,281; 2007  $162,429). Option payments related to mineral
property interests increased to $60,000, compared to option payments of $25,000
made for the previous year.

The major administrative costs during the year were salaries
and benefits (2008  $257,060; 2007 $229,024), office and administration (2008
 $183,842; 2007  $150,163), conference and travel (2008 $93,829; 2007 
$60,402), management and consulting (2008  $48,795; 2007  $54,714), and
shareholder communication (2008  $72,860; 2007  $51,857). The increase in
administrative costs was mainly due to increased exploration activities.

Interest and other income decreased to $315,812 in 2008
compared to $333,737 in 2007. The change in total interest income is
attributable to the following factors:

| | 1. | Interest earned on cash and cash equivalent increased to
      $262,183 in 2008, compared to $140,860 in 2007. This increase was due to
      higher cash balance in 2008 mainly because of issuance of common shares
      during the last quarter of fiscal year 2007, repayment of loan to a
      related party in first quarter of 2008 and exercise of share warrants in
      2008.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | In 2008, $53,629 was recorded on a promissory note on
      funds lent to a related party, Rockwell Ventures Inc. (now renamed
      "Rockwell Diamonds Inc."), as compared $192,877 in 2007. (See Item 7B  Related Party
  Transactions).                                                                                                                                               

There were no losses on the sale of equipment or write-down of
mineral property interest in 2008, compared with a loss of $1,678 on the sale of
fixed assets and a write-down of mineral property interest of $98,429 recorded
in 2007.

A foreign exchange loss of $138,026 was recorded in 2008,
compared with a gain of $38,098 in 2007. The loss was due primarily to a decline
in the Canadian dollar value of US dollar denominated cash and cash equivalents
held by the Company.

A gain of $68,992 on the sale of marketable securities was
recorded during in 2008, compared with $nil in 2007. The gain resulted from the
sale of 497,993 common shares of Rockwell Diamonds Inc., which the Company had
received as payment for the interest portion of the promissory note to Rockwell
Diamonds Inc. (See Item 7B  Related Party
Transactions).

Year Ended March 31, 2007 (2007) versus Year Ended March
31, 2006 (2006)

The Company had net loss of $1,376,438 in 2007 compared to net
loss of $3,840,903 in 2006. The loss in 2007 was lower as a result of decreased
exploration expenditures in British Columbia.

Exploration expenses for 2007, excluding stock-based
compensation, decreased to $1,033,060, from $3,012,825 in 2006, due to a
decrease in the number of exploration programs being carried out in British
Columbia. The major exploration expenditures during the year were geological
(2007  $635,870; 2006 $1,117,544) and assays and analysis (2007  $162,429;
2006  $205,889). The 2007 assays and analysis figure includes $96,030 related
to claim staking costs (2006  $17,084). The decrease in geological expense
during the year was due to wages paid for less geological and geophysical work
conducted in 2007. Assays and analysis expense decreased in 2007 due to lower
levels of exploration activities, as several properties were allowed to lapse
during the year. Other exploration expenses include site

---

- 38 -

activities (2007  $64,297; 2006  $727,397), travel and
accommodation (2007  $46,696; 2006 $92,880), and helicopter expense (2007 
$42,358; 2006  $260,720). Option payments related to mineral property interests
decreased to $25,000 in 2007 from $78,750 in 2006.

Administrative costs for 2007 decreased with the reduction in
corporate activities. Salaries and benefits decreased to $229,024 in 2007 from
$382,254 in 2006. Office and administration rose marginally to $150,163 in 2007
from $137,155 in 2006. Legal, accounting and audit decreased by almost 50% from
$64,160 in 2006 to $33,465 in 2007. Shareholder communication costs also
decreased, from $72,531 in 2006 to $51,857 in 2007, and trust and filing fees
remained constant at approximately $18,000 in both 2006 and 2007.

Interest and other income increased to $333,737 in 2007 from
$129,852 in 2006, reflecting primarily an accrual for the interest income earned
on the $5,500,000, 20%, 90-day promissory note to Rockwell Diamonds Inc.
(See Item 7B  Related Party
Transactions).

The gain on sale of marketable securities was $nil in 2007, vs.
$92,887 in 2006, as all marketable securities were disposed of in 2006. The
write down of marketable securities was $nil in 2007, compared to $190,392 in
2006. The write down of mineral property interests was $98,429 in 2007, as the
remaining balances related to the Buck and Nechako properties were written off.
The 2006 write down of $10,000 related to the Witch property.

In 2007, stock based compensation totaled $nil, as there were
no options outstanding, or granted during the year. In 2006, a total of $16,282
of stock-based compensation expense was recovered.

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

The Company had cash and cash equivalents of $7,713,995 and
working capital of $7,738,103 as at March 31, 2008, compared to cash and cash
equivalents of $2,916,194 and working capital of $8,664,814 as at March 31,
2007.

The Company did not have any long term liabilities as at March
31, 2008 or 2007 and does not have any long term liabilities as of the date of
this Annual Report.

Planned Exploration Activities

The Company plans to apply its available cash and working
capital to continue exploration of the Company's mineral properties. These
planned exploration activities are summarized in Item
4.B of this Annual Report. At September 24, 2008, the Company had
cash of approximately $3.7 million.

The Company has applied for refundable investment tax credits
under the British Columbia Mining Exploration Tax Credit ("METC") program. The
government department responsible for the administration of the METC program has
audited the claim and as on the date to this report, the final assessment was
awaited. The Company has estimated that it could receive up to approximately
$1.3 million in refunds. The Company records these amounts as received;
consequently, as the receipt, amount and timing of such refunds is uncertain,
the Company has not accrued any of these amounts as receivable.

The Company anticipates that its cash and working capital will
be sufficient to enable it to carry out the Company's currently planned
exploration activities as well as for property maintenance requirements and
administrative overhead for the twelve months without obtaining additional
financing.

---

- 39 -

Cash Used in Operating Activities

Cash used in operating activities was $3,652,198 in 2008,
compared to $1,222,791 in 2007 and $4,625,140 in 2006. The annual increase in
cash used in operating activities from 2007 to 2008 is attributable primarily to
the Companys increased levels of exploration activities carried out on its
British Columbia mineral properties. The Company anticipates continuing to use
cash in its operating activities to carry out its exploration programs.

Cash Flows from Investing Activities

Cash flows from investing activities were $5,815,499 in 2008,
compared to cash used in investing activities of $5,496,555 in 2007, and cash
flows from investing activities of $240,292 in 2006. Cash flow from and cash
used in the investing activities in 2008 and 2007, respectively, related
primarily to repayment and extending of a loan of $5,500,000 to a related party
pursuant to a 90-day promissory note. Cash inflows from investing activities in
2008 also included $315,499 in proceeds from the sale of shares of a related
party representing payment of interest on the 90-day promissory note. (See Item 7B  RelatedParty Transactions). Cash flows
provided by investing activities in 2006 were attributable to the disposal of
shares of Yukon Zinc Corporation and Endurance Gold Corporation.

Cash Flows from Financing Activities

Cash flows from financing activities were $2,634,500 in 2008,
compared to $5,097,607 in 2007 and $1,587,402 in 2006. Cash flows from financing
activities in each year were attributable to common shares issued for cash.

Cash flows from financing activities in 2008 were attributable
to the Companys common shares issued pursuant to exercise of share
warrants.

