---

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, 2010

OR

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

OR

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

For the transition period from _______________ to
_______________

Commission file number 0-49869

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

BRITISH COLUMBIA, CANADA(Jurisdiction
of incorporation or organization)

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

Paul Mann, Chief Financial OfficerFacsimile No.:
604-684-8092Suite 1020, 800 West Pender StreetVancouver, British Columbia, Canada, V6C 2V6(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of Each Class: **Not applicable**

Name of each exchange on which registered: **Not
applicable**

Securities registered or to be registered pursuant to Section
12(g) of the Act: Common shares, 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: 83,839,473 common shares as of March 31, 2010

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

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- 2 -

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. [   ]
Yes      [X] No

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.[X]
Yes      [   ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).[   ] Yes      [X] No

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

Large accelerated filer [  
]      Accelerated filer [  
]      Non-accelerated filer [X]

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

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

If "Other" has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow: Item 17 [X]     Item 18
[   ]

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[   ] Yes    [X] No

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

|               |                                                                                    | **Page**
|-------------- | ---------------------------------------------------------------------------------- | --------
|               |                                                                                    |         
|ITEM
      1.  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                              | 9       
|               |                                                                                    |         
|ITEM
      2.  | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 10      
|               |                                                                                    |         
|ITEM
      3.  | KEY INFORMATION                                                                    | 11      
|               |                                                                                    |         
|ITEM
      4.  | INFORMATION ON THE COMPANY                                                         | 18      
|               |                                                                                    |         
|ITEM
      4A  | UNRESOLVED STAFF COMMENTS                                                          | 24      
|               |                                                                                    |         
|ITEM
      5   | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 25      
|               |                                                                                    |         
|ITEM
      6   | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 31      
|               |                                                                                    |         
|ITEM
      7   | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 41      
|               |                                                                                    |         
|ITEM
      8   | FINANCIAL INFORMATION                                                              | 44      
|               |                                                                                    |         
|ITEM
      9   | THE OFFER AND LISTING                                                              | 45      
|               |                                                                                    |         
|ITEM
      10  | ADDITIONAL INFORMATION                                                             | 47      
|               |                                                                                    |         
|ITEM
      11  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                         | 57      
|               |                                                                                    |         
|ITEM
      12  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                             | 58      
|               |                                                                                    |         
|ITEM
      13  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 59      
|               |                                                                                    |         
|ITEM
      14  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
      AND USE OF PROCEEDS | 60      
|               |                                                                                    |         
|ITEM
      15  | CONTROLS AND PROCEDURES                                                            | 61      
|               |                                                                                    |         
|ITEM
      16  | AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS                    | 62      
|               |                                                                                    |         
|ITEM
      16A | AUDIT COMMITTEE FINANCIAL EXPERT                                                   | 63      
|               |                                                                                    |         
|ITEM
      16B | CODE OF ETHICS                                                                     | 64      
|               |                                                                                    |         
|ITEM
      16C | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                             | 65      
|               |                                                                                    |         
|ITEM
      16D | EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES                             | 66      
|               |                                                                                    |         
|ITEM
      16E | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS       | 67      
|               |                                                                                    |         
|ITEM
      16F | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT                                       | 68      
|               |                                                                                    |         
|ITEM
      16G | CORPORATE GOVERNANCE                                                               | 69      
|               |                                                                                    |         
|ITEM
      17  | FINANCIAL STATEMENTS                                                               | 70      
|               |                                                                                    |         
|ITEM
      18  | FINANCIAL STATEMENTS                                                               | 71      
|               |                                                                                    |         
|ITEM
      19  | EXHIBITS                                                                           | 72      

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GENERAL

In this Annual Report on Form 20-F, all references to "we",
"Amarc" or the "Company" refer to Amarc Resources Ltd. 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 
"Key Information" for more detailed currency and conversion
information.

Except as noted, the information set forth in this Annual
Report is as of September 22, 2010 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 (IP) Survey
    A geophysical survey used to identify a feature that
      appears to be different from the typical or background survey results when
      tested for levels of electro-conductivity; IP detects both chargeable,
      pyrite-bearing rock and non-conductive rock that has a high content of
      quartz.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.


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Mineral Reserve
    Securities and Exchange Commission Industry Guide 7
      Description of Property by Issuers Engaged or to be Engaged in
      Significant Mining Operations(under the United States
      Securities Exchange Act of 1934, as amended) defines a 'reserve' as that
      part of a mineral deposit which could be economically and legally
      extracted or produced at the time of the reserve determination. Reserves
      consist of: (1) Proven (Measured) Reserves.Reserves for
      which: (a) quantity is computed from dimensions revealed in outcrops,
      trenches, workings or drill holes; grade and/or quality are computed from
      the results of detailed sampling; and (b) the sites for inspection,
      sampling and measurement are spaced so closely and the geologic character
      is so well defined that size, shape, depth and mineral content of reserves
      are well-established. (2) Probable (Indicated) Reserves.Reserves for which quantity and grade and/or quality are computed from
      information similar to that used for proven (measured) reserves, but the
      sites for inspection, sampling and measurement are farther apart or are
      otherwise less adequately spaced. The degree of assurance, although lower
      than that for proven (measured) reserves, is high enough to assume
      continuity between points of observation. As a reporting issuer
      under the Securities Actsof British Columbia and Alberta, the
      Company is subject to National Instrument 43-101 Standards of
      Disclosure for Mineral Projectsof the Canadian Securities
      Administrators. Securities and Exchange Commission Industry Guide 7, as
      interpreted by Securities and Exchange Commission Staff, applies standards
      that are different from those prescribed by National Instrument 43-101 in
      order to classify mineralization as a reserve. Under the standards of the
      Securities and Exchange Commission, mineralization may not be classified
      as a "reserve" unless the determination has been made that the
      mineralization could be economically and legally produced or extracted at
      the time the reserve determination is made. Among other things, all
      necessary permits would be required to be in hand or issued imminently in
      order to classify mineralized material as reserves under Securities and
      Exchange Commission Industry Guide 7. Accordingly, mineral reserve
      estimates established in accordance with National Instrument 43-101 may
      not qualify as "reserves" under SEC standards. The Company does not
      currently have any mineral deposits that have been classified as reserves.


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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. It cannot be assumed that all or any part of Measured Mineral
      Resources, Indicated Mineral Resources, or Inferred Mineral Resources will
      ever be upgraded to a higher category. It also cannot be assumed that any
      part of any reported Measured Mineral Resources, Indicated Mineral
      resources, or Inferred Mineral Resources is economically or legally
      mineable. Further, in accordance with Canadian rules, estimates of
      Inferred Mineral Resources cannot form the basis of feasibility or other
      economic studies. (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, 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.
      In addition, disclosure of resources using "contained ounces" is permitted
      under Canadian regulations; however, the Securities and Exchange
      Commission only permits issuers to report mineralization that does not
      qualify as a reserve as in place tonnage and grade without reference to
      unit measures. As used in this Form 20-F, "resources" are as defined in
      National Instrument 43-101. For the above reasons, information in
      the Company's publicly-available documents containing descriptions of the
      Company's mineral deposits may not be comparable to similar information
      made public by U.S. companies subject to the reporting and disclosure
      requirements under the United States federal securities laws and the rules
      and regulations thereunder.


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- 7 -

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 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.


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". Any statements that are not statements
of historical facts may be deemed to be forward-looking statements. These
statements appear in a number of different places in this Annual Report and, in
some cases, can be identified by words such as "anticipates", "estimates",
"projects", "expects", "intends", "believes", "plans", or their negatives or
other comparable words. The forward-looking 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 Disclosures About Market Risk", 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 statements.
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.

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- 8 -

You are cautioned that forward-looking statements are not
guarantees. The risks and uncertainties that could cause the Company's actual
results to differ materially from those expressed or implied by the
forward-looking statements 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;
- 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.

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- 9 -

ITEM
1.           IDENTITY OF
DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

A.          
DIRECTORS AND SENIOR MANAGEMENT

Not applicable.

B.          
ADVISERS

Not applicable.

C.          
AUDITOR

Not applicable.

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- 10 -

ITEM
2.           OFFER STATISTICS
AND EXPECTED TIMETABLE

Not applicable.

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- 11 -

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, 2010, 2009, 2008, 2007 and 2006.

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"). Additional information is presented to show the differences which would
result from the application of United States generally accepted accounting
principles ("US GAAP") to the Company's financial information. Note 13 to the
audited annual consolidated financial statements for the year ended March 31,
2010 included in this Annual Report provides descriptions of the material
measurement differences between Canadian GAAP and 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, |   |   |         |  
|-------------------------------------- | - | ------- | - | - | --------------------- | - | - | ------- | -
|                                       |   | 2010    |   |   | 2009                  |   |   | 2008    |  
|Plant and Equipment, Net               |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | 38      |   | $ | 54                    |   | $ | 20      |  
|Mineral Property Interests             |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ |        |   | $ |                      |   | $ |        |  
|Total Assets                           |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | 4,688   |   | $ | 3,427                 |   | $ | 7,984   |  
|Total Liabilities                      |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | 33      |   | $ | 33                    |   | $ | 225     |  
|Working Capital                        |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | 4,617   |   | $ | 3,339                 |   | $ | 7,738   |  
|Share Capital                          |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | 36,474  |   | $ | 31,247                |   | $ | 30,747  |  
|Contributed Surplus                    |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | 1,852   |   | $ | 1,714                 |   | $ | 1,470   |  
|Accumulated Other Comprehensive Income |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | (2      | ) | $ |                      |   | $ |        |  
|Accumulated Deficit                    |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | (33,669 | ) | $ | (29,568               | ) | $ | (24,459 | )
|Net Assets                             |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | 4,655   |   | $ | 3,393                 |   | $ | 7,758   |  
|Shareholders' Equity                   |   |         |   |   |                       |   |   |         |  
|Canadian and US
      GAAP             | $ | 4,655   |   | $ | 3,393                 |   | $ | 7,758   |  