Cash flows from financing activities in 2007 were related to
the completion of a private placement of 10,490,000 units at $0.50 per unit,
consisting of 4,490,000 flow-through units and 6,000,000 non-flow-through units.
Each flow-through unit consisted of one flow-through common share and one
non-flow-through warrant and each non-flow-through unit consisted of one
non-flow-through common share and one warrant. Each warrant entitles the holder
to purchase one non-flow-through common share until January 17, 2009, at a price
of $0.55 per share. In February 2008, the Company offered to the holders of
warrants the right to enter into an agreement with the Company whereby the
existing warrants would be exercisable to acquire flow-through common shares
subject to certain conditions. (See Item 5.F 
TabularDisclosure
of Contractual Obligations).

Cash flows from financing activities in 2006 were primarily due
to the exercise of previously issued warrants, while cash flows from financing
activities in 2005 were related to the exercise of both options and warrants;
all issued as part of private placement transactions in previous years.

Requirement of Financing

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. The Company has issued common share
capital in each of the past three fiscal years pursuant to private placement
financings and exercise of warrants and options. The Companys ability to obtain
additional financing to fund its exploration programs is always uncertain. There
can be no assurance of continued access to significant equity funding.

---

- 40 -

Development of any of the Companys mineral properties beyond
feasibility will require additional equity and possible debt financing, both of
which involve significant risks and have been referred to previously in this
Annual Report. As Amarc is an exploration stage company, it does not have
revenues from operations and, except for interest income from its cash and cash
equivalents and short-term investments, the Company relies on equity funding for
its continuing financial liquidity. The Company does not have any arrangements
or commitments in place for any additional financing that would enable it to
complete development of a project, even in the event of positive feasibility
studies.

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

The Company has no lines of credit or other sources of
financing which have been arranged but are as yet unused.

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.

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

|C. | Research Expenditures
|-- | ---------------------

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

|D. | Trend Information
|-- | -----------------

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

The price of zinc increased from an average of $0.48/lb in 2004
to US$1.47/lb in 2007, increasing from. In 2008 to mid August, zinc prices have
averaged US$0.99/lb. Copper prices have been increasing since late 2003,
averaging US$3.03/lb in 2006. The average price in 2007 was approximately
US$3.22/lb. Prices have continued to be strong in 2008, averaging US$3.64/lb to
mid August. Lead prices increased substantially to average US$1.16/lb over the
2007 year from US$0.60/lb in 2006. In 2008 to mid August, lead prices have
averaged US$1.12/lb.

Gold prices have been increasing for more than three years,
from US$409/oz in 2004 to US$697/oz in 2007. In 2008 to mid August, the gold
price has averaged US$910/oz. The silver price has also increased since 2004,
from an average of US$6.69/oz in 2004 to US$13.38 in 2007. In 2008 to mid
August, the silver price has averaged US$17.34/oz.

---

- 41 -

|E. | Off-Balance Sheet Arrangements
|-- | ------------------------------

Amarc has no off-balance sheet arrangements.

As used in this Item 5E, the
term "off-balance sheet arrangement" means any transaction, agreement or other
contractual arrangement to which an entity, unconsolidated with the Company, is
a party, under which the Company has:

|(a) | any obligation under a guarantee contract that has any of
      the characteristics identified in paragraph 3 of FASB Interpretation No.
      45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others (November 2002)
      ("FIN 45"), as may be modified or supplemented, excluding the types of
      guarantee contracts described in paragraphs 6 and 7 of FIN 45;                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | a retained or contingent interest in assets transferred
      to an unconsolidated entity or similar arrangement that serves as credit,
      liquidity or market risk support to such entity for such assets;                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | any obligation under a derivative instrument that is both
      indexed to the company's own stock and classified in stockholders' equity,
      or not reflected, in the company's statement of financial position;
    or                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | any obligation, including a contingent obligation,
      arising out of a variable interest (as referenced in FASB Interpretation
      No. 46, Consolidation of Variable Interest Entities (January 2003), as may
      be modified or supplemented) in an unconsolidated entity that is held by,
      and material to, the company, where such entity provides financing,
      liquidity, market risk or credit risk support to, or engages in leasing,
      hedging or research and development services with, the
  company.

---

- 42 -

|F. | Tabular Disclosure of Contractual
      Obligations
|-- | ---------------------------------------------------

As at fiscal year end March 31, 2008, the Company had the
following contractual obligations:

Payment due by periodType of Contractual Obligation
    Total
    Less than 1 Year
    1 - 3 Years
    3 - 5 Years
    More than 5
      YearsLong-Term Debt
      Obligations
    
    
    
    
    Capital (Finance)
      Lease Obligations
    
    
    
    
    Operating Lease
      Obligations (Office Lease)
    
    
    
    
    Purchase
      Obligations
    
    
    
    
    Other Long-Term Liabilities Reflected on the Company's
      Balance Sheet under the GAAP of the primary financial statements
    
    
    
    
    Total
    
    
    
    
    


In February 2008, the Company offered to the holders of
warrants the right to enter into an agreement whereby the existing warrants
would be exercisable to acquire flow-through common shares of the Company, in
consideration of immediate commitment from the holders to exercise the warrants.
Consequently, in March 2008, the Company issued 4,440,000 flow-through common
shares pursuant to the exercise of these warrants for total proceeds of
$2,442,000. In accordance with the provisions of the Income Tax Act (Canada),
the Company was obligated to spend the proceeds from the flow-through-shares by
December 31, 2009. As at September 24, 2008, the proceeds from the flow-through
shares issued in March 2008 were fully spent on eligible exploration
activities.

|G. | Safe Harbor
|-- | -----------

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

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- 43 -

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

|A. | Directors and Senior Management
|-- | -------------------------------

Name (1)
    Year born
    Position
    Director or Officer SinceRene G. Carrier
    1944
    Director
    May
      2008David J. Copeland
    1948
    Director
    September 1995Scott D. Cousens
    1964
    Director
    September 1995Robert A.
      Dickinson
    1948
    Chairman of the Board and Director
    April
      1993Paul
      Mann(2)
    1964
    Chief Financial Officer
    July
      2008Jeffrey R. Mason
      (2)
    1957
    Director
    September 1995Diane Nicolson
    1965
    Vice President Corporate Development
    February 2008Ronald W. Thiessen
    1952
    President, Chief Executive Officer and Director
    September 1995Trevor Thomas(2)
    1967
    Secretary
    February 2008


|1. | To the best of the Company's knowledge, none of such
      persons has any family relationship with any other and none were elected
      as a director or appointed as an officer as a result of an arrangement or
      understanding with a major shareholder, customer, supplier, or any other
      party.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                
|2. | In February 2008, Mr. Mason resigned as Secretary of the
      Company and was replaced by Trevor Thomas. In July 2008, Mr. Mason
      resigned as Chief Financial Officer and was replaced by Paul
  Mann.                                                                                                   

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

RENE CARRIER  Director

Rene Carrier is a past Vice-President of Pacific International
Securities Inc. where he worked for ten years, until 1991. Since that time he
has been President of Euro-American Capital Corporation, a private company which
specializes in restructuring, administration, and raising venture capital funds
for junior companies.