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- 12 -

STATEMENT OF OPERATIONS DATA

|(C$000, except per share amounts)                    |   |            |   |   | Year
      Ended March 31, |   |   |            |  
|---------------------------------------------------- | - | ---------- | - | - | -------------------------- | - | - | ---------- | -
|                                                     |   | 2010       |   |   | 2009                       |   |   | 2008       |  
|Interest and other income                            | $ | (24        | ) | $ | (323                       | ) | $ | (385       | )
|General and administrative expenses                  |   | 891        |   |   | 951                        |   |   | 746        |  
|Exploration expenditures                             |   | 3,195      |   |   | 4,619                      |   |   | 3,067      |  
|Stock based compensation (recovery)                  |   |           |   |   |                           |   |   |           |  
|Foreign exchange (gain) loss                         |   | 40         |   |   | (219                       | ) |   | 138        |  
|Loss (gain) on marketable securities                 |   |            |   |   |                            |   |   |            |  
|Canadian GAAP                                        |   |           |   |   |                           |   |   |           |  
|US GAAP                                              |   |           |   |   |                           |   |   |           |  
|Loss on sale of equipment                            |   |           |   |   |                           |   |   |           |  
|Tax related to flow-through financing                |   |           |   |   | 81                         |   |   |           |  
|Write down of accounts receivable                    |   |           |   |   |                           |   |   |           |  
|Write down of mineral property interest              |   |           |   |   |                           |   |   |           |  
|Write down of marketable securities                  |   |           |   |   |                           |   |   |           |  
|Net loss (income) for the year                       |   |            |   |   |                            |   |   |            |  
|Canadian GAAP                                        | $ | 4,102      |   | $ | 5,109                      |   | $ | 3,566      |  
|US GAAP                                              |   | 4,102      |   |   | 5,109                      |   |   | 3,566      |  
|Other Comprehensive Income                           |   |            |   |   |                            |   |   |            |  
|Canadian GAAP                                        | $ | 2          |   | $ |                           |   | $ |           |  
|US GAAP                                              |   |            |   |   |                            |   |   |            |  
|Total Comprehensive Income                           |   |            |   |   |                            |   |   |            |  
|Canadian GAAP                                        | $ | 4,104      |   | $ | 5,109                      |   | $ | 3,566      |  
|US GAAP                                              |   | 4,104      |   |   | 5,109                      |   |   | 3,566      |  
|Basic and diluted net income (loss) per
      share  |   |            |   |   |                            |   |   |            |  
|Canadian GAAP                                        | $ | (0.05      | ) | $ | (0.07                      | ) | $ | (0.06      | )
|US GAAP                                              |   | (0.05      | ) |   | (0.07                      | ) |   | (0.06      | )
|Weighted average number of common shares outstanding |   | 75,376,733 |   |   | 68,465,500                 |   |   | 63,434,763 |  

Reconciliation to US GAAP

As indicated above, note 13 of the audited annual consolidated
financial statements included in this Annual Report provides descriptions of the
material differences between Canadian GAAP and US GAAP for the fiscal years
ended March 31, 2010, 2009, and 2008.

Currency and Exchange Rates

On September 22, 2010, the rate of exchange of the Canadian
dollar, based on the daily noon rate in Canada as published by the Bank of
Canada, was U.S.$1.00 = Canadian $1.0411. Exchange rates published by the Bank
of Canada are available on its website, www.bankofcanada.ca, are nominal quotations  not
buying or selling rates  and are intended for statistical or analytical
purposes.

The following tables set out the exchange rates, based on the
daily noon rates in Canada as published by the Bank of Canada for the conversion
of Canadian Dollars into U.S. Dollars.

For year ended March 312010
      
      2009
      
      2008
      
      2007
      
      2006End of Period
      $1.0158
      
      $1.2613
      
      $1.0265
      
      $1.1529
      
      $1.1671Average for the Period
      $1.0904
      
      $1.1264
      
      $1.0322
      
      $1.1417
      
      $1.1933High for the Period
      $1.2643
      
      $1.3000
      
      $1.1584
      
      $1.1878
      
      $1.2555Low for the Period
      $1.0113
      
      $0.9844
      
      $0.9170
      
      $1.0948
      
      $1.1489


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- 13 -

Monthly High and Low Exchange Rate (Canadian Dollars per US Dollar)High
      LowSeptember 2010 (until September 22, 2010)
      $1.0535
      $1.0264August 2010
      $1.0642
      $1.0158July 2010
      $1.0660
      $1.0284June 2010
      $1.0606
      $1.0199May 2010
      $1.0778
      $1.0116April 2010
      $0.9961
      $1.0201


B.          
Capitalization and Indebtedness

Not applicable.

C.          
Reasons for the Offer and Use of Proceeds

Not applicable.

D.          
Risk Factors

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

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

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 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 commercially recoverable quantities of ore. There can be no
assurance that a commercially mineable ore body exists on any of the Company's
properties.

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

It is impossible to ensure that the current exploration
programs planned by Amarc will result in a profitable commercial mining
operation. Resource exploration is a speculative business and involves a high
degree of risk. 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.

The commercial viability of any mineral deposit that is
identified will be 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.

Even if exploration efforts are successful, significant
capital investment will be required to achieve commercial production.

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. Therefore, even if
exploration efforts are successful, significant capital investment will be
required to achieve commercial production. Among other things, it will be
necessary to complete final comprehensive feasibility studies and, possibly,
further associated exploration and other work that concludes a potential mine 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.

---

- 14 -

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 significant revenues since
inception. The Company's plan of operations involves the completion of
exploration programs 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 any mineral resources that the Company is able to
extract.

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

The Company's success depends on its management and other key
personnel. The loss of the services of one or more of such key personnel could
have a material adverse effect on the Company's business. The Company's ability
to execute its plan of operations, and hence its success, will depend in large
part on the efforts of these individuals. The Company cannot be certain that it
will be able to retain such personnel or attract a high caliber of personnel in
the future.

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

Amarc has a history of losses and expects to incur losses in
the foreseeable future. There can be no assurance that the Company will ever be
profitable. The Company anticipates that the Company will retain any 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, 2010 the Company had working capital of
approximately $4.6 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;
- Halt or delay the development of new projects;
- Reduce funds available for exploration, with the result that depleted
  reserves are not replaced; or

---

- 15 -

- 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 current exploration activities are, and any future
mining operations will be, 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. Future mining operations will also be subject to hazards such as
equipment failure or failure of retaining dams which may result in environmental
pollution and consequent liability. Although precautions to minimize risk in
accordance with industry standards will be taken, such hazards and risks cannot
be completely eliminated. Such occurrences could 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.

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.

---

- 16 -

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.

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 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 exploration and development of the various mineral properties
in which the Company holds interests is dependent upon the Company's ability to
obtain financing through debt financing, equity financing or other means - the
availability of which, on terms acceptable to the Company, cannot be assured.

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

---

- 17 -

"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.

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

As of September 22, 2010, Amarc had 1,725,200 share purchase
options outstanding and 5,000,000 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 in the United States require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.

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

---

- 18 -

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.

B.          
  BUSINESS OVERVIEW

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

British Columbia Mineral Tenure

On January 12, 2005, the Province of British Columbia adopted
an on-line mineral tenure system that includes mineral tenure acquisition and
tenure maintenance procedures, as well as a method of converting previous format
claims (legacy claims) to new format claims (cell claims). All of the Company's
mineral tenures have been converted to cell claims resulting in new tenure
numbers and marginally larger claim boundaries. The mineral 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 date 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.

---

- 19 -

Mineral Properties and Exploration Activities and Plans

Amarc is focused on mineral exploration in south-central
British Columbia ("BC"). It is the aim of the Company to discover and develop a
bulk-tonnage gold-copper deposit that has the potential to deliver both
substantial growth and value to the Company.

In order to achieve its objective, the Company has assembled a
capable and experienced mineral exploration team.

Through its property evaluation efforts, Amarc acquired, by
option agreement, the Newton gold-copper property located in south-central BC.
In late 2009, the Company completed a successful discovery drill program at
Newton. Amarc also acquired, by staking, a 100% interest over approximately
3,300 square kilometers in the prospective Plateau Gold-Copper Belt, which
extends both to the south and to the northwest from the Newton property (see
Figure 1).

The Newton Property

The Newton property is located approximately 110 kilometers
southwest of the City of Williams Lake, BC (see Figure 1). Core drilling by
previous operators at the Newton property tested for porphyry-style copper
mineralization and, in general, returned low grade copper results. However, four
drill holes (06-12, 06-03, 92-04 and 06-11) positioned in the easternmost part
of the area drilled, intercepted 105 metres of 1.20 g/t gold (including 49
metres at 2.33 g/t gold), 95 metres at 0.51 g/t Au, 60 meters of 0.69 g/t gold
and 46 meters of 0.54 g/t gold, respectively. Holes 06-12 and 06-03 also
bottomed in mineralization. Geological interpretation by Amarc suggests the
presence of a bulk-tonnage gold environment.

An initial 14-hole diamond drill program, completed by Amarc in
late 2009, returned broad continuous intervals of bulk-tonnage style gold,
silver, copper and zinc mineralization. Significant assay results from drill
hole sampling are tabulated below. The gold system remains open in all
directions.

---

- 20 -

NEWTON PROJECT ASSAY RESULTS FROM 14-HOLE, 2009 DRILL
PROGRAM

Drill Hole ID
      Incl.
      Hole Dip (degrees)
      Hole Direction
        (degrees)
      From (m)
      To (m)
      Int. (m)
      Au (g/t)
      Ag (g/t)
      Cu (%)
      Zn (%)
      AuEQ1
        (g/t)9001
      
      -45
      90
      3.0
      39.0
      36.0
      0.60
      0.9
      0.01
      0.00
      0.639001
      
      -45
      90
      228.0
      297.0
      69.0
      1.41
      10.9
      0.12
      0.05
      1.859001
      incl.
      -45
      90
      233.1
      234.0
      0.9
      11.19
      22.2
      0.21
      0.87
      12.499001
      incl.
      -45
      90
      252.8
      297.0
      44.2
      1.74
      15.9
      0.17
      0.02
      2.349001
      
      -45
      90
      441.0
      477.0
      36.0
      0.34
      0.6
      0.03
      0.01
      0.429002
      
      -90
      0
      222.0
      255.2
      33.2
      0.96
      2.8
      0.07
      0.01
      1.169002
      incl.
      -90
      0
      234.0
      252.0
      18.0
      1.10
      3.3
      0.09
      0.01
      1.339003
      
      -90
      0
      3.0
      224.5
      221.5
      0.60
      5.6
      0.07
      0.08
      0.879003
      incl.
      -90
      0
      18.0
      39.0
      21.0
      0.71
      2.3
      0.01
      0.00
      0.779003
      incl.
      -90
      0
      96.0
      224.5
      128.5
      0.84
      8.9
      0.10
      0.13
      1.269003
      and
      -90
      0
      156.0
      198.0
      42.0
      1.25
      16.8
      0.20
      0.11
      1.989004
      
      -90
      0
      6.0
      195.0
      189.0
      1.56
      7.9
      0.08
      0.17
      1.959004
      incl.
      -90
      0
      54.0
      195.0
      141.0
      2.01
      10.0
      0.10
      0.22
      2.499004
      and
      -90
      0
      96.0
      195.0
      99.0
      2.76
      12.2
      0.12
      0.26
      3.369004
      and
      -90
      0
      126.0
      195.0
      69.0
      3.79
      9.1
      0.08
      0.30
      4.269004
      and
      -90
      0
      129.0
      132.0
      3.0
      13.47
      14.4
      0.17
      0.12
      14.109004
      and
      -90
      0
      168.9
      195.0
      26.1
      5.54
      12.5
      0.07
      0.31
      6.089005
      
      -90
      0
      12.0
      27.0
      15.0
      0.32
      1.4
      0.04
      0.02
      0.439005
      
      -90
      0
      41.0
      54.0
      13.0
      0.44
      4.4
      0.06
      0.30
      0.819005
      
      -90
      0
      76.0
      163.2
      87.2
      0.50
      7.1
      0.03
      0.55
      1.019005
      incl.
      -90
      0
      88.0
      89.0
      1.0
      16.56
      221.6
      0.30
      2.55
      22.389005
      
      -90
      0
      279.0
      303.0
      24.0
      0.34
      0.8
      0.07
      0.01
      0.489006
      
      -90
      0
      9.0
      306.5
      297.5
      0.26
      2.3
      0.03
      0.13
      0.449006
      incl.
      -90
      0
      78.0
      192.2
      114.2
      0.32
      3.7
      0.03
      0.25
      0.609006
      incl.
      -90
      0
      264.0
      306.5
      42.5
      0.43
      0.6
      0.05
      0.01
      0.539007
      
      -90
      0
      48.0
      252.0
      204.0
      0.33
      4.5
      0.05
      0.11
      0.579007
      incl.
      -90
      0
      48.0
      66.0
      18.0
      0.49
      1.9
      0.04
      0.02
      0.609007
      incl.
      -90
      0
      135.0
      216.0
      81.0
      0.46
      8.0
      0.07
      0.20
      0.859007
      and
      -90
      0
      183.0
      216.0
      33.0
      0.62
      13.4
      0.12
      0.16
      1.179008
      
      -90
      0
      18.0
      42.0
      24.0
      0.44
      6.4
      0.07
      0.07
      0.739008
      
      -90
      0
      123.7
      129.0
      5.3
      0.44
      8.0
      0.08
      0.44
      1.009009
      
      -90
      0
      15.0
      147.9
      132.9
      0.25
      5.9
      0.02
      0.28
      0.559009
      incl.
      -90
      0
      66.0
      114.0
      48.0
      0.36
      6.3
      0.02
      0.28
      0.689010
      
      -90
      0
      35.4
      189.0
      153.6
      0.29
      3.0
      0.03
      0.23
      0.529010
      incl.
      -90
      0
      35.4
      69.0
      33.6
      0.52
      3.2
      0.05
      0.06
      0.729011
      
      -90
      0
      83.4
      207.0
      123.6
      0.44
      2.3
      0.04
      0.11
      0.629011
      incl.
      -90
      0
      149.0
      207.0
      58.0
      0.60
      2.4
      0.04
      0.06
      0.759011
      and
      -90
      0
      186.0
      207.0
      21.0
      1.13
      2.9
      0.05
      0.01
      1.289012
      No reportable intercepts9013
      No reportable intercepts9014
      
      -90
      0
      72.0
      210.0
      138.0
      0.74
      4.2
      0.06
      0.05
      0.959014
      incl.
      -90
      0
      147.0
      210.0
      63.0
      1.17
      6.8
      0.08
      0.05
      1.479014
      and
      -90
      0
      168.0
      207.0
      39.0
      1.45
      6.5
      0.10
      0.06
      1.799014
      and
      -90
      0
      204.0
      207.0
      3.0
      11.70
      50.8
      0.45
      0.06
      13.44


Gold equivalent (AuEQ) is calculated using a gold price of
US$900/oz, a silver price of US$15/oz, a copper price of US$2.50/lb and a zinc
price of US$0.80/lb. Metal recoveries are assumed to be 100%.

The most intensively developed mineralization includes
disseminated sulphides, and appears to be preferentially localized within
pervasively altered volcaniclastic and epiclastic rock units. These host rocks
are characterized by both a high permeability and an anticipated wide geographic
distribution  a permissive environment for bulk-tonnage style
mineralization.

Exploration work in 2010 is aimed at confirming the dimensions
and orientation of the mineralized system at Newton. Induced polarization ("IP")
geophysical and soil sampling surveys, together with geological mapping, are
underway on the property. Initial results from the 2010 IP geophysical survey
have identified a second bulk-tonnage gold target measuring approximately 400
metres by 1,500 metres, located some 450 metres to the south of the 2009
discovery drilling, which is open in all directions.

The results of the 2010 exploration work will be combined with
information from the 2009 drill program and historical data in order to define
the 2010 drill targets. The permit application, which was submitted to the BC
provincial government in December 2009 for a 25-hole diamond drill program, has
been approved.

Newton Property Agreement

In June 2009, Amarc entered into an Option and Joint Venture
Agreement (the "Newton Agreement") with New High Ridge Resources Inc. ("High
Ridge") on the Newton property. Under the terms of the

---

- 21 -

Newton Agreement, Amarc has the right to earn an 80% interest
in the Newton property by making a $60,000 cash payment (paid) and issuing
100,000 Amarc shares (issued) to the underlying owners, funding $240,000 in
exploration expenditures on or before December 31, 2009 (completed) and funding
an additional $4.7 million in exploration expenditures over seven years from the
effective date of the agreement. On exercise of the option by Amarc, the two
parties are to enter into a joint venture agreement. The Newton Agreement is
subject to an underlying option agreement and accompanying amending agreements
with arm's length parties. Pursuant to these underlying agreements, High Ridge
has acquired a 100% undivided interest in all claims held under the underlying
agreement through a series of staged payments, share issuances and exploration
expenditures. The claims held under the Newton Agreement are subject to a 2% net
smelter royalty, which may be purchased for $2 million. Advance annual royalty
payments of $25,000 are required, starting in 2011.

The Plateau Gold-Copper Belt

Amarc has staked approximately 3,300 square kilometres of
additional minerals claims over the under-explored and prospective Plateau
Gold-Copper Belt. The belt extends primarily to the south, and also to the
north, from the Newton property. The Plateau Gold-Copper Belt claims are owned
100% by Amarc. Public domain information indicates that the region has favorable
geology and geochemistry for Newton-style gold deposits and porphyry gold-copper
deposits. Amarc's ground, to the south of Newton, is bordered on the west by
Taseko Mines Limiteds Prosperity gold-copper project, which is at the advanced
permitting-stage..

Amarc has completed a 7,000 line kilometer ZTEM (Z-axis Tipper
Electromagnetic system) airborne geophysical survey over the Newton property,
other regional anomalies and the sector of the Plateau Gold-Copper Belt that
extends south of the Newton property. The ZTEM technology is an innovative
airborne electromagnetic system which provides unparalleled resolution and depth
of investigation and can detect conductors more than one kilometer below
surface. High-sensitivity magnetometry data is collected concurrently. The
geophysical signatures of the Newton mineralization and other known mineral
occurrences in the region have been established, and Amarc is utilizing this
comparative data to assist in the definition of previously unrecognized targets
within the belt.

Initial field evaluation, including prospecting, soil
geochemical sampling and IP geophysical surveys, is underway on selected
targets. Soil sampling has to date defined two significant copper-molybdenum
multi-element anomalies, each exceeding 1,500 metres in length and ranging up to
1,000 metres in width. Both these targets remain open for expansion and are to
be further assessed by ground geophysics. Relevant permit applications submitted
to the provincial government have been approved.

The results of these exploration activities will allow the
prioritization of targets for drill testing later in the season.

The Newton Property and the Plateau Gold-Copper Belt are
located near the City of Williams Lake, a full service regional center which is
approximately 250 kilometres northeast of Vancouver. The region is characterized
by low-lying and gently rolling hills. It is well served by existing
transportation and power infrastructure, supporting a number of operating mines
and late-stage development projects. These include the Gibraltar
copper-molybdenum mine which has been in operation since 1973, the Mount Polley
copper-gold mine which commenced production in 2008, and late-stage development
projects notably the Prosperity gold-copper project described above.

The Sitlika Copper-Zinc Belt

Amarc has suspended all exploration activities along the
Sitlika Belt in north-central BC in order to focus on the Newton project and the
adjacent Plateau Gold-Copper Belt. The Company's land position along the Sitlika
Belt has also been reduced to approximately 217 square kilometres.

Other BC Agreements

The Tulox Property Agreement

The Tulox property is located in the Cariboo region and
comprises an area of 54 square kilometres which was acquired over the period of
2005 to 2007. The Tulox property is underlain by Mesozoic volcanic and
sedimentary rocks which have been intruded by Mesozoic intrusive rocks. These
rocks have been overlain by Cenozoic volcanic and pyroclastic rocks. The Tulox
property hosts gold and gold indicator element anomalies.

In April 2009, Amarc entered into an option agreement with
Tulox Resources Inc. ("Tulox", formerly named Sitec Ventures Corp.) on Amarc's
Tulox Property. Tulox can acquire a 100% interest in the Tulox Property by
making a cash payment of $10,000, expending $2,000,000 on the Tulox Property and
issuing 2,625,000 common shares over four years. Tulox has made the $10,000 cash
payment and issued 350,000

---

- 22 -

common shares to date. Upon preparation of a Preliminary
Assessment or a Prefeasibility Study, Amarc may exercise a one-off Back-In Right
to obtain a 60% interest in the Tulox Property by completing an additional $10
million in exploration expenditures on the Property. The Tulox Property is
subject to a 3% net smelter royalty, which is reduced to 1.2% in the event that
the Back-In Right is exercised by Amarc.