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

Company
    Positions Held
    From
    ToAmarc Resources
      Ltd.
    Director
    May 2008
    PresentChartwell
      Technology Inc.
    Director
    June 1991
    April
      2007Continental
      Minerals Corporation
    Director
    February 2001
    PresentInternational
      Royalty Corporation
    Lead
      Director
    June 2003
    PresentQuartz Mountain Resources Ltd.
    Director
    January 2000
    PresentPresident
    June 2005
    PresentRockwell Diamonds
      Inc.
    Director
    April 1993
    Present


---

- 44 -

DAVID COPELAND, P.Eng. 
Director

David 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
companies for which Hunter Dickinson Services Inc. (formerly Hunter Dickinson
Inc.) provides services. He is also a director of Hunter Dickinson Services
Inc.

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

Company
    Positions Held
    From
    ToAmarc Resources
      Ltd.
    Director
    September 1995
    PresentAnooraq Resources
      Corporation
    Director
    September 1996
    September 2004Continental Minerals Corporation
    Director
    November 1995
    PresentPresident & CEO
    January 2008
    PresentFarallon Resources
      Ltd.
    Director
    December 1995
    PresentGreat Basin Gold
      Ltd.
    Director
    February 1994
    PresentNorthern Dynasty
      Minerals Ltd.
    Director
    June
      1996
    PresentRockwell Diamonds Inc.
    Director
    September 2006
    PresentChief
      Executive Officer
    September 2006
    September 2007Chairman
    September 2007
    PresentTaseko Mines
      Limited
    Director
    March
      1994
    Present


SCOTT COUSENS  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources
      Ltd.
    Director
    September 1995
    PresentAnooraq Resources
      Corporation
    Director
    September 1996
    PresentContinental
      Minerals Corporation
    Director
    June
      1994
    PresentFarallon Resources
      Ltd.
    Director
    December 1995
    April
      2007Great Basin Gold
      Ltd.
    Director
    March
      1993
    November 2006Northern Dynasty
      Minerals Ltd.
    Director
    June
      1996
    PresentRockwell Diamonds
      Inc.
    Director
    November 2000
    PresentTaseko Mines
      Limited
    Director
    October 1992
    Present


---

- 45 -

ROBERT DICKINSON, B.Sc., M.Sc. 
Chairman of the Board and Director

Robert Dickinson is an economic geologist who serves as a
member of management of several mineral exploration companies, primarily those
for whom Hunter Dickinson Services Inc. (formerly 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 40 years. He is a director of Hunter Dickinson Services Inc. (formerly
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 five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    April
      1993
    PresentCo-Chairman
    September 2000
    April
      2004Chairman
    April
      2004
    PresentAnooraq Resources Corporation
    Director
    November 1990
    September 2004Director
    October 2004
    PresentChairman
    April
      2004
    September 2004Co-Chairman
    October 2004
    PresentContinental Minerals Corporation
    Director
    June
      2004
    PresentChairman
    June
      2004
    January 2006Co-Chairman
    January 2006
    December 2006Detour Gold
      Corporation
    Director
    August
      2006
    PresentFarallon Resources Ltd.
    Director
    July
      1991
    April
      2007Chairman
    April
      2004
    September 2004Co-Chairman
    September 2004
    April
      2006Great Basin Gold Ltd.
    Director
    May
      1986
    November 2006Co-Chairman
    September 2000
    April
      2004Chairman
    April
      2004
    December 2005Co-Chairman
    December 2005
    November 2006Northern Dynasty Minerals Ltd.
    Director
    June
      1994
    PresentCo-Chairman
    November 2001
    April
      2004Chairman
    April
      2004
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    September 2006Chairman
    November 2000
    September 2006Taseko Mines Limited
    Director
    January 1991
    PresentChairman
    April
      2004
    July
      2005Co-Chairman
    July
      2005
    May
      2006


---

- 46 -

JEFFREY MASON, B.Comm., CA 
Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentSecretary
    September 1995
    February 2008Chief
      Financial Officer
    September 1998
    July
      2008Anooraq Resources Corporation
    Director
    April
      1996
    September 2004Secretary
    September 1996
    September 2007Chief
      Financial Officer
    February 1999
    June
      2007Coastal Contacts
      Inc.
    Director
    October 2006
    July
      2008Continental Minerals Corporation
    Director
    June
      1995
    February 2008Secretary
    November 1995
    February 2008Chief
      Financial Officer
    June
      1998
    February 2008Detour Gold Corporation
    Chief Financial Officer and
      Secretary
    July 2006
    December 2007Farallon Resources Ltd.
    Director
    August
      1994
    February 2008Secretary
    December 1995
    December 2007Chief
      Financial Officer
    December 1997
    December 2007Great Basin Gold Ltd.
    Director
    February 1994
    November 2006Secretary
    February 1994
    November 2006Chief
      Financial Officer
    June
      1998
    November 2006Northern Dynasty Minerals Ltd.
    Director
    June
      1996
    July
      2008Secretary
    June
      1996
    July
      2008Chief
      Financial Officer
    June
      1998
    July
      2008Quartz Mountain
      Resources Ltd.
    Principal Accounting Officer
    January 2005
    February 2008Rockwell Diamonds Inc.
    Director
    November 2000
    September 2007Chief
      Financial Officer
    November 2000
    April
      2007Slater Mining
      Limited
    Director
    July
      2008
    Present


---

- 47 -

Company
    Positions Held
    From
    ToTaseko Mines Limited
    Director
    February 1994
    July
      2008Secretary
    February 1994
    June
      2008Chief
      Financial Officer
    November 1998
    June
      2008


RONALD THIESSEN, CA  President, Chief
Executive Officer and Director

Ronald Thiessen is a Chartered Accountant with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is employed by Hunter
Dickinson Services Inc. (formerly 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 Services Inc. (formerly Hunter Dickinson Inc.)
Mr. Thiessen is, or was within the past five years, an officer and/or director
of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief Executive Officer
    September 2000
    PresentAnooraq Resources Corporation
    Director
    April
      1996
    PresentPresident and Chief Executive Officer
    September 2000
    August 2007Continental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief
    September 2000
    January 2006Executive OfficerCo-Chairman
    January 2006
    PresentDetour Gold
      Corporation
    Director and Chairman
    July
      2006
    PresentFarallon Resources Ltd.
    Director
    August
      1994
    PresentPresident and Chief Executive Officer
    December 1999
    September 2004Co-Chairman
    September 2004
    December 2005Chairman
    December 2005
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    November 2006Chairman
    November 2006
    Present


---

- 48 -

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    November 2001
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    September 2007President and Chief Executive Officer
    November 2000
    September 2006Chairman
    September 2006
    September 2007Taseko Mines Limited
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    July 2005Co-Chairman
    July
      2005
    May
      2006Chairman
    May
      2006
    PresentTri-Gold Resources
      Corp.
    Director
    July
      1992
    December 2006


DIANE NICOLSON, PhD  Vice President,
Corporate Development

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

Dr. Nicolson joined Hunter Dickinson in 2007 as a member of the
global business development team; her broad international experience has
significantly assisted the advancement of the company's efforts.

Dr. Nicolson was appointed Vice President, Corporate
Development in February 2008 and is responsible for management, strategic
planning and new project development for Amarc Resources Ltd.

PAUL MANN, CA  Chief Financial
Officer

Paul Mann has over 15 years of progressive experience in the
mining sector, as Controller of Dayton Mining and De Beers Canada Mining,
Corporate Controller at Eldorado Gold and at Hunter Dickinson, as Vice President
Finance for Crew Gold, and as Chief Financial Officer of North Pacific
Geopower.