Other Property Interests  BC, Yukon, Saskatchewan

Amarc also has a 5% net profits interest ("NPI") in the 46
mineral claims that comprise the Ana Property in Yukon, and a 2.5% NPI in
a mineral lease over the Mann Lake Property in Saskatchewan. The Company
has no plans to undertake any programs on either of these properties in 2010.

C.          
  ORGANIZATIONAL STRUCTURE

The Company had two wholly-owned subsidiaries, Compania Minera
Amarc SA de CV and Amarc Exploraciones Mineras SA de CV, both of which were
incorporated in Mexico. These subsidiaries were liquidated on February 8, 2010.
The Company also controls and has primary beneficial ownership of the Precious
Exploration Limited Partnership. However, the Company operates directly, and
does not consider either of its subsidiaries or the limited partnership to be
material at this time.

D.          
PROPERTY, PLANT AND EQUIPMENT

All of the Company's active properties are located in British
Columbia. The nature of the Company's interest in various mineral properties is
described above (see item 4B  Business Overview). None of the properties have
any material tangible fixed assets located thereon. The locations of the
currently active properties and details of mineral exploration claims within
British Columbia are shown on Figure 1 and Table 1 respectively (below).

Figure 1. Location of Amarc's Newton project.



Table 1: Claim Information for Amarc's BC Properties.

Program
      Claim
        Numbers
      Size
        (km2)Plateau Gold Including Newton
      208327, 414743, 507905, 507914, 511965, 511967, 514976, 514979,
        514981, 606674, 606675, 606676, 606677, 606678, 606679, 606680, 606681,
        606682, 606683, 606684, 606685, 606686, 606687, 606688, 606689, 606690,
        606691, 606692, 606693, 606694, 606695, 606696, 606697, 606698, 606699,
        606700, 606701, 606702, 606703, 606704, 606705, 606706, 606707, 606708,
        606709, 606710, 606711, 606712, 606713, 606714, 606715, 606716, 606717,
        615743, 615803, 615843, 615863, 616023, 681843, 681844, 681863, 681883,
        681903, 681904, 681923, 681924, 681925, 681926, 681927, 681928, 681929,
        681930, 681931, 681932, 681933, 681943, 681944, 681963, 681964, 681983,
        682003, 682004, 682024, 682025, 682043, 682044, 682063, 682065, 682089,
        682094, 682095, 682098, 682100, 682104, 682106, 682107, 682111, 682112,
        682114, 682116, 682123, 682124, 682143, 682144, 682163, 682164, 682183,
        682184, 682185, 682203, 682204, 682205, 682206, 682207, 682208, 682209,
        682210, 682212, 682213, 682214, 682223, 682225, 682226, 682227, 682228,
        682229, 682230, 682232, 682233, 682234, 682235, 682236,
      3,397


---

- 23 -

**Program**
      Claim Numbers
      **Size (km2)**682243, 682244, 682245, 682246, 682263, 682283, 682284, 682285,
        682286, 682287, 682288, 682289, 682290, 682291, 682303, 682304, 682305,
        682306, 682307, 682308, 682309, 682310, 682311, 682312, 682313, 682315,
        682316, 682317, 682318, 682319, 682320, 682321, 682323, 682324, 682326,
        682327, 682328, 682329, 682330, 682331, 682332, 682333, 682334, 682335,
        682336, 682337, 682338, 682343, 682344, 682345, 682346, 682347, 682348,
        682349, 682350, 682351, 682352, 682353, 682354, 682363, 682364, 682365,
        682366, 682367, 682368, 682369, 682370, 682371, 682372, 682373, 682374,
        682375, 682376, 682377, 682383, 682384, 682403, 682404, 682405, 682406,
        682407, 682408, 682411, 682413, 682414, 682416, 682417, 682418, 682423,
        682424, 682425, 682426, 682427, 682428, 682443, 682444, 682463, 682464,
        682483, 682484, 682503, 682504, 682505, 682506, 682507, 682508, 682509,
        682510, 682511, 682513, 682514, 682515, 682516, 682517, 682518, 682519,
        682520, 682521, 682522, 682523, 682524, 682543, 682563, 682583, 682603,
        682604, 682605, 682606, 682608, 682609, 682610, 682611, 682613, 682614,
        682615, 682616, 682617, 682618, 682619, 682620, 682621, 682622, 682643,
        682644, 682645, 682663, 682684, 682685, 682687, 682704, 682723, 682743,
        682744, 682763, 683343, 684043, 684044, 684045, 684046, 684047, 684048,
        684843, 684863, 684883, 685023, 685025, 685683, 685684, 685685, 685686,
        685687, 685703, 685704, 685705, 685706, 685707, 685708, 685709, 685723,
        685724, 685743, 685763, 685764, 685765, 685767, 685783, 685784, 685785,
        685786, 685803, 685823, 685843, 685844, 685845, 686143, 686323, 686343,
        686363, 686383, 686384, 686385, 686386, 686387, 686388, 686403, 705129,
        705131, 705132, 705134, 705135, 705136, 705137, 705138, 705139, 705140,
        705142, 705143, 705144, 705145, 705146, 705147, 705148, 705149, 705150,
        705151, 705152, 705153, 705154, 705155, 705156, 705157, 705158, 705159,
        705187, 705188, 705189, 705190, 705191, 705192, 705193, 705194, 705195,
        705196, 705197, 705198, 705199, 705200, 705201, 705202, 705203, 705204,
        705205, 705206, 705207, 705208, 705209, 705210, 705211, 705239, 705241,
        705244, 705504, 705505, 705506, 705507, 705508, 705509, 705510, 705512,
        705513, 705514, 705516, 705518, 705520, 705522, 705564, 705566, 705567,
        705569, 705570, 705571, 705572, 705574, 705575, 705577, 705578, 705580,
        705581, 705582, 705583, 705584, 705596, 705597, 705598, 705599, 705600,
        705602, 705603, 705604, 705605, 705606, 705607, 705608, 705609, 705610,
        705611, 705612, 705613, 705614, 705615, 705616, 705617, 705619, 705620,
        705622, 705623, 705624, 705625, 705626, 705627, 705767, 705779, 705780,
        705781, 705782, 705783, 705784, 705785, 705786, 705787, 705788, 705789,
        705790, 705822, 705823, 705824, 705962, 705963, 705964, 705965, 705966,
        705967, 705968, 705969, 705970, 705971, 705972, 705973, 705974, 705975,
        705976, 705977, 705978, 705979, 705980, 705981, 705982, 705983, 705985,
        705986, 705987, 705988, 705989, 705990, 705991, 705992, 705993, 705994,
        705995, 705996, 705997, 705998, 705999, 706001, 706002, 706003, 706004,
        706005, 706006, 706007, 706008, 706009, 706010, 706012, 706013, 706014,
        706015, 706016, 706017, 706018, 706019, 706020, 706021, 706022, 706023,
        706024, 706025, 706026, 706027, 706028, 706029, 706030, 706031, 706032,
        706033, 706034, 706036, 706038, 706039, 706040, 706041, 706042, 706043,
        706045, 706046, 706047, 706048, 706049, 706050, 706055, 706056, 706057,
        706058, 706059, 706060, 706061, 706062, 706063, 706064, 706065, 706067,
        706068, 706069, 706070, 706071, 706072, 706073, 706074, 706076, 706077,
        706078, 706079, 706080, 706081, 706082, 706084, 706085, 706087, 706088,
        706089, 706090, 706091, 706092, 706093, 706094, 706096, 706097, 706098,
        706099, 706100, 706101, 706102, 706104, 706105, 706107, 706143, 706144,
        706146, 706150, 706165, 730662, 730682, 730702, 730722, 730742, 730762,
        730782, 742582, 742602, 742622, 742642, 742662, 742682, 760682, 760702,
        760722, 760762, 760782, 760802, 760822, 760842, 760882, 760902, 760922,
        760942, 760962, 760982, 761002, 761022, 761042, 761062, 761082, 761102,
        761122, 761142, 761162, 761182, 762342, 762362, 762382, 762402, 762422,
        762442, 762462, 762482, 762502, 762522, 762542, 762562, 762582, 762602,
        762622, 762642, 762662, 762682, 762702, 762722, 762742, 762762, 762782,
        762802, 762822, 762842, 762862, 763162, 763202, 763222, 763242, 763262,
        763282, 763302, 763322, 763342, 763362, 763382, 763402, 763422, 763442,
        763462, 763482, 763502, 763522, 763542, 763562, 763582, 763602, 763622,
        763642, 763662, 763682, 763702, 763722, 763742, 763762, 763782, 763802,
        763822, 763842, 763862, 763882, 763902, 763922, 763942, 763962, 763982,
        764002, 764022, 764042, 764062, 764082, 764102, 764122, 764142, 764162,
        764182, 765302, 765322, 765342, 765362, 765402, 765422, 765442, 765462,
        765482, 765502, 765522Sitlika
      542768, 542769, 544623, 544646, 544648, 544649, 545669, 545670,
        545672, 546157, 546160, 574571
      16Tulox 
        Others
      519088, 519090, 519420, 519421, 524206, 524207, 530948, 542443,
        542488, 542489, 542490 
        516565, 545760,
      545762, 556348, 560228, 560236, 560238, 580114, 580119, 580181, 580182,
      580314, 639323, 639397, 704852
      54
        33


---

- 24 -

**ITEM 4A         UNRESOLVED
  STAFF COMMENTS**

None

---

- 25 -

ITEM
5           OPERATING AND
FINANCIAL REVIEW AND PROSPECTS

OVERVIEW

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

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

The following discussion should be read in conjunction with the
audited annual consolidated financial statements for the years ended March 31,
2010, 2009 and 2008 and the related notes accompanying this Annual Report. The
Company prepares its consolidated financial statements in accordance with
Canadian generally accepted principles ("GAAP"). Refer to note 13 to the audited
annual consolidated financial statements which provides 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 of
the accompanying audited consolidated annual financial statements for the years
ended March 31, 2010, 2009 and 2008, and a reconciliation of material
measurement differences between these principles and US GAAP principles is
presented in note 13.

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

- the carrying values of mineral properties,
- 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.

Mineral property interests and related asset retirement
obligations

The acquisition costs of mineral properties are deferred until
the properties are placed into production, sold or abandoned. These costs are
amortized on a unit-of-production basis over the estimated useful life of the
related properties following the commencement of production, or written off if
the properties are sold, allowed to lapse or abandoned, or when impairment has
been determined to have occurred. If the deferred mineral property costs are
determined not to be recoverable over the estimated useful life or are greater
than the estimated fair market value, the unrecoverable portion is charged to
operations in that period.

Mineral property acquisition costs include the cash
consideration and the fair market value of common shares, based on the trading
price of the shares, on the date of issue or as otherwise provided under the
agreement terms for the mineral property interest. Costs for properties for
which the Company does not possess unrestricted ownership and exploration
rights, such as option agreements, are expensed in the period incurred or until
a feasibility study has determined that the property is capable of commercial
production.

Exploration costs and option payments are expensed in the
period incurred. Option payments which are solely at the Company's discretion
are recorded as they are made.

Administrative expenditures are expensed in the period
incurred.

---

- 26 -

The Company reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future net cash
flows expected from the asset. If the carrying amount of the long-lived asset
exceeds its estimated future cash flows, an impairment charge is recognized in
the amount by which the carrying amount of the asset exceeds the fair value of
the asset.

The Company records the fair value of an asset retirement
obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that result from
the acquisition, construction, development and/or normal use of the assets. The
Company also records a corresponding asset value which is amortized over the
same basis as the asset being retired. Subsequent to the initial measurement of
the asset retirement obligation, the obligation is adjusted at the end of each
period to reflect the passage of time (accretion expense) and changes in the
estimated future cash flows underlying the obligation (asset retirement
cost).

The Company has no material asset retirement obligations as the
disturbance at the exploration sites as at March 31, 2010 has been minimal.

Future income tax assets and liabilities

The Company uses the asset and liability method of accounting
for income taxes. Under this method, future income tax assets and liabilities
are computed based on differences between the carrying amount of assets and
liabilities on the balance sheet and their corresponding tax values, generally
using the enacted or substantively enacted income tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Future income tax assets also result from unused loss
carry-forwards and other deductions. Future tax assets are recognized to the
extent that they are considered more likely than not to be realized. The
valuation of future income tax assets is adjusted, if necessary, by the use of a
valuation allowance to reflect the estimated realizable amount.

Under the Canadian Income Tax Act, a company may issue
securities referred to as flow-through shares whereby the investor may claim the
tax deductions arising from the qualifying expenditure of the proceeds by the
company. When resource expenditures are renounced to the investors and the
Company has reasonable assurance that the expenditures will be completed, future
income tax liabilities are recognized (renounced expenditures multiplied by the
effective corporate tax rate), thereby reducing share capital. Previously
unrecognized tax assets may then offset or eliminate the liability recorded.

Stock-based compensation expense

The Company accounts for all non-cash stock-based payments to
non-employees, and employee awards that are direct awards of shares that call
for settlement in cash or other assets, or that are share appreciation rights
which call for settlement by the issuance of equity instruments, using the fair
value method.

Under the fair value method, stock-based payments are measured
at the fair value of the consideration received, or the fair value of the equity
instruments issued, or liabilities incurred, whichever is more reliably
measurable. The fair value of non-cash stock-based payments is periodically
re-measured until counterparty performance is complete, and any change therein
is recognized in the same manner as if the Company had paid cash instead of
paying with or using equity instruments. The cost of non-cash stock-based
payments to service providers that are fully vested and non-forfeitable at the
grant date is measured and recognized at that date. For awards that vest at the
end of a vesting period, compensation cost is recognized on a straight-line
basis; for awards that vest on a graded basis, compensation cost is recognized
on a pro-rata basis over the vesting period.

Consideration received by the Company upon the exercise of
share purchase options and warrants, and the stock-based compensation previously
credited to contributed surplus related to such options and warrants, is
credited to share capital.

A.          
  RESULTS OF OPERATIONS

Year Ended March 31, 2010 ("2010") versus Year Ended March
31, 2009 ("2009")

The net loss for the year ended March 31, 2010 decreased to
$4,102,000 compared to a net loss of $5,109,000 for the previous year. The
decrease in loss was mainly due to a decrease in exploration expenditures in the
current year compared to the previous year.

During the year ended March 31, 2010, the Company received BC
mineral exploration tax credits ("METCBC") in the amount of $252,000, compared
to receipts totaling $1,435,000 in the previous year. These amounts were
credited to "exploration expenses" in the statement of operations.

---

- 27 -

Exploration expenses, excluding METCBC, decreased to
$3,447,000 in the 2010 fiscal year, compared to $6,054,000 in the previous year.
The major exploration expenditures during the year were geological (2010 
$1,755,000; 2009  $2,536,000), drilling (2010  $670,000; 2009  $807,000),
assay and analysis (2010  $252,000; 2009  $596,000), transportation (2010 
$118,000; 2009  $600,000), site activities (2010  $255,000; 2009  $490,000)
and environmental (2010  $108,000; 2009  $15,000).

The major administrative costs during the year were salaries
and benefits (2010  $312,000; 2009 $209,000), office and administration (2010
 $154,000; 2009  $178,000), conference and travel (2010 $48,000; 2009 
$54,000), management and consulting (2010  $23,000; 2009  $58,000), and
shareholder communication (2010  $104,000; 2009  $123,000).

Stock-based compensation expense of $138,000 was charged to
operations during fiscal 2010, compared to $244,000 for fiscal 2009. This is
mainly due to the amortization of a greater number of options granted in fiscal
2009.

A foreign exchange loss of $40,000 was recorded during the year
ended March 31, 2010, compared to a gain of $219,000 in the previous year. The
loss during the current year is primarily attributable to the Company's US
dollar denominated financial assets mainly held in cash and cash equivalents and
due to appreciation of Canadian dollar against the US dollar. At March 31, 2010
the Company held approximately US$100,000 (2009  US$100,000).

During the current year, interest income decreased to $24,000,
compared to $309,000 in the previous year. Interest income in the previous year
was substantially higher than the current year mainly due to interest on the
mineral exploration tax credit received in the previous year.

Year Ended March 31, 2009 ("2009") versus Year Ended March
31, 2008 ("2008")

The net loss for the year ended March 31, 2009 increased to
$5,109,000 compared to a net loss of $3,566,000 for the previous year. The
increase in loss was mainly due to an increase in exploration activities in
current year compared to the previous year.

During the year ended March 31, 2009, the Company received $
1,435,000 in respect of Mineral Exploration Tax Credit ("METCBC"), which amount
was credited to exploration expense. The METC initiative was introduced by the
BC Government to stimulate new economic activity in the province and includes an
enhanced credit for mineral exploration in areas affected by the mountain pine
beetle infestation. There was no such credit received in the prior year.

Exploration expenses, excluding METCBC, for the year ended
March 31, 2009 increased to $6,054,000, compared to $3,067,000 for the previous
year. 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 (2009  $2,536,000; 2008  $1,721,000), drilling (2009 
$807,000; 2008  $nil), transportation (2009  $600,000; 2008  $392,000), assay
and analysis (2009  $596,000; 2008  $283,000), site activities (2009 
$490,000; 2008  $372,000) and engineering (2009  $371,000; 2008  $8,000).

The major administrative costs during the year were salaries
and benefits (2009  $209,000; 2008  $257,000), office and administration (2009
 $178,000; 2008  $184,000), conference and travel (2009  $54,000; 2008 
$96,000), management and consulting (2009  $58,000; 2008  $49,000), and
shareholder communication (2009  $123,000; 2008  $73,000).

Stock-based compensation expense of $244,000 was charged to
operations during fiscal 2009, compared to $nil for fiscal 2008. This is mainly
due to the amortization of a greater number of options granted in fiscal 2009.

Interest and other income decreased to $309,000 for fiscal 2009
compared to $316,000 for the previous year. Interest and other income in 2009
and 2008 mainly consisted of interest on METC-BC and input tax credit, and
interest earned on a $5,500,000 loan to Rockwell Diamonds Inc., respectively.

During the year ended March 31, 2009, the Company paid $81,000
on account of tax related to the 2008 flow-through financing. There was no such
tax recorded during the prior year.

There was a gain of $14,000 on sale of equipment to a related
party during the fiscal year of 2009. There was no gain on the sale of equipment
during the prior year.

A foreign exchange gain of $219,000 was recorded during the
year ended March 31, 2009, compared with a loss of $138,000 in the previous
year. The gain was due primarily to appreciation in value of the Company's US
dollar assets, mainly held in cash and cash equivalents, against the Canadian
dollar.

---

- 28 -

B.          
LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $4,310,000 and
working capital of $4,617,000 at March 31, 2010, compared to cash and cash
equivalents of $2,972,000 and working capital of $3,339,000 at March 31,
2009.

The Company did not have any long term liabilities at March 31,
2010 or 2009 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 22, 2010, the Company had
cash of approximately $2.2 million.

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.

Cash Used in Operating Activities

Cash used in operating activities was $3,895,000 in fiscal
2010, compared to $5,181,000 in 2009 and $3,555,000 in 2008. Cash used in
operating activities was attributable primarily to exploration programs 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 provided by investing activities was $34,000 in 2010,
compared to cash used in investing activities of $74,000 in 2009, and cash
provided by investing activities of $5,815,000 in 2008. Cash provided by
investing activities during the current year represents proceeds from sale of
equipment. Cash used in investing activities in 2009 represents purchase of
equipment. Cash provided by investing activities in 2008 related to repayment of
a loan of $5,500,000 by a related party pursuant to a 90-day promissory note and
proceeds from sale of marketable securities of a related party representing
payment of interest on the 90-day promissory note.

Cash Flows from Financing Activities

Cash provided by financing activities in 2010 was $5,210,000,
compared to $500,000 in 2009, and $2,634,500 in 2008. Cash provided by financing
activities in the current year represents receipts from issuance of 11,000,000
common shares at a price of $0.50 per share pursuant to a private placement,
comprising 4,800,000 flow-through shares and 6,200,000 non-flow-through shares
(refer to Item 5.F). Cash provided by
financing activities in 2009 represents cash received from issuance of 5,000,000
common shares at $0.10 per share pursuant to a private placement. Cash provided
by financing activities in 2008 was attributable to issuance of 4,790,000 common
shares at $0.55 per share pursuant to exercise of share warrants.