He has been with the Hunter Dickinson group since 2002, and
since 2007 has served as Director of Finance and Reporting for the Hunter
Dickinson group of companies, overseeing all accounting, regulatory and
securities compliance and reporting, as well as treasury and taxation for the
group.

TREVOR THOMAS, LLB 
Secretary

Trevor Thomas has practiced in the areas of corporate
commercial, corporate finance, securities and mining law for over 12 years, both
in private practice environment as well as in-house positions and is currently
in-house legal counsel for Hunter Dickinson Services Inc. Prior to joining
Hunter Dickinson Services Inc., he served as in-house legal counsel with Placer
Dome Inc.

---

- 49 -

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

Company
    Positions Held
    From
    ToNorthern Dynasty
      Minerals Ltd.
    Secretary
    February 2008
    PresentAmarc Resources
      Ltd.
    Secretary
    February 2008
    PresentAnooraq Resources
      Corporation
    Asst
      Secretary
    November 2007
    PresentContinental
      Minerals Corporation
    Secretary
    February 2008
    PresentFarallon Resources
      Ltd.
    Secretary
    December 2007
    PresentRockwell Diamonds
      Inc.
    Secretary
    February 2008
    PresentTaseko Mines
      Limited
    Secretary
    August
      1, 2008
    Present


|B. | Compensation
|-- | ------------

During the Company's financial year ended March 31, 2008, the
aggregate cash compensation paid or payable by the Company or its subsidiaries
to its directors and senior officers, all of whose financial statements are
consolidated with those of the Company, was $74,887.

Ronald W. Thiessen, President and Chief Executive Officer and
Jeffrey R. Mason, Chief Financial Officer and Secretary are each a 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:

SUMMARY COMPENSATION
      TABLEName and Principal
      Position
    Year
    Annual Compensation
    Long Term Compensation
    All Other Compensation ($)Salary ($)
    Bonus ($)
    Other Annual
      Compensation ($)
    Awards
    PayoutsSecurities Under Options/SARs
      Granted (#)
    Restricted Shares or Restricted
      Share Units ($)
    LTIP Payouts ($)Ronald W. Thiessen Chief Executive Officer,
      President
    2008 2007 2006
    44,464 46,121 155,127
    Nil 1,784 Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil NilJeffrey R. Mason(2)Chief Financial
      Officer, Secretary
    2008 2007 2006
    30,423 30,504 92,835
    Nil 1,784 Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil


(1) Mr. Mason resigned as Secretary in February 2008 and as
Chief Financial Officer in July 2008.

Long-Term Incentive Plan Awards

A long term incentive plan ("LTIP") is "a plan providing
compensation intended to motivate performance over a period greater than one
financial year" and does not include option or stock appreciation rights
("SARs") plans or plans for compensation through shares or units that are
subject to restrictions on resale.

---

- 50 -

The Company did not award any LTIPs to any Named Executive
Officer during the most recently completed financial year.

Share Options

The only equity compensation plan which the Company has in
place is its share option plan (See Item
6.EShare Option
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 and consultants of the Company
or a subsidiary of the Company. The Plan provides that the number of common
shares issuable under the Plan, together with all of the Companys other
previously established or proposed share compensation arrangements, may not
exceed 10% of the total number of issued and outstanding common shares under the
Plan. No option was granted during the 2008 fiscal year and as at March 31,
2008, there are no options outstanding. All options expire on a date not later
than five years after the date of grant of such option, for a Tier 2
Company.

Termination of Employment, Change in Responsibilities and
Employment Contracts

There is no written employment contract between Amarc and the
Named Executive Officers.

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

Pension Plans

There is no defined benefit or actuarial plan in place for the
Company.

|C. | Board Practices
|-- | ---------------

Mr. Carrier was appointed as director in May 2008. All other
directors were elected at the September 27, 2007 annual general meeting. All
directors have a term of office expiring at the next annual general meeting of
Amarc, scheduled to be held September 29, 2008. All officers have a term of
office lasting until their removal or replacement by the board of directors (the
Board).

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

General

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

---

- 51 -

1. Board of Directors

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

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

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

2. Other Directorships

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

3. Orientation and Continuing Education

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

4. Ethical Business Conduct

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

5. Nomination of Directors

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

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

---

- 52 -

6. Compensation

The Board determines the compensation for the Chief Executive
Officer. Except for Mr. Carrier, the directors do not receive cash compensation
for acting in their capacity as directors. Mr. Carrier received $10,000 for his
services as a director for the period from May 16, 2008 to August 31, 2008. He
receives $1,250 per month for the remainder of fiscal 2009.

7. Other Board Committees

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

8. Assessments

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

AUDIT COMMITTEE

The Audit Committees Charter

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

Composition of the Audit Committee

The members of the audit committee are Rene Carrier, Scott
Cousens and Robert Dickinson. All members are financially literate.

Relevant Education and Experience

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

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

Audit Committee Oversight

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

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

---

- 53 -

Pre-Approval Policies and Procedures

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

Exemptions

Pursuant to section 6.1 of Multilateral Instrument 52-110 (MI
52-110), the Company is exempt from the requirements of Parts 3 and 5 of MI
52-110 in respect of the composition of its audit committee and in respect of
its reporting obligations under MI 52-110 for the year ended March 31, 2007, by
virtue of the Company being a "venture issuer". This exemption exempts a
"venture issuer" from, among other things, the requirement to have 100% of the
members of its audit committee be independent, as would otherwise be required by
MI 52-110.

|D. | Employees
|-- | ---------

At September 24, 2008, Amarc had no direct employees. Amarcs
administrative and exploration functions are primarily administered through
Hunter Dickinson Services Inc. (SeeItem 7-
MajorShareholders
and Related Party Transactions).

|E. | Share Ownership
|-- | ---------------

Security Holdings of Directors and Senior Management

As at September 24, 2008, the directors and officers of Amarc
and their affiliates, directly and indirectly, own or control as a group an
aggregate of 14,038,417 common shares (20.72%), or 14,628,417 (21.60%) on a
diluted basis.

As at September 24, 2008, the Company's directors and senior
management beneficially own the following number of the Company's common shares,
options and warrants:

---

- 54 -

Name of Insider
    Securities Beneficially Owned or
      Controlled
    As a % of the outstanding
      Common SharesRene G. Carrier
    25,000 Common Shares 70,000 Options
      (2)Nil Warrants
    0.4%David J. Copeland
    869,500 Common Shares 70,000 Options
      (2)Nil Warrants
    1.28%Scott D. Cousens
    539,000 Common Shares 70,000 Options
      (2)Nil Warrants
    0.8%Robert A. Dickinson(1)
    6,106,409 Common Shares 70,000 Options
      (2)Nil Warrants
    9.0%Paul Mann
    Nil Common Shares 50,000 Options
      (2)Nil Warrants
    0%Jeffrey R. Mason
    4,196,000 Common Shares 70,000 Options
      (2)Nil Warrants
    6.2%Diane Nicolson
    313,000 Common Shares 50,000 Options
      (2)Nil Warrants
    0.5%Ronald W. Thiessen
    1,969,008 Common Shares 70,000 Options
      (2)Nil Warrants
    2.9%Trevor Thomas
    20,000 Common Shares 50,000 Options
      (2)20,000 Warrants (3)
    0.03%Total
    14,038,417 Common Shares 570,000
      Options 20,000 Warrants
    20.72%


|Note:
|-----
|1.   
|2.   
|3.   

---

- 55 -

Share Option Plan

As at September 24, 2008, 1,828,200 options were outstanding
pursuant to the Company's share option plan, and an aggregate of 4,945,747
common shares were available for issuance, pursuant to the Companys share
option plan, described below.

|(a) | Incentive Options
|--- | -----------------

|1. | Share Incentive Plan
|-- | --------------------

In order to provide incentive to
directors, officers, employees, management and others who provide services to
the Company to act in the best interests of the Company, the Company has adopted
a Share Incentive Plan (the "Plan").

At the Company's annual general meeting
(the "Meeting") held on September 28, 2006, shareholders confirmed the Companys
share option plan, previously approved by the shareholders on September 21,
2004. The Plan is based on the maximum number of eligible shares equaling a
rolling percentage of up to 10% of the Company's outstanding common shares,
calculated from time to time. Pursuant to the Plan, if outstanding options are
exercised, or expire, or the number of issued and outstanding common shares of
the Company increases, the number of options available to grant under the Plan
increases proportionately. The exercise price of each option is set by the board
of directors at the time of grant but cannot be less than the market price.
Options can have a maximum term of five years and typically terminate 90 days
following the termination of the optionee's employment or engagement, except in
the case of retirement or death. Vesting of options is at the discretion of the
board of directors at the time the options are granted.

Eligible Optionees

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

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

Insider Limitations

The number of shares reserved for
issuance under options granted to insiders may exceed 10% of the issued shares,
and, within a twelve month period, the number of options granted to insiders may
exceed 10% of the issued shares.

---

- 56 -

Disinterested Shareholder
Approval

In accordance with the requirements of
the TSX Venture and the terms of the Plan, disinterested shareholder approval
was received at the Meeting.

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

---

- 57 -

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

|A. | Major Shareholders
|-- | ------------------

Major Shareholders

Amarc is a publicly-held corporation, with its shares held by
residents of Canada, the United States of America and other countries. To the
best of Amarcs knowledge, other than as noted below, no person, corporation or
other entity beneficially owns, directly or indirectly, or controls more than 5%
of the common shares of Amarc, the only class of securities with voting rights.
For these purposes, "beneficial ownership" means the sole or shared power to
vote or direct the voting or to dispose or direct the disposition of any
security.

As of September 24, 2008, Amarc had authorized unlimited common
shares without par value, of which 67,739,473 were issued and outstanding.

As September 24, 2008, Robert Dickinson, together with
companies controlled by him, held 6,106,409 common shares of Amarc, representing
9.0% of the common shares outstanding.

As September 24, 2008, Jeffrey Mason held 4,196,000 common
shares of Amarc, representing 6.2% of the common shares outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of September 24, 2008, Amarcs register of shareholders
indicates that Amarcs common shares are held as follows:

|              |  | Number of registered   |  |  |                  |  | Percentage of total |       
|------------- |  | ---------------------- |  |  | ---------------- |  | ------------------- | ------
|Location      |  | shareholders of record |  |  | Number of shares |  | shares              |       
|Canada        |  | 14                     |  |  | 61,019,167       |  |                     | 90.1% 
|United States |  | 9                      |  |  | 3,030,306        |  |                     | 4.5%  
|Other         |  | 5                      |  |  | 3,690,000        |  |                     | 5.4%  
|TOTALS        |  | 28                     |  |  | 67,739,473       |  |                     | 100.0%

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

Transfer Agent

Amarcs securities are recorded on the books of its transfer
agent, Computershare Trust Company of Canada located at 4th Floor, 510 Burrard
Street, Vancouver, B.C. V6C 3B9 (604) 661-0271 in registered form. However, the
majority of such shares are registered in the name of intermediaries such as
brokerage houses and clearing houses (on behalf of their respective brokerage
clients). Amarc does not have knowledge or access to the identities of the
beneficial owners of such shares registered through intermediaries.

---

- 58 -

Control

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

Insider Reports under the British Columbia Securities
Act

Under the British Columbia Securities Act, "insiders"
(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
10 days of the month following a trade in Amarc's securities. Copies of such
reports are available for public inspection at the offices of the British
Columbia Securities Commission, 9th Floor, 701 West Georgia Street, Vancouver,
British Columbia V7Y 1L2, (604) 899-6500 or at the British Columbia Securities
Commission web site, www.bcsc.bc.ca. In
British Columbia, all insider reports must be filed electronically 10 days
following the date of the trade at www.sedi.ca. The public is able to access these reports
at www.sedi.ca.

|B. | Related Party Transactions
|-- | --------------------------

Except as disclosed below, Amarc has not, since April 1, 2007,
and does not at this time propose to:

|(1) | enter into any transactions which are material to Amarc
      or a related party or any transactions unusual in their nature or
      conditions involving goods, services or tangible or intangible assets to
      which Amarc or any of its former subsidiaries was a party;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                
|(2) | make any loans or guarantees directly or through any of
      its former subsidiaries to or for the benefit of any of the following
      persons:                                                                                                                             
|    |                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (d)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (e)                                                                                                                                                                                                                                                                            

Hunter Dickinson Services Inc. (HDSI), formerly Hunter
Dickinson Inc.

HDSI provides management and administrative services to Amarc
pursuant to the Corporate Services Agreement dated June 1, 2008. During the
fiscal year ended March 31, 2008, the Company paid

---

- 59 -

$1,603,106 to HDSI for services and reimbursements of third
party disbursements pursuant to this agreement.

HDSI is a service-provider corporation which has been providing
geological, engineering and administration services for 20 years to companies
that are exploring, developing and producing from mineral properties. HDSI is
owned by 8 public resource companies, including Amarc. The other public
companies that own HDSI include: Anooraq Resources Corporation, Continental
Minerals Corporation, Farallon Resources Ltd., Taseko Mines Limited, Northern
Dynasty Minerals Ltd., Quartz Mountain Resources Ltd., and Rockwell Diamonds
Inc. Amarc and the other public companies listed above each own 12.5% of
HDSI.

As an umbrella organization, HDSI provides both cost and
expertise advantages to the companies through access to a shared
multidisciplinary team of mining and financial professionals. This includes:
management capability, geological, engineering and environmental expertise,
financial acumen, and administrative and support services. In addition, HDSI
organizes and shares leased premises and office and technical equipment for
staff to perform their duties. As of September 24, 2008, HDSI employed or
retained on a substantially full-time basis, 33 geoscientists (of which 13 are
professional geologists/P.Geo.), 16 licensed professional mining, mechanical or
civil engineers (P.Eng.), 18 accountants and approximately 43 administrative and
support personnel.

HDSI resources are made available on an as-needed basis, at
cost. Therefore, each public company pays only for the services it uses. In
addition, HDSI as a representative of the group has contacts in financial
markets, primarily in North America, Europe and Asia.

Amarcs business relationship with HDSI consists of utilizing
the services described above pursuant to a standard (within the group) Corporate
Services Agreement with Hunter Dickinson Services Inc., dated June 1, 2008 (the
"Geological Management and Administration Services Agreement"). Because of cross
membership of many of the boards within the group, certain members of management
and the board of directors of Amarc are also members of the board of HDSI.