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. 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.

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.

---

- 29 -

Financial Instruments

Amarc keeps its financial instruments denominated in Canadian
dollars and US dollars. The Company does not engage in any hedging operations
with respect to currency or in-situ minerals. Funds which are excess to Amarc's
current needs are invested in short term near-cash investments.

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

C.          
  Research Expenditures

Amarc does not carry out any research or development
activities. Please refer to Item 5.A and
Item 5.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.

Although there has been periodic volatility in the gold market,
the average annual price has increased for the past four years. The average gold
price in 2008 was approximately US$872/oz. In response to the global economic
uncertainty that began in mid 2008, gold prices were strong in 2009, with prices
ranging from US$802/oz in early January to US$1,200/oz in early December and
averaging US$974/oz for the year.

Gold prices remain strong in 2010. The average price to the end
of July 2010 is US$1,160/oz.

Copper prices increased significantly between late 2003 and mid
2008, and then declined in late 2008. The average price in 2008 was
approximately US$3.16/lb. Prices in 2009 ranged from US$1.39/lb in early January
to US$3.33/lb at year end, and averaged US$2.34/lb for the year.

Copper prices generally remain strong in 2010, with a slight
weakening to range between US$2.80/lb and US$3.05/lb since mid-May. The average
price the end of July 2010 is US$3.21/lb.

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.

---

- 30 -

F.          
Tabular Disclosure of Contractual Obligations

As at fiscal year end March 31, 2010, 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 Canadian GAAP
      
      
      
      
      Total
      
      
      
      
      


During the year ended March 31, 2010, the Company arranged a
private placement of 11,000,000 of its common shares at a price of $0.50 per
share, consisting of 4,800,000 flow-through shares and 6,200,000
non-flow-through shares for aggregate gross proceed of $5,500,000. In accordance
with the terms of flow-through share agreements, the Company is obligated to
spend the proceeds from the flow-through shares issuance on Canadian Exploration
Expenses ("CEE") by December 31, 2010. At March 31, 2010, approximately
$1,659,000 remained to be 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.

---

- 31 -

ITEM
6           DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES

A.          
Directors and Senior Management

Name (1)
    Yearborn
    Position
    Director orOfficer
      SinceRene G. Carrier
    1944
    Director
    May 2008David J. Copeland
    1948
    Director
    September 1995Scott D. Cousens
    1964
    Director
    September 1995T. Barry Coughlan
    1945
    Director
    February 2009Robert A. Dickinson
    1948
    Chairman of the Board and Director
    April 1993Paul Mann
    1964
    Chief Financial Officer
    July 2008Jeffrey R. Mason
    1957
    Director
    September 1995Diane Nicolson
    1965
    Vice President Corporate Development
    February 2008Ronald W. Thiessen
    1952
    President, Chief Executive Officer and Director
    September 1995Trevor Thomas
    1967
    Secretary
    February 2008


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

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
    PresentFrontera Copper Corporation
    Director
    February 2009
    June 2009Heatherdale Resources Inc.
    Director
    November 2009
    PresentInternational Royalty Corporation
    Lead Director
    June 2003
    February 2010Quartz Mountain
      Resources Ltd.
    Director
    January 2000
    PresentPresident
    June 2005
    PresentRockwell Diamonds Inc.
    Director
    April 1993
    November 2008


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. 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
    PresentContinental Minerals Corporation
    Director
    November 1995
    PresentPresident & CEO
    January 2008
    Present


---

- 32 -

Company
    Positions Held
    From
    ToFarallon Mining Ltd.
    Director
    December 1995
    April 2009Great Basin Gold Ltd.
    Director
    February 1994
    March 2008Heatherdale Resources Inc.
    CEO, President & Director
    November 2009
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    June 2010Rockwell Diamonds Inc.
    Director
    September 2006
    PresentChief Executive Officer
    September 2006
    September 2007Chairman
    September 2007
    PresentTaseko Mines Limited
    Director
    March 1994
    June 2010


Barry Coughlan, B.A.  Director

Barry Coughlan is a self-employed businessman and financier who
over the past 23 years has been involved in the financing of publicly traded
companies. His principal occupation is President and Director of TBC Investments
Ltd., a private investment company.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    February 2009
    PresentContinental Minerals Corporation
    Director
    May 2006
    December 2006Creso Exploration Inc.
    Director
    June 2010
    PresentFarallon Mining Ltd.
    Director
    March 1998
    PresentGreat Basin Gold Ltd.
    Director
    February 1998
    PresentICN Resources Ltd. (formerly Icon Industries Ltd.)
    President, CEO and Director
    September 1991
    February 2010Quartz Mountain Resources Ltd.
    Director
    January 2005
    PresentTaseko Mines Limited
    Director
    February 2001
    PresentQuadro Resources Ltd.
    President and Director
    June 1986
    Present


Scott Cousens  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources Corporation
    Director
    September 1996
    June 2009Continental Minerals Corporation
    Director
    June 1994
    PresentFarallon Mining Ltd.
    Director
    December 1995
    April 2007Great Basin Gold Ltd.
    Director
    March 1993
    November 2006Heatherdale Resources Inc.
    Chairman and Director
    November 2009
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    November 2008Taseko Mines Limited
    Director
    October 1992
    Present


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

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

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

---

- 33 -

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    April 1993
    PresentChairman
    April 2004
    PresentAnooraq Resources
      Corporation
    Director
    October 2004
    June 2009Co-Chairman
    October 2004
    June 2009Continental Minerals
      Corporation
    Director
    June 2004
    PresentChairman
    June 2004
    January 2006Co-Chairman
    January 2006
    December 2006Detour Gold Corporation
    Director
    August 2006
    February 2009Farallon Mining Ltd.
    Director
    July 1991
    April 2007Co-Chairman
    September 2004
    April 2006Great Basin Gold Ltd.
    Director
    May 1986
    November 2006Chairman
    April 2004
    December 2005Co-Chairman
    December 2005
    November 2006Heatherdale Resources Ltd.
    Director
    November 2009
    PresentNorthern Dynasty
      Minerals Ltd.
    Director
    June 1994
    PresentChairman
    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


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 Ltd.,
Corporate Controller at Eldorado Gold Corporation and at Hunter Dickinson, as
Vice President Finance for Crew Gold Corporation, and as Chief Financial Officer
of North Pacific Geopower.

Since 2007 he has served as Executive Manager 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.

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
    PresentContinental Minerals
      Corporation
    Director
    June 1995
    February 2008Secretary
    November 1995
    February 2008Chief Financial Officer
    June 1998
    February 2008


---

- 34 -

Company
    Positions Held
    From
    ToDetour Gold Corporation
    Chief Financial Officer and
      Secretary
    July 2006
    December 2007Farallon Mining 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
    PresentTaseko Mines Limited
    Director
    February 1994
    July 2008Secretary
    February 1994
    June 2008Chief Financial Officer
    November 1998
    June 2008


Diane Nicolson, PhD  Executive Vice President

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 Executive Vice President in February
2008 and is responsible for management, strategic planning and new project
development for Amarc Resources Ltd.

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 a director of Hunter
Dickinson Services Inc., a company providing management and administrative
services to several publicly-traded companies and focuses on directing corporate
development and financing activities.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    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 Executive
      Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentDetour Gold
      Corporation
    Director
    July 2006
    PresentChairman
    July 2006
    March 2009Farallon Mining Ltd.
    Director
    August 1994
    PresentCo-Chairman
    September 2004
    December 2005Chairman
    December 2005
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    Present


---

- 35 -

Company
    Positions Held
    From
    ToPresident and Chief Executive
      Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    November 2006Chairman
    November 2006
    PresentNorthern 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
    PresentQuadro Resources Ltd.
    Director
    July 1992
    December 2006


Trevor Thomas, LLB  Secretary

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

B.          
Compensation

During the Company's financial year ended March 31, 2010, 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 $164,250.

Ronald W. Thiessen, President and Chief Executive Officer, and
Paul Mann, Chief Financial Officer are each a "Named Executive Officers" of the
Company for the purposes of the following disclosure.

The compensation paid to the NEOs during the Company's most
recently completed financial year of March 31, 2010 is as set out below and
expressed in Canadian dollars unless otherwise noted:

Name and principal 
        position
      Salary 
        ($)
      Share- 
        based 
        awards 
        ($)
      Option-based 
        awards(1) 
        ($)
      Non-equity incentive plan 
        compensation 
        ($)
      Pension 
        value 
        ($)
      All other 
        compensation 
        ($)
      Total 
        compensation 
        ($)Annual 
        incentive 
        plans
      Long-term 
        incentive 
        plansRonald Thiessen 
        Chief Executive Officer
      36,250
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      36,250Paul Mann 
        Chief Financial Officer
      20,000
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      20,000


During the fiscal year ended March 31, 2010, Messrs. Thiessen
and Mann did not serve the Company solely on a full-time basis, and their
compensation from the Company is allocated based on the estimated amount of time
spent providing services to the Company.

Pension Plan Benefits

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

Termination and Change of Control Benefits

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

Director Compensation

The compensation provided to the directors, excluding a
director who is already set out in disclosure for a NEO for the Company's most
recently completed financial year of March 31, 2010 is as set out below:

---

- 36 -

Name
      Fees earned
      ($)
      Share- based
      awards ($)
      Option-based
      awards(3) ($)
      Non-equity incentive plan
      compensation ($)
      Pension value
      ($)
      All other compensation
      ($)
      Total ($)Rene G. Carrier (1)
    15,000
    Nil
    Nil
    Nil
    Nil
    Nil
    15,000David Copeland
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilBarry Coughlan (1)
    15,000
    Nil
    3,360
    Nil
    Nil
    Nil
    18,360Scott Cousens (2)
    31,250
    Nil
    Nil
    Nil
    Nil
    Nil
    31,250Robert Dickinson (2)
    46,750
    Nil
    Nil
    Nil
    Nil
    Nil
    46,750Jeffrey Mason
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


Notes:

|1. | Independent directors receive an annual fee of $15,000
      for their services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Pursuant to the Corporate Services Agreement with Hunter
      Dickinson Services Inc., compensation for Messrs. Cousens and Dickinson
      are allocated to the Company on the basis of time spent in respect of the
      Company's business.                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | The options granted in fiscal 2010 were granted pursuant
      to the Share Option Plan. For compensation purposes, the Black- Scholes
      option valuation model has been used to estimate the fair value on the
      date of grant. The Black-Scholes option valuation is calculated using the
      expected life of the share option, expected volatility of the Company's
      Common Share price, expected dividend yield, and the risk-free interest
      rate. The weighted average Black-Scholes grant date fair value for awards
      granted on April 28, 2009 was $0.05, which was 7% of the option exercise
      price.