HDSI's arrangements are also flexible enough that it is able to
defer collection of monthly service invoices and on occasion, where surplus
funds are available to HDSI, make short term advances to members of the group.
Amarc is not currently indebted to HDSI, except for the balance due in the
ordinary course of its business. The Services Agreement can be terminated by
either party on 60 days notice.

Rockwell Diamonds Inc.

Rockwell Diamonds Inc., formerly named Rockwell Ventures Inc.
("Rockwell"), is a public company with certain directors in common with the
Company. In January 2007, the Company advanced $5,500,000 to Rockwell pursuant
to a 90-day promissory note. Interest on the promissory note was calculated at a
rate of 20% per annum, compounded quarterly. Interest was payable in common
shares of Rockwell, based upon the ten day average closing price, less a 10%
discount. In April 2007, Rockwell repaid the principal amount of the loan,
together with 497,993 common shares of Rockwell at a deemed price of $0.495,
representing payment of interest on the 90-day promissory note. For the year
ended March 31, 2008, interest income of $53,629 was recorded on the promissory
note.

In June 2007, the Company sold its 497,993 common shares of
Rockwell for proceeds of $315,499. A gain of $68,992 was recorded on the
sale.

---

- 60 -

Management / Insiders

In February 2008, the Company offered to the holders of its
share warrants the right to enter into an agreement whereby the existing
warrants would be exercisable to acquire flow-through common shares of the
Company, in consideration of immediate commitment from the holders to exercise
the warrants until March 20, 2008. During the year ended March 31, 2008, the
Company issued 4,440,000 flow-through common shares pursuant to exercise of
share warrants for total proceeds of $2,442,000. The flow-through shares
acquired by the informed persons of the Company were as follow:

Informed Person
      Participation
    Amount
    UnitsRobert Dickinson
    $
      517,000
    940,000Jeffrey Mason
    $
      770,000
    1,400,000Ronald Thiessen
    $
      220,000
    400,000


|C. | Interests of Experts and Counsel
|-- | --------------------------------

Not applicable.

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- 61 -

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

|A. | Consolidated Statements and Other Financial
      Information
|-- | -------------------------------------------------------------

Item 17 of this Form 20-F
contains Amarcs audited consolidated annual financial statements as at March
31, 2008 and 2007 and for each of the years in the three year period ended March
31, 2008.

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 accompanying
financial statements since March 31, 2008, except as disclosed in this Annual
Report on Form 20-F.

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- 62 -

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

|A. | Offer and Listing Details
|-- | -------------------------

Trading Markets

Amarcs common shares have been listed in Canada on the TSX
Venture Exchange since August 1995, under the symbol AHR.

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

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

|       |  | TSX Venture Exchange |  |  | OTCBB  | 
|------ |  | -------------------- |  |  | ------ | 
|       |  | High                 |  |  | Low    | 
|Fiscal |  | (Cdn$)               |  |  | (Cdn$) | 
|2008   |  | 0.78                 |  |  | 0.45   | 
|2007   |  | 0.60                 |  |  | 0.30   | 
|2006   |  | 0.47                 |  |  | 0.22   | 
|2005   |  | 0.75                 |  |  | 0.43   | 
|2004   |  | 0.99                 |  |  | 0.11   | 

|         |  | TSX Venture Exchange |  |  | OTCBB  | 
|-------- |  | -------------------- |  |  | ------ | 
|         |  |                      |  |  |        | 
|         |  | High                 |  |  | Low    | 
|Quarter  |  | (Cdn$)               |  |  | (Cdn$) | 
|Q1, 2009 |  | 0.77                 |  |  | 0.58   | 
|Q4, 2008 |  | 0.78                 |  |  | 0.45   | 
|Q3, 2008 |  | 0.65                 |  |  | 0.50   | 
|Q2, 2008 |  | 0.72                 |  |  | 0.49   | 
|Q1, 2008 |  | 0.70                 |  |  | 0.45   | 
|Q4, 2007 |  | 0.60                 |  |  | 0.41   | 
|Q3, 2007 |  | 0.48                 |  |  | 0.30   | 
|Q2, 2007 |  | 0.39                 |  |  | 0.31   | 
|Q1, 2007 |  | 0.50                 |  |  | 0.35   | 

---

- 63 -

|                      |  | TSX Venture Exchange |  |  | OTCBB  | 
|--------------------- |  | -------------------- |  |  | ------ | 
|                      |  | High                 |  |  | Low    | 
|Month                 |  | (Cdn$)               |  |  | (Cdn$) | 
|September 2008 (up to |  | 0.57                 |  |  | 0.36   | 
|September 24, 2008)   |  |                      |  |  |        | 
|August 2008           |  | 0.66                 |  |  | 0.52   | 
|July 2008             |  | 0.71                 |  |  | 0.55   | 
|June 2008             |  | 0.77                 |  |  | 0.69   | 
|May 2008              |  | 0.72                 |  |  | 0.58   | 
|April 2008            |  | 0.65                 |  |  | 0.59   | 

|B. | Plan of Distribution
|-- | --------------------

Not applicable.

|C. | Markets
|-- | -------

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

|D. | Selling Shareholders
|-- | --------------------

Not applicable.

|E. | Dilution
|-- | --------

Not applicable.

|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.

---

- 64 -

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

|A. | Share Capital
|-- | -------------

Not applicable.

|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. 436691. A copy of the Companys original
Articles of Association was filed as an exhibit with Amarcs initial
registration statement on Form 20-F.

In March 2004, the Company Act (British Columbia) (the
BCCA) was replaced by the Business Corporations Act (British Columbia)
(the BCA). All companies incorporated under the BCCA were required to complete
a transition application to the BCA by March 29, 2006. The directors of the
Company authorized the Company to file a transition application with the
Registrar of Companies and to comply with the BCA. Accordingly, the Company
filed a Notice of Articles on October 2, 2004. The BCA approved the Companys
Notice of Articles and they were also approved by shareholders at the annual
general meeting held on October 12, 2005.

A summary of certain changes under the new articles was
discussed and filed in a prior year with the Companys filing on Form 20-F.

|C. | Material Contracts
|-- | ------------------

Amarcs material contracts as of September 25, 2008:

|(a) | Corporate Services Agreement between Amarc and Hunter
      Dickinson Services Inc. dated June 1, 2008. See
      Item 7B.
|--- | --------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           
|(b) | Mineral property option agreement re acquisition of the
      Bodine property, dated November 14, 2006. See Exhibit 4.3.  
|    |                                                                                                                           
|(c) | Mineral property option agreement re acquisition of the
      Pond property, dated April 29th, 2008. See Exhibit 4.4.     
|    |                                                                                                                           
|(d) | Mineral property option agreement re acquisition of the
      Peak property, dated July 22th, 2008. See Exhibit
4.5.      

|D. | Exchange Controls
|-- | -----------------

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

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 its common shares, other than as provided in the

---

- 65 -

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 Amarcs
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.

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 (i.e. a non-Canadian), unless
after review the Minister responsible for the Investment Act is satisfied that
the investment is likely to be of net benefit to Canada. An investment in
Amarcs 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 over $5 million, 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 of Amarc 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 2008 is $295
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
acquirer 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 or is a cultural
business, as the rules under the Investment Actgoverning those
businesses are different.

Certain transactions relating to the common shares of the
Company 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
|-- | --------

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

---

- 66 -

summary, a "U.S. 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, 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 U.S. 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 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, U.S., state or other foreign income tax law or practice. The tax
consequences to any particular U.S. 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
U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Amarc
will be subject to Canadian withholding tax. Under the Treaty, the rate of
withholding tax on dividends paid to a U.S. Holder is generally limited to 15%
of the gross amount of the dividend (or 5% if the U.S. 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 U.S. Holder's account.

Disposition

A U.S. 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 U.S. Holder is not entitled to relief under the Treaty. A common
share will be taxable Canadian property to a U.S. Holder if, at any time during
the 60 months preceding the disposition, the U.S. Holder or persons with whom
the U.S. 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 U.S. 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.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is, in management's understanding, a discussion
of material United States federal income tax consequences, under current law,
generally applicable to a U.S. Holder (as hereinafter defined) of

---

- 67 -

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 U.S.
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.

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.

U.S. Holders

As used herein, a "U.S. 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 entity created or
organized in or under the laws of the United States or any political subdivision
thereof which has elected to be treated as a corporation for United States
income tax purposes (under Treasury Regulation section 301.7701 -3), 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 U.S. 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 U.S. 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 U.S. 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, U.S. 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 U.S. 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 U.S.

---

- 68 -

Holder's federal income tax liability or, alternatively, may be
deducted in computing the U.S. 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 U.S. 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 U.S. Holder which is an individual, estate or
trust. There are currently no preferential tax rates for long-term capital gains
for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that is
not converted by the recipient into U.S. dollars on the date of receipt, a U.S.
Holder will have a tax basis in the foreign currency equal to its U.S. 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 U.S. dollars, will be ordinary income or loss. However, an
individual whose realized gain does not exceed $200 will not recognize that
gain, 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 U.S. 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 U.S. 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 U.S. Holder will be eligible for the
dividends received deduction.

Under current Treasury Regulations, dividends paid on Amarc
common shares, if any, generally will not be subject to information reporting
and generally will not be subject to U.S. backup withholding tax. However,
dividends and the proceeds from a sale of Amarc common shares paid in the U.S.
through a U.S. or U.S. related paying agent (including a broker) will be subject
to U.S. information reporting requirements and may also be subject to the 28%
U.S. backup withholding tax, unless the paying agent is furnished with a duly
completed and signed Form W-9. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a credit against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS.

Foreign Tax Credit

A U.S. 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 U.S. 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 U.S.
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 U.S. Holder's United States income
tax liability that the U.S. 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 two
specific classes of income: "passive income, and "general income". Dividends
distributed by Amarc will generally constitute

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- 69 -

"passive income" for these purposes. Prior to January 1, 2007,
there were nine specific classes of income rather than the two stated here. The
availability of the foreign tax credit and the application of the limitations on
the credit are fact specific, and U.S. Holders of common shares of Amarc should
consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of Amarc

In general, U.S. 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 U.S. 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 U.S. Holder and are held for more than one year. Deductions for
net capital losses are subject to significant limitations. For U.S. Holders
which are not corporations, any unused portion of such net capital loss may be
carried over to be used in later tax years until such net capital loss is
thereby exhausted. For U.S. 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:

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
foreign investment companies" ("PFIC") which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
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.
In the event that Amarc qualifies as a PFIC for the fiscal year ending March 31,
2008, or in future fiscal years, each U.S. Holder of Amarc is urged to consult a
tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax
situation.

Each U.S. 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 regimes
at the election of such U.S. Holder. The following is a discussion of such
alternative tax regimes applied to such U.S. 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 U.S. 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 U.S. 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,

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- 70 -

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 U.S. 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 U.S. 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 U.S. Holder's holding
period in which Amarc is a PFIC. If the U.S. Holder makes a QEF election in such
first year, i.e., a "timely" QEF election, then the U.S. Holder may make the QEF
election by simply filing the appropriate documents at the time the U.S. Holder
files his tax return for such first year. If, however, Amarc qualified as a PFIC
in a prior year during the U.S. Holder's holding period, then, in order to avoid
the Section 1291 rules discussed below, in addition to filing documents, the
U.S. 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 U.S.
Holder sold his stock on the qualification date or (ii) if Amarc is a controlled
foreign corporation, the U.S. 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 U.S. Holder. For purposes of this discussion, a U.S. 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 U.S. Holder." A U.S. 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 U.S. Holder (including a U.S. 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 U.S. Holder". An Electing U.S. Holder (i) generally
treats any gain realized on the disposition of his Amarc 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 U.S. 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 U.S. 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
U.S. Holders to permit them to make (and maintain) QEF elections with respect to
Amarc. Amarc urges each U.S. 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 U.S. 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 U.S. Holder will be subject to
the rules described above for Electing U.S. Holders in such tax year and any
subsequent tax years in which Amarc qualifies as a PFIC. In addition, the QEF
election remains in effect, although not applicable, with respect to an Electing
U.S. Holder even after such U.S. Holder disposes of all of his or its direct and
indirect interest in the shares of Amarc. Therefore, if such U.S. Holder
reacquires an interest in Amarc, that U.S. Holder will be subject to the rules
described above for Electing U.S. Holders for each tax year in which Amarc
qualifies as a PFIC.

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- 71 -

In the case of a Non-Electing U.S. 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 Amarc
common shares and (ii) certain "excess distributions," as defined in Section
1291(b), by Amarc.

A Non-Electing U.S. Holder generally would be required to pro
rate all gains realized on the disposition of his Amarc common shares and all
excess distributions on his Amarc common shares over the entire holding period
for the common shares. All gains or excess distributions allocated to prior
years of the U.S. 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
U.S. 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 U.S. 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 U.S. Holder.

If Amarc is a PFIC for any taxable year during which a
Non-Electing U.S. Holder holds Amarc common shares, then Amarc will continue to
be treated as a PFIC with respect to such Amarc common shares, even if it is no
longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this
deemed PFIC status by electing to recognize gain (which will be taxed under the
rules discussed above for Non-Electing U.S. Holders) as if such Amarc 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 U.S. Holders beginning after
December 31, 1997, U.S. 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 U.S. 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 U.S. 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 U.S. Holder who makes the mark-to market election will
include in income for each taxable year as ordinary income 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
U.S. Holder's adjusted basis in such common shares. In addition, the U.S. Holder
is allowed a deduction for the lesser of (i) the excess, if any, of such U.S.
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 U.S.
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 U.S. Holders, over (B) the
mark-to-market losses for shares that were allowed as deductions for prior tax
years. A U.S. 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, U.S. Holders should consult
their tax advisor regarding the manner of making such an election. No view is
expressed regarding whether common shares of Amarc are marketable for these
purposes or whether the election will be available.

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- 72 -

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 U.S. 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
U.S. 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 U.S. Holder upon death, for example,
the transferee's basis is generally equal to the fair market value of the
Electing U.S. Holder's common shares as of the date of death under Section 1014
of the Code. The specific tax effect to the U.S. Holder and the transferee may
vary based on the manner in which the common shares are transferred. Each U.S.
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 U.S. 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 U.S. 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 U.S. Holder makes a timely QEF election with respect thereto. Amarc
intends to make the necessary information available to U.S. 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 U.S. 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
dilution of the U.S. Holder's proportionate ownership of the lower-tier PFIC,
including an issuance of additional common shares by Amarc (or an intermediate
entity or the lower tier PFIC). Accordingly, each prospective U.S. Holder should
be aware that he or it could be subject to tax even if such U.S. Holder receives
no distributions from Amarc and does not dispose of its common shares.