C.          
Board Practices

All of the Company's directors were elected at the annual
general meeting of shareholders held on September 15, 2010. All directors have a
term of office expiring at the next annual general meeting of the Company's
shareholders. All officers have a term of office lasting until their removal or
replacement by the board of directors (the "Board").

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

General

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

1.   Board of Directors

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

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

The directors of the Company, except Messrs. Coughlan and
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 Employees in this Annual Report gives details
of other reporting issuers of which each director is a director or officer.

---

- 37 -

3.   Orientation and Continuing Education

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

4.   Ethical Business Conduct

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

5.   Nomination of Directors

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

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

6.   Compensation

The Board determines the compensation for independent directors
and executives.

7.   Other Board Committees

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

8.   Assessments

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

AUDIT COMMITTEE

The Audit Committee's Charter

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

Composition of the Audit Committee

The members of the audit committee are Rene Carrier, Barry
Coughlan and Robert Dickinson. All members are financially literate. Mr. Carrier
and Mr. Coughlan are independent.

Relevant Education and Experience

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

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

Audit Committee Oversight

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

---

- 38 -

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

Pre-Approval Policies and Procedures

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

Exemptions From Certain Canadian Audit Committee
Requirements

Pursuant to section 6.1 of National Instrument 52-110 
Audit Committees ("NI 52-110"), as adopted by the Canadian Securities
Administrators (including the British Columbia and Alberta Securities
Commissions which have jurisdiction over the Company, the "CSA"), the Company is
exempt from the requirements of Parts 3 and 5 of NI 52-110 for the year ended
March 31, 2010, by virtue of the Company being a "venture issuer" (as defined in
NI 52-110).

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

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

D.          
  Employees

At March 31, 2010, Amarc had no direct employees. Amarc's
administrative and exploration functions are primarily administered through
Hunter Dickinson Services Inc. (SeeItem 7- Major
Shareholders and Related Party Transactions).

E.          
  Share Ownership

Security Holdings of Directors and Senior Management

As at September 22, 2010, the directors and officers of Amarc,
and their respective affiliates, directly and indirectly, own or control as a
group an aggregate of 18,867,217 common shares (22.5%), or 23,757,217 (20.8%) on
a diluted basis.

As at September 22, 2010, the Company's directors and senior
  management beneficially own the following number of the Company's common shares,
  options and warrants:

Name of Insider
    Securities Beneficially Owned or
      Controlled
    As a % of the
      outstanding Common SharesRene G. Carrier(5)
    75,000 Common shares 70,000
      Options(3)
    0.09%David J. Copeland
    1,049,500 Common shares 70,000
      Options(3)
    1.25%Barry Coughlan(4)(5)
    50,000 Common shares 70,000
      Options(3)
    0.06%


---

- 39 -

Securities Beneficially Owned or
    As a % of the outstandingName of Insider
    Controlled
    Common SharesScott D. Cousens
    148,300 Common shares 70,000 Options
    0.18%Robert A. Dickinson(3)(5)
    10,196,409 Common shares(2)70,000 Options 4,250,000 Warrants(3)
    12.16%Paul Mann
    50,000 Common shares 50,000 Options
    0.06%Jeffrey R. Mason
    4,246,000 Common shares 70,000 Options
    5.06%Diane Nicolson
    563,000 Common Shares 50,000 Options
    0.67%Ronald W. Thiessen
    2,369,008 Common shares 70,000
    2.82%Trevor Thomas
    120,000 Common Shares 50,000 Options
    0.14%Total
    18,867,217 Common Shares 640,000
      Options 4,250,000 Warrants
    22.5%


Notes:

| | 1. | The information as to principal occupation, business or
      employment and Common Shares beneficially owned or controlled is not
      within the knowledge of the management of the Company and has been
      furnished by the respective individuals as filed on SEDI.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                            
| | 2. | Certain of these shares are beneficially owned through a
      private company controlled by Mr. Dickinson, and a Registered Retirement
      Saving Plan (RRSP) owned by Mr. Dickinson.                                                                                   
| |    |                                                                                                                                                                                                                                                                            
| | 3. | Mr. Dickinson holds 4,250,000 share warrants that expire
      on February 9, 2011. Each warrant entitles Mr. Dickinson to purchase one
      Common Share at $0.10 per share.                                                                                             
| |    |                                                                                                                                                                                                                                                                            
| | 4. | Member of the Audit Committee.                                                                                                                                                                                                                                             

Share Option Plan

At September 22, 2010, 1,725,200 options were outstanding
pursuant to the Company's share option plan (the "Plan"), described below, and
an aggregate of 6,658,747 common shares were available for issuance pursuant to
the 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").

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

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

The exercise price of each option is
set by the board of directors at the time of grant based on the market price on
the date preceding the date of grant. Options can have a maximum term of ten
years and typically terminate one year 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.

---

- 40 -

Eligible Optionees

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

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

Insider Limitations

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

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

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

Other Limitations

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

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

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

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

Disinterested Shareholder Approval

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.

---

- 41 -

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 22, 2010, Amarc had authorized unlimited common
shares without par value, of which 83,839,473 were issued and outstanding.
Amarc's authorized share structure also includes a class of preferred shares
without par value and without a maximum number. The preferred shares may be
issued in series on such terms as determined by the Company's directors in
accordance with the class rights and restrictions. No series of preferred shares
has been designated by the board of directors, and no preferred shares are
outstanding.

As at September 22, 2010, Robert Dickinson, together with
companies controlled by him, held 10,196,409 common shares of Amarc,
representing 12.16% of the common shares outstanding.

As at September 22, 2010, Jeffrey Mason held 4,246,000 common
shares of Amarc, representing 5.06% of the common shares outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of September 22, 2010, Amarc's register of shareholders
indicates that Amarc's common shares are held as follows:

|              | Number of registered   |                  |                           
|------------- | ---------------------- | ---------------- | --------------------------
|              | shareholders of record |                  |                           
|Location      | (note 1)               | Number of shares | Percentage of total shares
|Canada        | 17                     | 79,184,167       | 94.45%                    
|United States | 8                      | 2,955,306        | 3.52%                     
|Other         | 1                      | 1,700,000        | 2.03%                     
|TOTALS        | 28                     | 83,839,473       | 100.00%                   

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

|Note 1 | Amarc's securities are recorded on the books of its
      transfer agent, Computershare Trust Company of Canada located at 510
      Burrard Street, Vancouver, Canada (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.
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Control

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

Insider Reports under the Securities Acts of British
Columbia and Alberta

Since the Company a reporting issuer under the Securities Acts
of British Columbia and Alberta, certain "insiders" of the Company (including
its directors, certain executive officers, and persons who directly or
indirectly beneficially own, control or direct more than 10% of its common
shares) are generally required to file insider reports of changes in their
ownership of Amarc's common shares within ten days following the trade (to be
reduced to five days for all trades occurring after October 31, 2010) under
National Instrument 55-104  Insider Reporting Requirements and
Exemptions, as adopted by the CSA. Copies of such reports are available for
public inspection at the offices of the British Columbia Securities

---

- 42 -

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, 2009,
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.

The Company does not have full-time management or employees.
Pursuant to a Corporate Services Agreement dated July 2, 2010 with Hunter
Dickinson Services Inc. ("HDSI"), HDSI provides services, including geological,
corporate development, administrative and management services (collectively the
"Services") to the Company. HDSI is a private company with certain directors in
common with the Company, namely Messrs. Copeland, Cousens, Dickinson and
Thiessen. HDSI provides the Services to several publicly traded companies (one
of which is the Company), and is managed by persons who are directors in common
with the Company.

HDSI has supervised or conducted mineral exploration projects
in Canada (British Columbia, Manitoba, Ontario, Quebec and the Yukon) and
internationally in Brazil, Chile, China, the United States (Nevada and Alaska),
Mexico, and South Africa. HDSI allocates the costs of staff input into projects
based on time records of involved personnel. Costs of such personnel and third
party contractors are billed to the participating public companies (inclusive of
HDSI staff costs and overhead) for amounts that are considered by the Company's
management to be competitive with arm's-length suppliers. During the fiscal year
ended March 31, 2010, Amarc paid approximately $1.5 million (2009  $2.6
million; 2008 -$1.6 million), to HDSI for services pursuant to the management
and administrative services agreement. Advances pursuant to this agreement were
non-interest bearing and due on demand.

Management / Insiders

During the year ended March 31, 2010, the Company arranged a
private placement of 11,000,000 of its common shares at a price of $0.50 per
share, consisting of 4,800,000 flow-through shares and 6,200,000
non-flow-through shares for aggregate gross proceed of $5,500,000 (see Item 5.F).

The numbers of shares acquired by the informed persons of the
Company were as follow:

Informed Person Participation
    Amount
    UnitsRene G. Carrier
    $****
      25,000
    50,000David J. Copeland
    90,000
    180,000Barry Coughlan
    25,000
    50,000Scott D. Cousens
    100,000
    200,000Paul Mann
    25,000
    50,000


---

- 43 -

Informed Person Participation
    Amount
    UnitsJeffrey R. Mason
    25,000
    50,000Diane Nicolson
    25,000
    50,000Ronald W. Thiessen
    200,000
    400,000Trevor Thomas
    25,000
    50,000Total
    $ ****540,000
    1,080,000


C.          
Interests of Experts and Counsel

Not applicable.

---

- 44 -

ITEM
8           FINANCIAL
INFORMATION

A.          
Consolidated Statements and Other Financial Information

Item 17of this Form 20-F
contains Amarc's audited consolidated annual financial statements as at March
31, 2010 and 2009 and for each of the years ended March 31, 2010, 2009 and 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, 2010, except as disclosed in this Annual
Report on Form 20-F.