Amarc strongly urges each prospective U.S. Holder to consult
a tax advisor with respect to the adverse rules applicable, under the Proposed
Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with
respect to Amarc common shares while Amarc is a PFIC unless the U.S. Holder
makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a
U.S. 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

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States Shareholder"), Amarc could be treated as a controlled
foreign corporation ("CFC") under Subpart F of the Code. This classification
would affect many complex results, one of which is the inclusion of certain
income of a CFC which is subject to current U.S. 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 U.S. tax on their pro rata
shares of increases in the CFC's earnings invested in U.S. property. The foreign
tax credit described above may reduce the U.S. tax on these amounts. In
addition, under Section 1248 of the Code, gain from the sale or exchange of
shares by a U.S. 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 on EDGAR, or 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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|ITEM 11 | QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------------

|(a) | Transaction Risk and Currency Risk
      Management
|--- | ---------------------------------------------------

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

|(b) | Exchange Rate Sensitivity
|--- | -------------------------

Amarcs administrative operations are in Canada. The Company
typically holds most of its funds in Canadian dollars and typically acquires
foreign currency on an as-needed basis and hence it is not significantly
affected by exchange rate risk. The Company does however, from time to time,
invest in US$ denominated short term investments. The Company is exposed to
foreign currency exchange risk on such investments.

The Company currently does not engage in foreign currency
hedging.

|(c) | Interest Rate Risk and Equity Price Risk
|--- | ----------------------------------------

Amarc is equity financed and does not have any debt, other than
routine accounts payable. As such, the Company is not subject to interest rate
change risks.

|(d) | Commodity Price Risk
|--- | --------------------

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

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

Not applicable.

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- 76 -

PART II

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- 77 -

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

Not applicable.

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- 78 -

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

Not applicable.

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- 79 -

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

Internal Controls over Financial Reporting
Procedures

The management of the Company is responsible for establishing
and maintaining adequate internal controls over financial reporting. The
Companys internal control system was designed to provide reasonable assurance
to the Companys management and the board of directors regarding the preparation
and fair presentation of published financial statements. Internal control over
financial reporting 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 Company (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.

The Companys management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of internal control over financial reporting based on the
framework and criteria established in Internal Control  Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that internal control
over financial reporting was effective as of March 31, 2008, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

Disclosure Controls and Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the Exchange Act)). Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed in reports that we file or submit under the Exchange Act.

While our Chief Executive Officer and our Chief Financial
Officer believe that our disclosure controls and procedures provide a reasonable
level of assurance of effectiveness, they do not expect that our disclosure
controls and procedures or internal control over financial reporting will
prevent all errors and fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system will be met.

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

|A. | Audit Committee Financial Expert
|-- | --------------------------------

The board of directors has determined that Mr. Rene Carrier, a
member of the audit committee of the Company, qualifies as a "financial expert"
based on his education and experience analyzing and evaluating financial
statements. Mr. Carrier is independent, as the term is defined by the American
Stock 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 Company's Code of Ethics can be viewed at the
Companys website, www.amarcresources.com.

|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, De Visser Gray LLP for various services.

Services:
    Year ended March 31, 2008
    Year ended March 31, 2007Audit Fees (1)
    $
      20,000
    $
      14,000Audit-Related Fees (2)
    
    Tax Fees (3)
    
    1,500All Other Fees
      (4)
    
    $
      20,000
    $
      15,500


Notes:

- Audit Fees include fees necessary to perform the annual audit and
  quarterly reviews of the Companys consolidated financial statements. Audit
  Fees include fees for review of tax provisions and for accounting
  consultations on matters reflected in the financial statements. Audit Fees
  also include audit or other attest services required by legislation or
  regulation, such as comfort letters, consents, reviews of securities filings
  and statutory audits.
- Audit-Related Fees include services that are traditionally performed by
  the auditor. These audit-related services include employee benefit audits, due
  diligence assistance, accounting consultations on proposed transactions,
  internal control reviews and audit or attest services not required by
  legislation or regulation.
- "Tax Fees" include fees billed for professional services rendered by the
  principal accountant for tax compliance, tax advice, and tax planning. The
  specific services received included a review of the annual corporate tax
  return for tax compliance, together with a review of the tax structure related
  to the Company's Chinese operations.
- "All Other Fees" include fees billed for products and services provided by
  the principal accountant, other than the services reported in (1), (2) or (3)
  above.

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

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itemized service. During such deliberations, the audit
committee assesses, among other factors, whether the services requested would be
considered prohibited services as contemplated by the SEC, and whether the
services requested and the fees related to such services could impair the
independence of the auditors. No material non-audit services were provided by
the Companys auditors during the year ended March 31, 2008.

|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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- 82 -

PART III

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- 83 -

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

The following attached financial statements are incorporated
herein:

|(1) | Report of Independent Registered Public Accounting Firm
      on the consolidated balance sheets as at March 31, 2008 and 2007, and the
      consolidated statements of operations, deficit and cash flows for each of
      the years in the three year period ended March 31, 2008;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(2) | Consolidated balance sheets as at March 31, 2008, and
      2007;                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                       
|(3) | Consolidated statements of operations for each of the
      years in the three year period ended March 31, 2008.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                       
|(4) | Consolidated statements of shareholders equity for the
      periods referred to in (3) above;                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                       
|(5) | Consolidated statements of cash flows for the periods
      referred to in (3) above; and                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                       
|(6) | Notes to the consolidated financial statements referred
      to in (2) through (5) above.                                                                                                                                                                                            

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- 84 -

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

Not applicable. See Item
17.

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- 85 -

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

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

|Exhibit | Description of Exhibit                                                                                                                                                                                                                                                         
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                
|1.1     | Notice of Articles of Incorporation of Amarc                                                                                                                                                                                                                                   
|4.2     | Amended Share Incentive Plan dated September 21, 2004                                                                                                                                                                                                                          
|4.3     | Mineral property option agreement re acquisition of the
      Bodine property, dated November 14, 2006                                                                                                                                                                         
|4.4     | Mineral property option agreement re acquisition of the
      Pond property, dated April 29th, 2008.                                                                                                                                                                           
|4.5     | Mineral property option agreement re acquisition of the
      Peak property, dated July 22th, 2008.                                                                                                                                                                            
|11.1    | Code of Ethics                                                                                                                                                                                                                                                                 
|12.1    | Certification of Chief Executive Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                      
|12.2    | Certification of Chief Financial Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                      
|13.1    | Certification of Chief Executive Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes- Oxley Act of 2002                                                                          
|13.2    | Certification of Chief Financial Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes- Oxley Act of 2002                                                                          
|99.1    | Consolidated balance sheets as at March 31, 2008 and
      2007; consolidated statements of operations and deficit, cash flows and
      notes thereto for the years ended March 31, 2008, 2007, and 2006, together
      with the Report of Independent Public Accounting Firm

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- 86 -

SIGNATURES

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

AMARC RESOURCES LTD.

|/s/ Paul Mann             | 
|------------------------- | 
|                          | 
|PAUL MANN                 | 
|Chief Financial Officer   | 
|                          | 
|DATED: September 24, 2008 | 

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