---

- 45 -

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 (and its predecessors) 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
      OTCBBFiscal YearEnded
      High
      Low
      High
      LowMarch 31,
      (Cdn$)
      (Cdn$)
      (US$)
      (US$)2010
      0.72
      0.16
      0.75
      0.122009
      0.77
      0.07
      0.76
      0.052008
      0.78
      0.45
      0.76
      0.402007
      0.60
      0.30
      0.51
      0.202006
      0.47
      0.22
      0.38
      0.20


TSX Venture Exchange
      OTCBBHigh
      Low
      High
      LowFiscal Quarter
      (Cdn$)
      (Cdn$)
      (US$)
      (US$)Q4, 2010
      0.72
      0.47
      0.70
      0.47Q3, 2010
      0.68
      0.23
      0.75
      0.23Q2, 2010
      0.27
      0.17
      0.24
      0.14Q1, 2010
      0.25
      0.16
      0.24
      0.12Q4, 2009
      0.30
      0.10
      0.24
      0.06Q3, 2009
      0.31
      0.07
      0.37
      0.05Q2, 2009
      0.71
      0.31
      0.68
      0.26Q1, 2009
      0.77
      0.58
      0.76
      0.57


TSX Venture Exchange
      OTCBBHigh
      Low
      High
      LowMonth
      (Cdn$)
      (Cdn$)
      (US$)
      (US$)September 2010 (to September 22, 2010)
      0.65
      0.44
      0.62
      0.41August 2010
      0.49
      0.42
      0.49
      0.40July 2010
      0.51
      0.36
      0.49
      0.34June 2010
      0.49
      0.40
      0.47
      0.30May 2010
      0.50
      0.40
      0.49
      0.37April 2010
      0.55
      0.49
      0.58
      0.48


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.

---

- 46 -

E.          
Dilution

Not applicable.

F.          
Expenses of the Issue

Not applicable.

---

- 47 -

ITEM
10         ADDITIONAL INFORMATION

A.          
Share Capital

Not applicable.

B.          
Memorandum and Articles of Association

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

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

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

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

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

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

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

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

Borrowing Powers

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

Share Certificates

Under the original Articles of Association, a shareholder was
entitled to a share certificate representing the number of shares of the Company
held. Under the BCA, a shareholder is entitled to a share certificate
representing the number of shares of the Company held or a written
acknowledgement of the

---

- 48 -

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

Indemnity Provisions

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

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

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

Alternate Directors

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

Amendment of Articles and Notice of Articles

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

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

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

Shareholders' Meetings

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

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

Officers

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

---

- 49 -

Disclosure of Interest of Directors

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

Creation of Preferred Shares

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

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

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

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

C.          
  Material Contracts

Amarc's only material contract as of September 9, 2010 is:

|(a) | Corporate Services Agreement between Amarc and Hunter
      Dickinson Services Inc. dated June 1, 2008. See
      Item 7Band Exhibit 4.1.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

Other agreements are in the normal course of business.

D.          
  Exchange Controls

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

There is no limitation imposed by Canadian law or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote common shares of the Company, other than as
provided in the Investment Canada Act (Canada) ("Investment Act").

The following discussion summarizes the principal features of
the Investment Act for a non-resident who proposes to acquire common shares of
the Company. It is general only, it is not a substitute for independent legal
advice from an investor's own advisor, and it does not anticipate statutory or
regulatory amendments.

The Investment Act is a federal statute of broad application
regulating the establishment and acquisition of Canadian businesses by
non-Canadians, including individuals, governments or agencies thereof,
corporations, partnerships, trusts or joint ventures (each an "entity").
Non-Canadians proposing to establish a new Canadian business or acquire control
of an existing Canadian business must file either an application for review
(before completing the investment) or a post-closing notification (within 30
days of implementation of the investment) to the Director of Investments, who is
appointed by the Minister of Industry. Whether a post-closing notification or a
full application for review will be required will depend on the type of Canadian
business involved and the value of the business. If an investment is reviewable
under the Investment Act, the Investment Act prohibits implementation of the
investment unless the Minster of Industry is satisfied that the investment is
likely to be of net benefit to Canada.

A non-Canadian would acquire control of the Company for the
purposes of the Investment Act through the acquisition of common shares if the
non-Canadian acquired a majority of the common shares of the Company. Further,
the acquisition of less than a majority but one third or more of the common
shares of the Company would be presumed to be an acquisition of control of the
Company unless it could be established that, on the acquisition, the Company was not
controlled in fact by the acquirer through the ownership of common shares.

---

- 50 -

For a direct acquisition that would result in an acquisition of
control of the Company, subject to the exception for "WTO-investors" that are
controlled by persons who are resident in World Trade Organization ("WTO")
member nations, a proposed investment would be reviewable where the value of the
acquired assets is CAD $5 million or more, or if an order for review was made by
the federal cabinet on the grounds that the investment related to Canada's
cultural heritage or national identity, regardless of the value of the assets of
the Company.

For a proposed indirect acquisition that would result in an
acquisition of control of the Company through the acquisition of a non-Canadian
parent entity, the investment would be reviewable where (a) the value of the
Canadian assets acquired in the transaction is CAD $50 million or more, or (b)
the value of the Canadian assets is greater than 50% of the value of all of the
assets acquired in the transaction and the value of the Canadian assets is CAD
$5 million or more.

In the case of a direct acquisition by or from a "WTO
investor", the threshold is significantly higher, and is adjusted for inflation
each year. The 2010 threshold is CAD$299 million. Other than the exception noted
below, an indirect acquisition involving a WTO investor is not reviewable under
the Investment Act.

The higher WTO threshold for direct investments and the
exemption for indirect investments do not apply where the relevant Canadian
business is carrying on the following businesses that have been deemed to be
sensitive: (i) the production of uranium and the ownership of an interest in a
producing uranium property in Canada; (ii) the provision of any "financial
service"; (iii) the provision of any "transportation service"; or (iv) a
"cultural business".

Certain transactions relating to common shares of the Company
are exempt from the Investment Act, including

|(a) | acquisition of common shares of the Company by a person
      in the ordinary course of that person's business as a trader or dealer in
      securities,                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                   
|(b) | acquisition of control of the Company in connection with
      the realization of security granted for a loan or other financial
      assistance and not for a purpose related to the provisions on the
      Investment Act, and
|    |                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                               

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 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.

---

- 51 -

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 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.

---

- 52 -

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. 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 "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.

---

- 53 -

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,
2010, 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, 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

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"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.

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 by definition 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

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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.

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 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

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- 56 -

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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- 57 -

ITEM
11         QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a)        Transaction
Risk and Currency Risk Management

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

(b)        Exchange Rate
  Sensitivity

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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ITEM
13         DEFAULTS, DIVIDEND
ARREARAGES AND DELINQUENCIES

Not applicable.

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

Not applicable.

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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, 2010, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

There have been no changes in the Company's internal control
over financial reporting during the period covered by this report that could
have materially affected or are reasonably likely to materially affect the
Company's internal control over financial reporting.

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, as amended (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 and to
ensure that required information is gathered and communicated to the Company's
management so that decisions can be made about timely disclosure of that
information.

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

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ITEM 16A     
AUDIT COMMITTEE FINANCIAL EXPERT

A.          
Audit Committee Financial Expert

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

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

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ITEM 16B    
 CODE OF ETHICS

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

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

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

The Company's Code of Ethics was filed as Exhibit 11.1 of the
Company's Form 20-F filed on October 7, 2008. The Company's Code of Ethics can
be viewed at the Company's website The Company will also provide a copy of the
Code of Ethics to any person without charge, upon request. Requests can be sent
by mail to: Suite 1020 - 800 West Pender Street, Vancouver, British Columbia V6C
2V6 or on request of the Company at 604-684-6365, attention: Investor Relations
Department.

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

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- 65 -

ITEM 16C    
 PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Services:
    Year endedMarch 31, 2010
    Year endedMarch 31, 2009Audit Fees (1)
    $ 25,000 (estimated)
    $ 20,000Audit-Related Fees (2)
    
    Tax Fees (3)
    
    All Other Fees (4)
    
    $ 25,000 (estimated)
    $ 20,000


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 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, 2010.

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- 66 -

ITEM 16D     
EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

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- 67 -

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

In the year ended March 31, 2010, the Company did not purchase
any of its issued and outstanding common shares pursuant to any repurchase
program or otherwise.

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- 68 -

ITEM 16F     
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

None.

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- 69 -

ITEM 16G     
CORPORATE GOVERNANCE

Not applicable.

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- 70 -

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, 2010 and 2009, and the
      consolidated statements of operations and comprehensive loss,
      shareholders' equity and cash flows for each of the years ended March 31,
      2010, 2009 and 2008;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                       
|(2) | Consolidated balance sheets as at March 31, 2010, and
      2009;                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                       
|(3) | Consolidated statements of operations and comprehensive
      loss for each of the years ended March 31, 2010, 2009 and 2008;                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                       
|(4) | Consolidated statements of shareholders' equity for each
      of the years ended March 31, 2010, 2009 and 2008;                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                       
|(5) | Consolidated statements of cash flows for each of the
      years ended March 31, 2010, 2009 and 2008; and                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                       
|(6) | Notes to the consolidated financial statements mentioned
      above.                                                                                                                                                                                                                                                 

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- 71 -

ITEM
18         FINANCIAL
STATEMENTS

Not applicable. See Item 17.

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- 72 -

ITEM 19     EXHIBITS

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

ExhibitNumber
    Description of Exhibit4.1
    Amended Share Option Plan of
      Amarc Resources Ltd. dated for reference September 21, 2004(1)11.1
    Code of Ethics(1)4.5
    Corporate Services Agreement
      between Amarc Resources Ltd. and Hunter Dickinson Services Inc. dated June
      1, 2008


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

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

|Exhibit | Description of Exhibit                                                                                                                                                                                                                                                                                                             
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                    
|1.2     | Articles
        of Amarc Resources Ltd., as amended                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                    
|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, 2010 and 2009; consolidated statements
        of operations and comprehensive loss, shareholders' equity and cash flows,
        and notes thereto, for the years ended March 31, 2010, 2009, and 2008,
        together with the Report of Independent Public Accounting Firm

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- 73 -

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, CA Chief Financial Officer

DATED: September 22, 2010

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